-----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, B2NqzL7HQe9c4EnN0nMezGk8e9U7bm6xWVGbmowJebsbUO0PhXtbUHtb4h0kY82W St8GtKaAuukyETLR5GBuIw== 0000895813-03-000265.txt : 20031219 0000895813-03-000265.hdr.sgml : 20031219 20031219142027 ACCESSION NUMBER: 0000895813-03-000265 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20031219 EFFECTIVENESS DATE: 20031219 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: 1933 Act SEC FILE NUMBER: 333-111370 FILM NUMBER: 031064700 BUSINESS ADDRESS: STREET 1: 400 E SPRING ST CITY: BLUFFTON STATE: IN ZIP: 46714 BUSINESS PHONE: 2608242900 MAIL ADDRESS: STREET 1: 400 E SPRING STREET CITY: BLUFFTON STATE: IN ZIP: 46714 S-8 1 x1219s8.txt As filed with the Securities and Exchange Commission on December 19, 2003 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) DELAWARE 35-0827455 (State or other jurisdiction of (I.R.S. Employer Incorporation or organization) Identification No.) 400 EAST SPRING STREET BLUFFTON, INDIANA 46714 (Address of principal executive offices) FRANKLIN ELECTRIC CO., INC. STOCK OPTION PLAN (F/K/A FRANKLIN ELECTRIC CO., INC. 1996 EMPLOYEE STOCK OPTION PLAN) (Full title of the plan) GREGG C. SENGSTACK SENIOR VICE PRESIDENT, CHIEF FINANCIAL OFFICER AND SECRETARY FRANKLIN ELECTRIC CO., INC. 400 EAST SPRING STREET BLUFFTON, INDIANA 46714 (260) 824-2900 (Name, address and 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) 258-5500 ----------------------------
CALCULATION OF REGISTRATION FEE PROPOSED PROPOSED TITLE OF SECURITIES TO BE AMOUNT MAXIMUM MAXIMUM AMOUNT OF REGISTERED TO BE OFFERING AGGREGATE REGISTRATION REGISTERED PRICE PER SHARE OFFERING FEE (1)(2) (1)(2)(3) (1)(2) PRICE (1)(2) Common Stock, par value $.10 per share, including 334,000 $59.40 $19,839,600 N/A related Common Stock Purchase Rights (1) The 334,000 shares being registered under the Franklin Electric Co., Inc. Stock Option Plan (the Plan) were previously registered on a registration statement on Form S-8 (File No. 333-34992) and remained unissued under the Franklin Electric Co., Inc. Amended and Restated 1996 Nonemployee Director Stock Option Plan (the Nonemployee Director Plan). As explained below, the Nonemployee Director Plan was merged with and into the Plan on April 25, 2003. The Registrant had paid a registration fee of $3,700.62 for the shares covered by the registration statement for the Nonemployee Director Plan, of which $2,942.81 relates to the 334,000 unissued shares. The Registrant is concurrently filing a post-effective amendment to that registration statement to deregister the 334,000 shares, and is hereby carrying forward those shares and the associated registration fee previously paid with respect to those shares to this Registration Statement. Because the filing fee being carried forward exceeds the filing fee calculated for this Registration Statement ($1,605.02), no additional filing fee is being paid at this time. (2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) under the Securities Act of 1933, as amended, on the basis of $59.40 per share, 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 December 12, 2003, with respect to 334,000 shares. Because the filing fee being carried over as described above in Note 1 exceeds the filing fee calculated under this Restriction Statement, no additional fee is due with respect to this Registration Statement. (3) Pursuant to Rule 416 of the Securities Act of 1933, as amended, this Registration Statement shall also cover any additional shares of Common Stock which become issuable under the Plan by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without the receipt of consideration which results in an increase in the number of the outstanding shares of Common Stock.
EXPLANATORY NOTE The Nonemployee Director Plan was merged with and into the Franklin Electric Co., Inc. 1996 Employee Stock Option Plan, effective April 25, 2003. In connection therewith, the name of the merged plan was changed to the "Franklin Electric Co., Inc. Stock Option Plan." 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. 333-01959), 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 under the Franklin Electric Co., Inc. 1996 Employee Stock Option Plan (which, as explained above, is now known as the Franklin Electric Co., Inc. Stock Option Plan), are hereby incorporated by reference. SEE footnote (1) above with respect to 334,000 shares carried forward to this Registration Statement. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT All information required in this Registration Statement (other than the exhibits and the signature page) is set forth in the Registration Statement on Form S-8 (File No. 333-01959), as described above, and is incorporated herein by reference. 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. 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 12th day of December, 2003. FRANKLIN ELECTRIC CO., INC. By: /s/ R. Scott Trumbull ------------------------------ R. Scott Trumbull Chairman of the Board and Chief Executive Officer Each person whose signature appears below appoints each of R. Scott Trumbull 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 Common 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. SIGNATURE TITLE DATE --------- ----- ---- /s/ R. Scott Trumbull Chairman of the Board December 12, 2003 ------------------------ and Chief Executive R. Scott Trumbull Officer (Principal Executive Officer) /s/ Gregg C. Sengstack Senior Vice President December 12, 2003 ------------------------ Financial Officer and Gregg C. Sengstack Secretary (Principal Financial and Accounting Officer) /s/ Jerome D. Brady Director December 12, 2003 ----------------------- Jerome D. Brady /s/ David A. Roberts Director December 16, 2003 ----------------------- David A. Roberts /s/ Robert H. Little Director December 12, 2003 ----------------------- Robert H. Little /s/ Patricia Schaefer Director December 12, 2003 ----------------------- Patricia Schaefer /s/ Donald J. Schneider Director December 12, 2003 ----------------------- Donald J. Schneider /s/ Howard B. Witt Director December 12, 2003 --------------------- Howard B. Witt 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-K for the year ended December 28, 2002) 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 in the signature pages hereto) EX-5 3 x1219ex5.txt EXHIBIT 5 --------- December 17, 2003 Franklin Electric Co., Inc. 400 East Spring Street Bluffton, Indiana 46714 RE: REGISTRATION ON FORM S-8 OF 334,000 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 334,000 shares of Common Stock to be offered and sold pursuant to the terms of the Franklin Electric Co., Inc. 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. Based upon the foregoing, it is our opinion that those shares of 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 EX-23 4 x12ex23.txt EX-23.1 EXHIBIT 23.1 ------------ 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 24, 2003, appearing in the Annual Report on Form 10-K of Franklin Electric Co., Inc. for the year ended December 28, 2002. Deloitte & Touche LLP Chicago, Illinois December 12, 2003 -----END PRIVACY-ENHANCED MESSAGE-----