-----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, GOhaYkCu+jopr8R34HtkDZnUo9IbSZduqKa+l0outYD21qwMH1BRYXWMumVPAQSW TODG/sRpfwBvtg0HC0ruxQ== 0000059198-98-000012.txt : 19980508 0000059198-98-000012.hdr.sgml : 19980508 ACCESSION NUMBER: 0000059198-98-000012 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19980507 EFFECTIVENESS DATE: 19980507 SROS: CSE SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: AEROQUIP-VICKERS INC CENTRAL INDEX KEY: 0000059198 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS FABRICATED METAL PRODUCTS [3490] IRS NUMBER: 344288310 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-52041 FILM NUMBER: 98612496 BUSINESS ADDRESS: STREET 1: 3000 STRAYER CITY: MAUMEE STATE: OH ZIP: 43537 BUSINESS PHONE: 4198672200 MAIL ADDRESS: STREET 1: 3000 STRAYER CITY: MAUMEE STATE: OH ZIP: 43537 FORMER COMPANY: FORMER CONFORMED NAME: TRINOVA CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: LIBBEY OWENS FORD CO DATE OF NAME CHANGE: 19860814 FORMER COMPANY: FORMER CONFORMED NAME: LIBBEY OWENS FORD GLASS CO DATE OF NAME CHANGE: 19681004 S-8 1 As filed with the Securities and Exchange Commission on May 7, 1998 Registration No. ________________ ______________________________________________________________________________ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _______________________________ FORM S-8 REGISTRATION STATEMENT Under The Securities Act of 1933 _______________________________ AEROQUIP-VICKERS, INC. (Exact Name of Registrant as Specified in Its Charter) OHIO 34-4288310 (State or Other Jurisdiction (I.R.S. Employer Identification No.) of Incorporation or Organization) 3000 Strayer, Maumee, Ohio 43537-0050 (Address of Principal Executive Offices Including Zip Code) AEROQUIP-VICKERS, INC. NON-EMPLOYEE DIRECTORS' STOCK AWARD PLAN (Full Title of the Plan) James E. Kline Vice President and General Counsel Aeroquip-Vickers, Inc. 3000 Strayer Maumee, Ohio 43537-0050 (Name and Address of Agent For Service) (419) 867-2200 (Telephone Number, Including Area Code, of Agent For Service) CALCULATION OF REGISTRATION FEE ============================================================================== Proposed Proposed Title of Maximum Maximum Aggregate Amount of Securities to Amount to be Offering Price Offering Registration be Registered Registered Per Share (1) Price (1) Fee ______________________________________________________________________________ Common Shares, 100,000 $62.78 $6,278,000 $1,903.00 $5 par value per share ============================================================================== (1) Estimated solely for calculating the amount of the registration fee, pursuant to paragraphs (c) and (h) of Rule 457 of the General Rules and Regulations under the Securities Act, on the basis of the average of the high and low sale prices of such securities on the New York Stock Exchange on April 30, 1998, within five business days prior to filing. This document contains 13 pages. The Exhibit Index appears on page 9. -2- Part II Item 3. Incorporation of Documents by Reference The following documents previously filed by Aeroquip-Vickers, Inc., formerly named TRINOVA Corporation (the "Registrant"), with the Securities and Exchange Commission (the "Commission") are incorporated herein by reference: (1) the Annual Report on Form 10-K for the fiscal year ended December 31, 1997; (2) the description of the Registrant's Common Shares, par value $5 per share (the "Common Shares") contained in the Registration Statement filed with the Commission pursuant to Section 12 of the Securities Exchange Act of 1934 (the "Exchange Act") for purposes of registering such securities thereunder, and any amendments and reports filed for the purpose of updating that description; and (3) the description of the Registrant's Common Share Rights contained in the Registration Statement on Form 8-A filed January 27, 1989. All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which de-registers all securities then remaining unsold shall be deemed to be incorporated herein by reference and to be 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 The legal opinion included herewith regarding the legality of the Common Shares registered hereby is given by James E. Kline, Vice President and General Counsel of the Registrant. Beside being an officer and employee of the Registrant, Mr. Kline has beneficial ownership of 19,008 Common Shares of the Registrant. Item 6. Indemnification of Directors and Officers Under Article IV of the Registrant's Amended Code of Regulations, by authority of Section 1701.13(E) of the Ohio Revised Code, the Registrant is obligated to indemnify directors, officers and salaried employees against liabilities, fines, penalties or amounts paid in settlement actually and reasonably incurred in connection with the defense of any pending or threatened action, suit or proceeding to which they are or may be a party by reason of service to or at the request of the Registrant provided