-----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, WFMAZ1Y7ekxpUEVLhiWNEBz6/5HtI/gM1dugdtgOHEidjyQ94fuXO6y+q864XujQ 22WnEHRvLkmm69gzP8uVLA== 0000950152-98-005783.txt : 19980702 0000950152-98-005783.hdr.sgml : 19980702 ACCESSION NUMBER: 0000950152-98-005783 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19980701 EFFECTIVENESS DATE: 19980701 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: LINCOLN ELECTRIC HOLDINGS INC CENTRAL INDEX KEY: 0000059527 STANDARD INDUSTRIAL CLASSIFICATION: METALWORKING MACHINERY & EQUIPMENT [3540] IRS NUMBER: 340359955 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-58305 FILM NUMBER: 98659309 BUSINESS ADDRESS: STREET 1: 22801 ST CLAIR AVE CITY: CLEVELAND STATE: OH ZIP: 44117 BUSINESS PHONE: 2164818100 FORMER COMPANY: FORMER CONFORMED NAME: LINCOLN ELECTRIC CO DATE OF NAME CHANGE: 19920703 S-8 1 LINCOLN ELECTRIC 1998 STOCK OPTION PLAN S-8 1 As filed with the Securities and Exchange Commission on July 1, 1998 Registration No. ___________ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------ LINCOLN ELECTRIC HOLDINGS, INC. AS SUCCESSOR TO THE LINCOLN ELECTRIC COMPANY (Exact Name of Registrant as Specified in Its Charter) OHIO 34-1860551 (State or Other Jurisdiction of (I.R.S. Employer Identification No.) Incorporation or Organization) ------------------- 22801 St. Clair Avenue Cleveland, Ohio 44117-1199 (Address and Zip Code of Principal Executive Offices) ------------------ LINCOLN ELECTRIC HOLDINGS, INC. 1998 STOCK OPTION PLAN (Full Title of the Plan) ------------------ Frederick G. Stueber, Esq. Lincoln Electric Holdings, Inc. Senior Vice President, General Counsel and Secretary 22801 St. Clair Avenue Cleveland, Ohio 44117-1199 (Name and Address of Agent for Service) (216) 481-8100 (Telephone Number, Including Area Code, of Agent for Service) ------------------------------ Copies to: David P. Porter, Esq. Jones, Day, Reavis & Pogue 901 Lakeside Avenue Cleveland, Ohio 44114 (216) 586-3939 ------------------------------ CALCULATION OF REGISTRATION FEE
Proposed Maximum Proposed Maximum Title of Securities Amount to be Offering Price Aggregate Amount of to be Registered Registered (1) Per Share Offering Price (2)(3) Registration Fee - ------------------------------ ---------------- ----------------- ----------------- ------------------------ Common Shares 5,000,000 $20.875 $104,375,000 $30,791 ============================== ================ ================= ================= ========================
(1) Pusuant to Rule 416 of the Securities Act of 1933, as amended (the "Securities Act"), this Registration Statment also covers an indeterminate amount of interests to be offered or sold pursuant to the Plan described herein. (2) Estimated pursuant to paragraphs (c) and (h) of Rule 457 under the Securities Act, on the basis of the average of the high and low sale prices for Common Shares on the NASDAQ National Market on June 25, 1998. (3) Estimated solely for the purpose of determining the registration fee. Page 1 of 7 2 PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS The document(s) containing the information specified in Part I of Form S-8 will be sent or given to participating employees as specified by Rule 428(b)(1) of the Securities Act of 1933, as amended. These documents and the documents incorporated by reference into this Registration Statement pursuant to Item 3 of Part II of this Registration Statement, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act of 1933, as amended. Part II Information Required in the Registration Statement ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. (A) Lincoln Electric Holdings, Inc. ("Holding Company"): The following documents, which have heretofore been filed by the Registrant with the Securities and Exchange Commission pursuant to the Exchange Act (File No. 0-1402) are incorporated by reference herein and shall be deemed to be part hereof: (1) Registration Statement on Form S-4 filed April 18, 1998 (Registration No. 333-50435); (2) Description of Holding Company Common Stock included in the Registration Statement on Form S-4 (Registration No. 333-50435), filed under the Securities Act, including any amendment or report filed for the purpose of updated such description. (B) The Lincoln Electric Company, an Ohio corporation ("Lincoln Electric"): The following documents, which have heretofore been filed by