-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GghF7iTITJpMiHSlIWGE61njTf3U8t0A9ZsmcCtcTPy6GWzGnODLzYDaUvkwD9qB hkX4ho8EiF1yN3/9Z1clIA== 0000895813-00-000147.txt : 20000419 0000895813-00-000147.hdr.sgml : 20000419 ACCESSION NUMBER: 0000895813-00-000147 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20000418 EFFECTIVENESS DATE: 20000418 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FRANKLIN ELECTRIC CO INC CENTRAL INDEX KEY: 0000038725 STANDARD INDUSTRIAL CLASSIFICATION: MOTORS & GENERATORS [3621] IRS NUMBER: 350827455 STATE OF INCORPORATION: IN FISCAL YEAR END: 0103 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-34992 FILM NUMBER: 603910 BUSINESS ADDRESS: STREET 1: 400 E SPRING ST CITY: BLUFFTON STATE: IN ZIP: 46714 BUSINESS PHONE: 2198242900 MAIL ADDRESS: STREET 1: 400 E SPRING STREET CITY: BLUFFTON STATE: IN ZIP: 46714 S-8 1 As filed with the Securities and Exchange Commission on April 17, 2000 Registration No. 333-_____ ====================================================================== SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------------------------- FRANKLIN ELECTRIC CO., INC. (Exact name of registrant as specified in its charter) Indiana 35-0827455 (State or other jurisdiction (I.R.S. Employer ofincorporation or organization) Identification No.) 400 East Spring Street Bluffton, Indiana 46714 (Address of principal executive offices) FRANKLIN ELECTRIC CO., INC. AMENDED AND RESTATED 1996 NONEMPLOYEE DIRECTOR STOCK OPTION PLAN (Full title of the plan) Gregg C. Sengstack Vice President, Chief Financial Officer Franklin Electric Co., Inc. 400 East Spring Street Bluffton, Indiana 46714 (Name and address of agent for service) (219) 824-2900 (Telephone number, including area code, of agent for service) With a copy to: Robert J. Regan Schiff Hardin & Waite 6600 Sears Tower Chicago, Illinois 60606-6473 (312) 258-5606 -------------------------- CALCULATION OF REGISTRATION FEE
PROPOSED MAXIMUM PROPOSED AMOUNT OFFERING MAXIMUM AMOUNT OF TITLE OF SECURITIES TO BE TO BE PRICE PER AGGREGATE REGISTRATION REGISTERED REGISTERED SHARE(1) OFFERING PRICE(1) FEE Common Stock, par value $.10 per 210,000 $66.75 $14,017,500 $3,700.62 share, (including related Common Stock Purchase Rights)
(1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) under the Securities Act of 1933, as amended, based on the average of the high and low sales prices of the Common Stock reported on the National Association of Securities Dealers Automated Quotation System on April 11, 2000. 2 STATEMENT PURSUANT TO GENERAL INSTRUCTION E OF FORM S-8 "REGISTRATION OF ADDITIONAL SECURITIES" The contents of the Registration Statement on Form S-8 (File No. 333-01957), filed by the Registrant with the Securities and Exchange Commission on March 26, 1996, registering shares of its Common Stock, par value $0.10 per share, issuable pursuant to the Franklin Electric Co., Inc. 1996 Nonemployee Director Stock Option Plan, are hereby incorporated by reference. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bluffton, State of Indiana on this 14th day of April, 2000. FRANKLIN ELECTRIC CO., INC. By: /s/ William H. Lawson ------------------------- William H. Lawson Chairman of the Board and Chief Executive Officer Each person whose signature appears below appoints each of William H. Lawson and Gregg C. Sengstack as such person's true and lawful attorney to execute in the name of each such person, and to file, any amendments to this registration statement that such attorney deems necessary or desirable to enable the Registrant to comply with the Securities Act of 1933, and any rules, regulations, and requirements of the Commission with respect thereto, in connection with the registration of the shares of Common Stock (and the related Stock Purchase Rights attached thereto) that are subject to this registration statement, which amendments may make such changes in such registration statement as the above-named attorneys deem appropriate, and to comply with the undertakings of the Registrant made in connection with this registration statement, and each of the undersigned hereby ratifies all that said attorneys will do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated. 3
