-----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, C9+oQ6wryd2UEDvIX8+1KeTs+iAPfmaQq/k8H8C0hlnJWc7DYFis/GWrJ6ga/uta KVGQiFGFB33PBBtA5OnmAA== 0000895813-00-000148.txt : 20000419 0000895813-00-000148.hdr.sgml : 20000419 ACCESSION NUMBER: 0000895813-00-000148 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: 333-34994 FILM NUMBER: 603911 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 of incorporation or organization) Identification No.) 400 East Spring Street Bluffton, Indiana 46714 (Address of principal executive offices) FRANKLIN ELECTRIC CO., INC. KEY EMPLOYEE PERFORMANCE INCENTIVE STOCK 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 100,000 $66.75 $6,675,000 $1,762.20 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 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents which have been filed by Franklin Electric Co., Inc. (the "Registrant") with the Securities and Exchange Commission (the "Commission") are incorporated herein by reference: (a) The Registrant's Annual Report on Form 10-K for the fiscal year ended January 1, 2000; (b) The description of the Registrant's Common Stock contained in a registration statement filed with the Commission pursuant to Section 12 of the Securities Exchange Act of 1934, and any amendment or report filed for the purpose of updating such description; and (c) The description of the Registrant's Common Stock Purchase Rights and the Rights Agreement dated as of October 15, 1999, contained in the Registrant's Registration Statement on Form 8-A filed with the Commission on October 18, 1999. All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed incorporated by reference herein and to be a part hereof from the date of filing of such documents. ITEM 4. DESCRIPTION OF SECURITIES. Not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not applicable. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. The Indiana Business Corporation Law permits indemnification of directors, employees and agents of corporations under certain conditions and subject to certain limitations. Article VII of the By- laws of the Registrant ("Article VII") provides that each person who was or is a party to, or has been threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was a director or officer of the corporation, or that he or she was serving at the request of the 3 corporation as a director or officer of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, will be indemnified by the Registrant, to the fullest extent authorized by the Indiana Business Corporation Law, as currently in effect, against all expenses (including attorneys' fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding provided that the individual's conduct was in good faith, and the individual reasonably believed that in the case of conduct in the individual's official capacity with the Registrant, that such conduct was in its best interest and in all other cases, that the individual's conduct was at least not opposed to its best interest, and in the case of any criminal proceeding, the individual either had reasonable cause to believe the individual's conduct was lawful or had no reasonable cause to believe the individual's conduct was unlawful. Article VII provides that the rights conferred thereby are contract rights between the Registrant and each director or officer serving in each such capacity, and any repeal or modification of Article VII shall not affect any rights or obligations thereunder with respect to any state of facts then or theretofore existing or any claim, action, suit or proceeding theretofore or thereafter brought or threatened based in whole or in part upon any such state of facts. Article VII provides that the Registrant may, by action of the Board of Directors, provide indemnification to its employees or agents of the Registrant, to the same extent as the indemnification provided to a director or officer of the Registrant. The Registrant has insurance which, subject to certain policy limits, deductible amounts and exclusions, insures directors and officers of the Registrant for liabilities incurred as a result of acts committed in their capacity as directors and officers or claims made against them by reason of their status as directors or officers. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. ITEM 8. EXHIBITS. The exhibits filed herewith or incorporated by reference herein are set forth in the Exhibit Index filed as part of this registration statement. ITEM 9. UNDERTAKINGS. The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; 4 (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is on Form S-3 or Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial BONA FIDE offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial BONA FIDE offering thereof. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and 5 controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification is against public policy as expressed in the Act, and will be governed by the final adjudication of such issue. 6 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. 7
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
8 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) 9 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 100,000 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 100,000 shares of Common Stock to be offered and sold pursuant to the terms of the Franklin Electric Co., Inc. Key Employee Performance Incentive Stock 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. Based upon the foregoing, it is our opinion that those shares of the Common Stock that are originally issued shares will be, when issued in accordance with the terms of the Plan, 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-----