Lincoln Electric with the Commission pursuant to the Exchange Act (File No. 0-1402), are incorporated by reference herein and shall be deemed to be a part hereof: (1) Annual Report on Form 10-K for the fiscal year ended December 31, 1997; (2) Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 1998. All documents subsequently filed by the registrant or the Plan 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 deregisters all securities then remaining unsold shall be deemed to be incorporated herein by reference and shall be deemed 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. Section 1701.13(E) of the Ohio Revised Code empowers a corporation to indemnify persons serving as its directors and officers (or serving at the request of the corporation in such capacity for another corporation) against expenses incurred in connection with actions, suits or proceedings relating to the fact that such persons were serving as directors or officers of such corporation. Article IV of the Registrant's Code of Regulations provides for indemnification of directors, officers and others and the purchase and maintenance of liability insurance by the Registrant, as follows: Section 1. INDEMNIFICATION. (a) The Corporation shall indemnify any person who was or is a party or is threatened to be made a party, to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative Page 2 of 7 3 or investigative, by reason of the fact that he is or was a Director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a Director, trustee, officer, employee or agent of another corporation, domestic or foreign, nonprofit or for profit, partnership, joint venture, trust or other enterprise, to the full extent permitted from time to time under the laws of the State of Ohio; provided, however, that the Corporation shall indemnify any such agent (as opposed to any Director, officer or employee) of the Corporation to an extent greater than that required by law only if and to the extent that the Directors may, in their discretion, so determine. (b) The indemnification authorized by this Article shall not be exclusive of, and shall be in addition to, any other rights granted to those seeking indemnification hereunder or under the Articles or any agreement, vote of shareholders or disinterested Directors, or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a Director, trustee, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. (c) No amendment, termination or repeal of this Article IV shall affect or impair in any way the rights of any Director or officer of the Corporation to indemnification under the provisions hereof with respect to any action, suit or proceeding arising out of, or relating to, any actions, transactions or facts occurring prior to the final adoption of such amendment, termination or repeal. Section 2. LIABILITY INSURANCE. The Corporation may purchase and maintain insurance or furnish similar protection, including but not limited to trust funds, letters of credit or self-insurance, on behalf of or for any person who is or was a Director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a Director, trustee, officer, employee or agent of another corporation, domestic or foreign, nonprofit or for profit, partnership, joint venture, trust or other enterprise, against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under this Article. Insurance may be purchased from or maintained with a person in which the Corporation has a financial interest. The Registrant has purchased directors and officers liability insurance which provides for indemnification of directors and officers against certain liabilities. The Registrant also has entered into indemnification agreements with its directors or officers that would require the Registrant, subject to any limitations on the maximum permissible indemnification that may exist at law, to indemnify a director or officer for claims that arise because of his capacity as a director or officer. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. ITEM 8. EXHIBITS. 4(a) Lincoln Electric Holdings, Inc. 1998 Stock Option Plan (the "Plan") (Incorporated by reference to Annex F to the Registration Statement on Form S-4 filed April 18, 1998 (Registration No. 333-50435), filed under the Securities Act, including any amendment or report filed for the purpose of updated such description). 