-----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, LRwyWXsaNzYytH5P4h+q7IwexPpw+Y33L76p5ul+MGP4UIoYm3cIuRqRmzLV9bbI 69ybdLhVyqKuQWWjn6AANw== 0000895813-05-000032.txt : 20050512 0000895813-05-000032.hdr.sgml : 20050512 20050512143652 ACCESSION NUMBER: 0000895813-05-000032 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20050512 DATE AS OF CHANGE: 20050512 EFFECTIVENESS DATE: 20050512 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: 333-124845 FILM NUMBER: 05823829 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 x0512-s8.txt As filed with the Securities and Exchange Commission on May 12, 2005 Registration No. 333-_____ ====================================================================== UNITED STATES 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 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 PLAN (F/K/A FRANKLIN ELECTRIC CO., INC. KEY EMPLOYEE PERFORMANCE INCENTIVE STOCK PLAN) (Full title of the plan) GREGG C. SENGSTACK SENIOR VICE PRESIDENT, CHIEF FINANCIAL OFFICER & SECRETARY FRANKLIN ELECTRIC CO., INC. 400 EAST SPRING STREET BLUFFTON, INDIANA 46714 (Name and address of agent for service) (260) 824-2900 (Telephone number, including area code, of agent for service) WITH A COPY TO: ROBERT J. REGAN SCHIFF HARDIN LLP 6600 SEARS TOWER CHICAGO, ILLINOIS 60606-6473 (312) 258-5606 ----------------------- CALCULATION OF REGISTRATION FEE
PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF TITLE OF SECURITIES AMOUNT TO BE OFFERING AGGREGATE REGISTRATION TO BE REGISTERED REGISTERED PRICE PER SHARE(1) OFFERING PRICE(1) FEE ---------------- ---------- ------------------ ----------------- ------------ Common Stock, par value $.10 per share, (including related Common 916,300(2) $37.31 $34,242,131 $4,031 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 May 9, 2005. (2) Pursuant to Rule 416 of the Securities Act of 1933, this Registration Statement shall also cover any additional shares of Common Stock which become issuable under the Plan pursuant to this Registration Statement 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 Registrant's outstanding shares of Common Stock. 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. 333-34994), filed by the Registrant with the Securities and Exchange Commission on April 17, 2000, registering shares of its Common Stock, par value $0.10 per share, issuable under the Plan (which was formerly named the Franklin Electric Co., Inc. Key Employee Performance Incentive Stock Plan), are hereby incorporated by reference. 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. 333-34994), 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. 3 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 29th day of April, 2005. 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 and April 29, 2005 ----------------------- Chief Executive Officer R. Scott Trumbull (Principal Executive Officer) /s/ Gregg C. Sengstack Senior Vice President, Chief April 29, 2005 ----------------------- Financial Officer and Gregg C. Sengstack Secretary (Principal Financial and Accounting Officer) 4 /s/ Jerome D. Brady Director April 29, 2005 ----------------------- Jerome D. Brady /s/ Diana S. Ferguson Director April 29, 2005 ----------------------- Diana S. Ferguson /s/ Robert H. Little Director April 29, 2005 ----------------------- Robert H. Little /s/ David A. Roberts Director April 29, 2005 ----------------------- David A. Roberts Director ----------------------- Donald J. Schneider Director ----------------------- David M. Wathen /s/ Howard B. Witt Director April 29, 2005 ----------------------- Howard B. Witt Director ----------------------- Thomas L. Young 5 EXHIBIT INDEX EXHIBIT NUMBER EXHIBIT ------ ------- 4 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 LLP 23.1 Consent of Deloitte & Touche LLP 23.2 Consent of Schiff Hardin LLP (contained in its opinion filed herein as Exhibit 5) 24 Powers of Attorney (as set forth in the signature pages hereto) 6 EX-5 2 xex-5.txt EXHIBIT 5 --------- May 12, 2005 Franklin Electric Co., Inc. 400 East Spring Street Bluffton, Indiana 46714 RE: REGISTRATION ON FORM S-8 OF 916,300 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 916,300 shares of Common Stock to be offered and sold pursuant to the terms of the Franklin Electric Co., Inc. 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. 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 LLP By: /s/ Robert J. Regan -------------------------- Robert J. Regan EX-23 3 xex-23.txt EXHIBIT 23.1 ------------ CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports relating to the financial statements of Franklin Electric Co., Inc. and management's report on the effectiveness of internal control over financial reporting dated February 10, 2005, appearing in the Annual Report on Form 10-K of Franklin Electric Co., Inc. for the year ended January 1, 2005. /s/ DELOITTE & TOUCHE LLP Deloitte & Touche LLP Chicago, Illinois May 9, 2005 -----END PRIVACY-ENHANCED MESSAGE-----