that they acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the Registrant and, for certain claims, that -3- certain other determinations have been made. A copy of the Amended Code of Regulations was filed as an Exhibit 3 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1997 and is incorporated herein by reference. Section 1701.13(E) of the Ohio Revised Code itself provides for mandatory indemnification of directors and officers of an Ohio corporation under certain circumstances. The Registrant also maintains directors' and officers' liability insurance which pays, subject to policy limitations and retentions, for loss arising from any claim against a director or officer of the Registrant or any of its wholly-owned subsidiaries by reason of a wrongful act done in his or her respective capacity, including breaches of duty, neglect, errors, misstatements, misleading statements and omissions. An act brought about or contributed to by dishonesty is excluded, as is an accounting for profits made from the purchase or sale of the Registrant's securities within the meaning of Section 16(b) of the Securities Exchange Act of 1934. Item 7. Exemption from Registration Claims Not Applicable. Item 8. Exhibits 4(a) Amended Articles of Incorporation (amended April 17, 1997) of the Registrant (filed as Exhibit 3 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 1997 and incorporated herein by reference). 4(b) Amended Code of Regulations (amended April 21, 1988) of the Registrant (filed as Exhibit 3 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1997 and incorporated herein by reference). 4(c) Aeroquip-Vickers, Inc. Non-Employee Directors' Stock Award Plan (filed as Appendix B to the definitive Proxy Statement of the Registrant filed March 10, 1998 for the Registrant's Annual Meeting of Shareholders held April 16, 1998, which Appendix B is incorporated herein by reference. 4(d) Rights Agreement, dated January 26, 1989, by and between the Registrant (formerly named TRINOVA Corporation) and First Chicago Trust Company of New York (filed as Exhibit 2 to Form 8-A filed January 27, 1989 and incorporated herein by reference), as amended by the First Amendment to Rights Agreement (filed as Exhibit 5 to Form 8 filed on July 1, 1992 and incorporated herein by reference). -4- 5 Opinion as to the legality of the securities being registered. 23(a) Consent of Independent Auditors. 23(b) The consent of counsel concerning use of the legal opinion as an exhibit to this Registration Statement is included in the opinion filed herewith as Exhibit 5. 24 Power of Attorney. Item 9. Undertakings (a) 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; (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; (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 information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act, 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. -5- (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. (b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) 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 in the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and 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 of whether such indemnification by it 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 Maumee, State of Ohio, on May 4, 1998. AEROQUIP-VICKERS, INC. By: /S/ DARRYL F. ALLEN Darryl F. Allen, Chairman of the Board, President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on May 4, 1998. Signature Title /S/ DARRYL F. ALLEN Director, Chairman of the Board, Darryl F. Allen President and Chief Executive Officer (Principal Executive Officer) /S/ DAVID M. RISLEY Vice President-Finance and David M. Risley Chief Financial Officer (Principal Financial Officer) /S/ GREGORY R. PAPP Corporate Controller Gregory R. Papp (Principal Accounting Officer) *PURDY CRAWFORD Director Purdy Crawford *JOSEPH C. FARRELL Director Joseph C. Farrell *DAVID R. GOODE Director David R. Goode -7- *PAUL A. ORMOND Director Paul A. Ormond *JOHN P. REILLY Director John P. Reilly *WILLIAM R. TIMKEN, JR. Director William R. Timken, Jr. *By James E. Kline, Attorney-in-fact /S/ JAMES E. KLINE James E. Kline, Vice President and General Counsel -8- EX-99 2 EXHIBIT INDEX EXHIBIT DESCRIPTION PAGE NO. 4(a) Amended Articles of Incorporation (amended Incorporated April 17, 1997) of the Registrant (filed as herein by Exhibit 3 to the Registrant's Quarterly Report reference on Form 10-Q for the quarter ended March 31, 1997 and incorporated herein by reference). 4(b) Amended Code of Regulations (amended April 21, Incorporated 1988) of the Registrant (filed as Exhibit 3 to herein by the Registrant's Annual Report on Form 10-K for reference the year ended December 31, 1997 and incorporated herein by reference). 4(c) Aeroquip-Vickers, Inc. Non-Employee Directors' Incorporated Stock Award Plan (filed as Appendix B to the herein by definitive Proxy Statement of the Registrant reference filed March 10, 1998 for the Registrant's Annual Meeting of Shareholders held April 16, 1998, which Appendix B is incorporated herein by reference). 