4(b) Restated Articles of Incorporation of the Registrant (filed as Annex B to the Registrant's Registration Statement on Form S-4 filed April 18, 1998 (Registration No. 333-50435), and incorporated herein by reference. 4(c) Regulations of the Registrant (filed as Annex C to the Registrant's Registration Statement on Form S-4 filed April 18, 1998 (Registration No. 333-50435), and incorporated herein by reference. 23 Consent of Ernst & Young LLP, Independent Auditors. 24 Power of Attorney for each officer and director of Lincoln Electric Holdings, Inc. signing this Registration Statement. ITEM 9. UNDERTAKINGS. Page 3 of 7 4 (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. (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, except as to certain insurance policies, the Registrant has been advised that in the opinion of the Securities and Exchange 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. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, Lincoln Electric Holdings, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing the Registration Statement 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 Cleveland, State of Ohio, on this 1st day of July, 1998. LINCOLN ELECTRIC HOLDINGS, INC. Page 4 of 7 5 /s/ H. Jay Elliot ------------------------------------ H. Jay Elliott Chief Financial Officer and Treasurer Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated as of July 1, 1998. /s/ANTHONY A. MASSARO* Chairman, President and Chief Executive - --------------------------------- Officer; Director Anthony A. Massaro /s/JOHN M. STROPKI, JR.* Executive Vice President; Director - --------------------------------- John M. Stropki, Jr. /S/H. JAY ELLIOTT Senior Vice President, Chief Financial - --------------------------------- Officer and Treasurer H. Jay Elliott /S/FREDERICK G. STUEBER Senior Vice President, General Counsel and - --------------------------------- Secretary Frederick G. Stueber /S/KATHRYN JO LINCOLN* Director - --------------------------------- Kathryn Jo Lincoln /S/G. RUSSELL LINCOLN* Director - --------------------------------- G. Russell Lincoln /S/CRAIG R. SMITH* Director - --------------------------------- Craig R. Smith /S/DAVID C. LINCOLN* Director - --------------------------------- David C. Lincoln /S/HENRY L. MEYER, III* Director - --------------------------------- Henry L. Meyer, III /S/FRANK L. STEINGASS* Director - --------------------------------- Frank L. Steingass /S/HENRY CARLSON* Director - --------------------------------- Henry Carlson /S/DAVID H. GUNNING* Director - --------------------------------- David H. Gunning /S/EDWARD E. HOOD, JR.* Director - --------------------------------- Edward E. Hood, Jr. /S/PAUL E. LEGO* Director - --------------------------------- Paul E. Lego Page 5 of 7 6 *The undersigned by signing his name hereto, does sign and execute this Registration Statement on Form S-8 pursuant to a Power of Attorney executed on behalf of the above-indicated officers and directors of Lincoln Electric Holdings, Inc. and filed herewith as Exhibit 24 on behalf of Lincoln Electric Holdings, Inc. and each such person. By /s/ Frederick G. Stueber ------------------------------------- Frederick G. Stueber, Attorney-in-fact July 1 1998 - ------, Page 6 of 7 7 EXHIBIT INDEX EXHIBIT NUMBER EXHIBIT DESCRIPTION -------------- ------------------- 4(a) Lincoln Electric Holdings, Inc. 1998 Stock Option Plan (Incorporated by reference to Annex F to the Registration Statement on Form S-4 (Registration No. 333-50435), filed under the Securities Act, including any amendment or report filed for the purpose of updated such description). 4(b) Restated Articles of Incorporation of the Registrant (filed as Annex B to the Registrant's Registration Statement on Form S-4 filed April 18, 1998 (Registration No. 333-50435), and incorporated herein by reference. 4(c) Regulations of the Registrant (filed as Annex C to the Registrant's Registration Statement on Form S-4 filed April 18, 1998 (Registration No. 333-50435), and incorporated herein by reference. 23 Consent of Ernst & Young LLP, Independent Auditors. 