SIGNATURE TITLE DATE --------- ----- ---- /s/ William H. Lawson Chairman of the Board and April 14, 2000 --------------------- Chief Executive Officer William H. Lawson (Principal Executive Officer) /s/ John B. Lindsay Vice Chairman of April 14, 2000 --------------------- the Board and Director John B. Lindsay /s/ Gregg C. Sengstack Vice President and Chief April 14, 2000 ---------------------- Financial Officer (Principal Gregg C. Sengstack Financial and Accounting Officer) /s/ Jerome D. Brady Director April 14, 2000 ---------------------- Jerome D. Brady /s/ Robert H. Little Director April 14, 2000 ---------------------- Robert H. Little /s/ Patricia Schaefer Director April 14, 2000 ---------------------- Patricia Schaefer /s/ Donald J. Schneider Director April 14, 2000 ---------------------- Donald J. Schneider /s/ R. Scott Trumbull Director April 14, 2000 ---------------------- R. Scott Trumbull /s/ Juris Vikmanis Director April 14, 2000 ---------------------- Juris Vikmanis /s/ Howard B. Witt Director April 14, 2000 ---------------------- Howard B. Witt
4 EXHIBIT INDEX Exhibit Number Exhibit ------- ------- 4.1 Amended and Restated Articles of Incorporation of Franklin Electric Co., Inc. (incorporated herein by reference to the Company's Form 10-Q for the quarter ended April 3, 1999) 4.2 By-laws of Franklin Electric Co., Inc. as amended to date (incorporated herein by reference to the Company's Form 10-Q for the quarter ended April 3, 1999) 4.3 Rights Agreement dated as of October 15, 1999 between Franklin Electric Co., Inc. and Illinois Stock Transfer Company (incorporated herein by reference to the Company's registration statement on Form 8-A dated October 15, 1999) 5 Opinion of Schiff Hardin & Waite 23.1 Consent of Deloitte & Touche LLP 23.2 Consent of Schiff Hardin & Waite (contained in its opinion filed herein as Exhibit 5) 24 Powers of Attorney (as set forth on the signature pages hereto) 5 EX-5 2 EXHIBIT 5 --------- April 17, 2000 Franklin Electric Co., Inc. 400 E. Spring Street Bluffton, Indiana 46714 RE: REGISTRATION ON FORM S-8 OF 210,000 SHARES OF COMMON STOCK, $0.10 PAR VALUE PER SHARE, AND THE RELATED COMMON STOCK PURCHASE RIGHTS ("COMMON STOCK") ----------------------------------------------------------- Ladies and Gentlemen: We have acted as counsel to Franklin Electric Co., Inc., an Indiana corporation (the "Company"), in connection with the Company's filing of a Registration Statement on Form S-8 (the "Registration Statement") covering 210,000 shares of Common Stock to be offered and sold pursuant to the terms of the Franklin Electric Co., Inc. Amended and Restated 1996 Nonemployee Director Stock Option Plan (the "Plan"). In this connection, we have considered such questions of law and have examined such documents as we have deemed necessary to enable us to render the opinions contained herein. We have also assumed that the Plan will have been approved by the shareholders of the Company, as required under the terms and conditions of the Plan, prior to the exercise of any options granted under the Plan. Based upon the foregoing, it is our opinion that those shares of the Common Stock that are originally issued shares, when issued upon the exercise of an option granted under the Plan and subject to the terms and conditions thereof, will be legally issued, fully paid and nonassessable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, SCHIFF HARDIN & WAITE By: /s/ Robert J. Regan --------------------------- Robert J. Regan RJR:dpm EX-23 3 EXHIBIT 23.2 ------------ INDEPENDENT AUDITORS' CONSENT ----------------------------- We consent to the incorporation by reference in this Registration Statement of Franklin Electric Co., Inc. on Form S-8 of our report dated January 28, 2000, appearing in the Annual Report on Form 10-K of Franklin Electric Co., Inc. for the year ended January 1, 2000. /s/ Deloitte & Touche --------------------- Deloitte & Touche Chicago, Illinois April 17, 2000 -----END PRIVACY-ENHANCED MESSAGE-----