4(d) Rights Agreement, dated January 26, 1989, by Incorporated and between the Registrant (formerly named herein by TRINOVA Corporation) and First Chicago Trust reference Company of New York (filed as Exhibit 2 to Form 8-A filed January 27, 1989 and incorporated herein by reference), as amended by the First Amendment to Rights Agreement (filed as Exhibit 5 to Form 8 filed on July 1, 1992 and incorporated herein by reference). 5 Opinion as to the legality of the securities 10 being registered. 23(a) Consent of Independent Auditors. 12 23(b) The consent of counsel concerning use of the Incorporated legal opinion as an exhibit to this Registration herein by Statement is included in the opinion filed reference herewith as Exhibit 5. 24 Power of Attorney. 13 -9- EX-5 3 EXHIBIT 5 [LETTERHEAD OF AEROQUIP-VICKERS, INC.] May 4, 1998 Board of Directors Aeroquip-Vickers, Inc. 3000 Strayer Maumee, OH 43537 Re: Registration Statement on Form S-8 Dear Sirs: As Vice President and General Counsel of Aeroquip-Vickers, Inc. (the "Company"), I have acted as counsel to the Company in connection with the Company's preparation of a registration statement on Form S-8 (the "Registration Statement"), filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, to register 100,000 Common Shares of the Company, $5.00 par value per share (the "Covered Shares"), that are available for issuance under the Aeroquip-Vickers, Inc. Non-Employee Directors' Stock Award Plan (the "Plan"). In so acting, I have supervised other members of the Company's legal department and outside counsel who have performed work in connection with the Registration Statement. I and other members of the Company's legal department and such outside counsel have examined and relied upon the originals, or copies certified or otherwise identified to our satisfaction, of such corporate records, documents, certificates, and other instruments, and have made such other investigations, as in our judgment are necessary or appropriate to enable me to render the opinion expressed below. In our examination, we have assumed the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such copies, and the genuineness of all signatures. Based upon the foregoing, I am of the opinion that the Covered Shares, when issued pursuant to the Plan, will be legally and validly issued, fully paid and non-assessable Common Shares of the Company. -10- I consent to the use of this opinion as an exhibit to the Registration Statement. Sincerely, /S/ JAMES E. KLINE James E. Kline, Vice President and General Counsel -11- EX-23 4 EXHIBIT 23(a) CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Aeroquip-Vickers, Inc. Non-Employee Directors' Stock Award Plan of our reports dated January 21, 1998, with respect to the consolidated financial statements of Aeroquip-Vickers, Inc. and subsidiaries incorporated by reference in its Annual Report (Form 10-K) for the year ended December 31, 1997 and the related financial statement schedule included therein, filed with the Securities and Exchange Commission. /S/ ERNST & YOUNG LLP Toledo, Ohio May 6, 1998 -12- EX-24 5 EXHIBIT 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors of Aeroquip-Vickers, Inc., an Ohio corporation (the "Company"), hereby constitutes and appoints Darryl F. Allen, James E. Kline and William R. Ammann, and each of them, as true and lawful attorney or attorneys-in-fact for the undersigned, with full power of substitution and revocation, for him and in his name, place and stead, to sign on his behalf as a director of the Company a Registration Statement or Registration Statements on Form S-8 pursuant to the Securities Act of 1933 concerning certain Common Shares of the Company to be offered in connection with the Aeroquip-Vickers, Inc. Non-Employee Directors' Stock Award Plan, and all amendments or post-effective amendments to such Registration Statement(s), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission or any state regulatory authority, granting unto said attorney or attorneys-in-fact, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as they might or could do in person, hereby ratifying and confirming all that said attorney or attorneys-in-fact or any of them or their substitute or substitutes may lawfully do or cause to be done by virtue hereof. This Power of Attorney may be executed in multiple counterparts, each of which shall be deemed an original with respect to the person executing it. IN WITNESS WHEREOF, the undersigned have hereunto set their hands as of the 22nd day of January, 1998. /S/ PURDY CRAWFORD /S/ PAUL A. ORMOND Purdy Crawford Paul A. Ormond Director Director /S/ JOSEPH C. FARRELL /S/ JOHN P. REILLY Joseph C. Farrell John P. Reilly Director Director /S/ DAVID R. GOODE /S/ WILLIAM R. TIMKEN, JR. David R. Goode William R. Timken, Jr. Director Director -13- -----END PRIVACY-ENHANCED MESSAGE-----