24 Power of Attorney for each officer and director of Registrant signing this Registration Statement. Page 7 of 7 EX-23 2 EXHIBIT 23 1 Exhibit 23 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in this Registration Statement on Form S-8 pertaining to the Lincoln Electric Holdings, Inc. 1998 Stock Option Plan of our report dated February 9, 1998, with respect to the consolidated financial statements and schedule of The Lincoln Electric Company included in its Annual Report (Form 10-K) for the year ended December 31, 1997, filed with the Securities and Exchange Commission. Ernst & Young LLP Cleveland, Ohio June 29, 1998 EX-24 3 EXHIBIT 24 1 Exhibit 24 DIRECTOR AND/OR OFFICER OF LINCOLN ELECTRIC HOLDINGS, INC. REGISTRATION STATEMENT ON FORM S-8 POWER OF ATTORNEY Effective upon (i) the consummation of the merger of Lincoln Electric Merger Co. into The Lincoln Electric Company pursuant to that certain Agreement of Merger among Lincoln Electric Merger Co., The Lincoln Electric Company and Lincoln Electric Holdings, Inc. an Ohio corporation (the "CORPORATION"), and (ii) the undersigned being elected a director and/or officer of the Corporation, the undersigned director and/or officer of the Corporation, hereby constitutes and appoints H. Jay Elliott and Frederick G. Stueber, or any of them, with full power of substitution and resubstitution, as attorneys or attorney of the undersigned, for him or her and in his or her name, place and stead, to sign and file under the Securities Act of 1933 one or more Registration Statement(s) on Form S-8 and amendments to Registration Statements on Form S-8 relating to the registration for sale of the Corporation's common shares, without par value, and any and all amendments, supplements and exhibits thereto, including pre-effective and post-effective amendments or supplements, and any and all applications or other documents to be filed with the Securities and Exchange Commission pertaining to such registration(s), with full power and authority to do and perform any and all acts and things whatsoever required and necessary to be done in the premises, hereby ratifying and approving the act of said attorneys and any of them and any such substitute. EXECUTED as of May 19, 1998. /s/ David C. Lincoln ---------------------------------------- Name: David C. Lincoln Title: Director 2 DIRECTOR AND/OR OFFICER OF LINCOLN ELECTRIC HOLDINGS, INC. REGISTRATION STATEMENT ON FORM S-8 POWER OF ATTORNEY Effective upon (i) the consummation of the merger of Lincoln Electric Merger Co. into The Lincoln Electric Company pursuant to that certain Agreement of Merger among Lincoln Electric Merger Co., The Lincoln Electric Company and Lincoln Electric Holdings, Inc. an Ohio corporation (the "CORPORATION"), and (ii) the undersigned being elected a director and/or officer of the Corporation, the undersigned director and/or officer of the Corporation, hereby constitutes and appoints H. Jay Elliott and Frederick G. Stueber, or any of them, with full power of substitution and resubstitution, as attorneys or attorney of the undersigned, for him or her and in his or her name, place and stead, to sign and file under the Securities Act of 1933 one or more Registration Statement(s) on Form S-8 and amendments to Registration Statements on Form S-8 relating to the registration for sale of the Corporation's common shares, without par value, and any and all amendments, supplements and exhibits thereto, including pre-effective and post-effective amendments or supplements, and any and all applications or other documents to be filed with the Securities and Exchange Commission pertaining to such registration(s), with full power and authority to do and perform any and all acts and things whatsoever required and necessary to be done in the premises, hereby ratifying and approving the act of said attorneys and any of them and any such substitute. EXECUTED as of May 20, 1998. /s/ Anthony A. Massaro ---------------------------------------- Name: Anthony A. Massaro Title: CEO 3 DIRECTOR AND/OR OFFICER OF LINCOLN ELECTRIC HOLDINGS, INC. REGISTRATION STATEMENT ON FORM S-8 POWER OF ATTORNEY Effective upon (i) the consummation of the merger of Lincoln Electric Merger Co. into The Lincoln Electric Company pursuant to that certain Agreement of Merger among Lincoln Electric Merger Co., The Lincoln Electric Company and Lincoln Electric Holdings, Inc. an Ohio corporation (the "CORPORATION"), and (ii) the undersigned being elected a director and/or officer of the Corporation, the undersigned director and/or officer of the Corporation, hereby constitutes and appoints H. Jay Elliott and Frederick G. Stueber, or any of them, with full power of substitution and resubstitution, as attorneys or attorney of the undersigned, for him or her and in his or her name, place and stead, to sign and file under the Securities Act of 1933 one or more Registration Statement(s) on Form S-8 and amendments to Registration Statements on Form S-8 relating to the registration for sale of the Corporation's common shares, without par value, and any and all amendments, supplements and exhibits thereto, including pre-effective and post-effective amendments or supplements, and any and all applications or other documents to be filed with the Securities and Exchange Commission pertaining to such registration(s), with full power and authority to do and perform any and all acts and things whatsoever required and necessary to be done in the premises, hereby ratifying and approving the act of said attorneys and any of them and any such substitute. EXECUTED as of May 20, 1998. /s/ John M. Stropki ---------------------------------------- Name: John M. Stropki Title: President North America 4 DIRECTOR AND/OR OFFICER OF LINCOLN ELECTRIC HOLDINGS, INC. REGISTRATION STATEMENT ON FORM S-8 POWER OF ATTORNEY Effective upon (i) the consummation of the merger of Lincoln Electric Merger Co. into The Lincoln Electric Company pursuant to that certain Agreement of Merger among Lincoln Electric Merger Co., The Lincoln Electric Company and Lincoln Electric Holdings, Inc. an Ohio corporation (the "CORPORATION"), and (ii) the undersigned being elected a director and/or officer of the Corporation, the undersigned director and/or officer of the Corporation, hereby constitutes and appoints H. Jay Elliott and Frederick G. Stueber, or any of them, with full power of substitution and resubstitution, as attorneys or attorney of the undersigned, for him or her and in his or her name, place and stead, to sign and file under the Securities Act of 1933 one or more Registration Statement(s) on Form S-8 and amendments to Registration Statements on Form S-8 relating to the registration for sale of the Corporation's common shares, without par value, and any and all amendments, supplements and exhibits thereto, including pre-effective and post-effective amendments or supplements, and any and all applications or other documents to be filed with the Securities and Exchange Commission pertaining to such registration(s), with full power and authority to do and perform any and all acts and things whatsoever required and necessary to be done in the premises, hereby ratifying and approving the act of said attorneys and any of them and any such substitute. EXECUTED as of May 19, 1998. /s/ Paul E. Lego ---------------------------------------- Name: Paul E. Lego Title: Director 5 DIRECTOR AND/OR OFFICER OF LINCOLN ELECTRIC HOLDINGS, INC. REGISTRATION STATEMENT ON FORM S-8 POWER OF ATTORNEY Effective upon (i) the consummation of the merger of Lincoln Electric Merger Co. into The Lincoln Electric Company pursuant to that certain Agreement of Merger among Lincoln Electric Merger Co., The Lincoln Electric Company and Lincoln Electric Holdings, Inc. an Ohio corporation (the "CORPORATION"), and (ii) the undersigned being elected a director and/or officer of the Corporation, the undersigned director and/or officer of the Corporation, hereby constitutes and appoints H. Jay Elliott and Frederick G. Stueber, or any of them, with full power of substitution and resubstitution, as attorneys or attorney of the undersigned, for him or her and in his or her name, place and stead, to sign and file under the Securities Act of 1933 one or more Registration Statement(s) on Form S-8 and amendments to Registration Statements on Form S-8 relating to the registration for sale of the Corporation's common shares, without par value, and any and all amendments, supplements and exhibits thereto, including pre-effective and post-effective amendments or supplements, and any and all applications or other documents to be filed with the Securities and Exchange Commission pertaining to such registration(s), with full power and authority to do and perform any and all acts and things whatsoever required and necessary to be done in the premises, hereby ratifying and approving the act of said attorneys and any of them and any such substitute. EXECUTED as of May 19, 1998. /s/ Craig R. Smith ---------------------------------------- Name: Craig R. Smith Title: Director 6 DIRECTOR AND/OR OFFICER OF LINCOLN ELECTRIC HOLDINGS, INC. REGISTRATION STATEMENT ON FORM S-8 POWER OF ATTORNEY Effective upon (i) the consummation of the merger of Lincoln Electric Merger Co. into The Lincoln Electric Company pursuant to that certain Agreement of Merger among Lincoln Electric Merger Co., The Lincoln Electric Company and Lincoln Electric Holdings, Inc. an Ohio corporation (the "CORPORATION"), and (ii) the undersigned being elected a director and/or officer of the Corporation, the undersigned director and/or officer of the Corporation, hereby constitutes and appoints H. Jay Elliott and Frederick G. Stueber, or any of them, with full power of substitution and resubstitution, as attorneys or attorney of the undersigned, for him or her and in his or her name, place and stead, to sign and file under the Securities Act of 1933 one or more Registration Statement(s) on Form S-8 and amendments to Registration Statements on Form S-8 relating to the registration for sale of the Corporation's common shares, without par value, and any and all amendments, supplements and exhibits thereto, including pre-effective and post-effective amendments or supplements, and any and all applications or other documents to be filed with the Securities and Exchange Commission pertaining to such registration(s), with full power and authority to do and perform any and all acts and things whatsoever required and necessary to be done in the premises, hereby ratifying and approving the act of said attorneys and any of them and any such substitute. EXECUTED as of May 19, 1998. /s/ Harry Carlson ---------------------------------------- Name: Harry Carlson Title: Director 7 DIRECTOR AND/OR OFFICER OF LINCOLN ELECTRIC HOLDINGS, INC. REGISTRATION STATEMENT ON FORM S-8 POWER OF ATTORNEY Effective upon (i) the consummation of the merger of Lincoln Electric Merger Co. into The Lincoln Electric Company pursuant to that certain Agreement of Merger among Lincoln Electric Merger Co., The Lincoln Electric Company and Lincoln Electric Holdings, Inc. an Ohio corporation (the "CORPORATION"), and (ii) the undersigned being elected a director and/or officer of the Corporation, the undersigned director and/or officer of the Corporation, hereby constitutes and appoints H. Jay Elliott and Frederick G. Stueber, or any of them, with full power of substitution and resubstitution, as attorneys or attorney of the undersigned, for him or her and in his or her name, place and stead, to sign and file under the Securities Act of 1933 one or more Registration Statement(s) on Form S-8 and amendments to Registration Statements on Form S-8 relating to the registration for sale of the Corporation's common shares, without par value, and any and all amendments, supplements and exhibits thereto, including pre-effective and post-effective amendments or supplements, and any and all applications or other documents to be filed with the Securities and Exchange Commission pertaining to such registration(s), with full power and authority to do and perform any and all acts and things whatsoever required and necessary to be done in the premises, hereby ratifying and approving the act of said attorneys and any of them and any such substitute. EXECUTED as of May 19, 1998. /s/ Frank L. Steingass ---------------------------------------- Name: Frank L. Steingass Title: Director 8 DIRECTOR AND/OR OFFICER OF LINCOLN ELECTRIC HOLDINGS, INC. REGISTRATION STATEMENT ON FORM S-8 POWER OF ATTORNEY Effective upon (i) the consummation of the merger of Lincoln Electric Merger Co. into The Lincoln Electric Company pursuant to that certain Agreement of Merger among Lincoln Electric Merger Co., The Lincoln Electric Company and Lincoln Electric Holdings, Inc. an Ohio corporation (the "CORPORATION"), and (ii) the undersigned being elected a director and/or officer of the Corporation, the undersigned director and/or officer of the Corporation, hereby constitutes and appoints H. Jay Elliott and Frederick G. Stueber, or any of them, with full power of substitution and resubstitution, as attorneys or attorney of the undersigned, for him or her and in his or her name, place and stead, to sign and file under the Securities Act of 1933 one or more Registration Statement(s) on Form S-8 and amendments to Registration Statements on Form S-8 relating to the registration for sale of the Corporation's common shares, without par value, and any and all amendments, supplements and exhibits thereto, including pre-effective and post-effective amendments or supplements, and any and all applications or other documents to be filed with the Securities and Exchange Commission pertaining to such registration(s), with full power and authority to do and perform any and all acts and things whatsoever required and necessary to be done in the premises, hereby ratifying and approving the act of said attorneys and any of them and any such substitute. EXECUTED as of May 19, 1998. /s/ E.E. Hood Jr. ---------------------------------------- Name: E.E. Hood Jr. Title: Director 9 DIRECTOR AND/OR OFFICER OF LINCOLN ELECTRIC HOLDINGS, INC. REGISTRATION STATEMENT ON FORM S-8 POWER OF ATTORNEY Effective upon (i) the consummation of the merger of Lincoln Electric Merger Co. into The Lincoln Electric Company pursuant to that certain Agreement of Merger among Lincoln Electric Merger Co., The Lincoln Electric Company and Lincoln Electric Holdings, Inc. an Ohio corporation (the "CORPORATION"), and (ii) the undersigned being elected a director and/or officer of the Corporation, the undersigned director and/or officer of the Corporation, hereby constitutes and appoints H. Jay Elliott and Frederick G. Stueber, or any of them, with full power of substitution and resubstitution, as attorneys or attorney of the undersigned, for him or her and in his or her name, place and stead, to sign and file under the Securities Act of 1933 one or more Registration Statement(s) on Form S-8 and amendments to Registration Statements on Form S-8 relating to the registration for sale of the Corporation's common shares, without par value, and any and all amendments, supplements and exhibits thereto, including pre-effective and post-effective amendments or supplements, and any and all applications or other documents to be filed with the Securities and Exchange Commission pertaining to such registration(s), with full power and authority to do and perform any and all acts and things whatsoever required and necessary to be done in the premises, hereby ratifying and approving the act of said attorneys and any of them and any such substitute. EXECUTED as of May 19, 1998. /s/ David H. Gunning ---------------------------------------- Name: David H. Gunning Title: Director 10 DIRECTOR AND/OR OFFICER OF LINCOLN ELECTRIC HOLDINGS, INC. REGISTRATION STATEMENT ON FORM S-8 POWER OF ATTORNEY Effective upon (i) the consummation of the merger of Lincoln Electric Merger Co. into The Lincoln Electric Company pursuant to that certain Agreement of Merger among Lincoln Electric Merger Co., The Lincoln Electric Company and Lincoln Electric Holdings, Inc. an Ohio corporation (the "CORPORATION"), and (ii) the undersigned being elected a director and/or officer of the Corporation, the undersigned director and/or officer of the Corporation, hereby constitutes and appoints H. Jay Elliott and Frederick G. Stueber, or any of them, with full power of substitution and resubstitution, as attorneys or attorney of the undersigned, for him or her and in his or her name, place and stead, to sign and file under the Securities Act of 1933 one or more Registration Statement(s) on Form S-8 and amendments to Registration Statements on Form S-8 relating to the registration for sale of the Corporation's common shares, without par value, and any and all amendments, supplements and exhibits thereto, including pre-effective and post-effective amendments or supplements, and any and all applications or other documents to be filed with the Securities and Exchange Commission pertaining to such registration(s), with full power and authority to do and perform any and all acts and things whatsoever required and necessary to be done in the premises, hereby ratifying and approving the act of said attorneys and any of them and any such substitute. EXECUTED as of May 19, 1998. /s/ G.R. Lincoln ---------------------------------------- Name: G.R. Lincoln Title: Director 11 DIRECTOR AND/OR OFFICER OF LINCOLN ELECTRIC HOLDINGS, INC. REGISTRATION STATEMENT ON FORM S-8 POWER OF ATTORNEY Effective upon (i) the consummation of the merger of Lincoln Electric Merger Co. into The Lincoln Electric Company pursuant to that certain Agreement of Merger among Lincoln Electric Merger Co., The Lincoln Electric Company and Lincoln Electric Holdings, Inc. an Ohio corporation (the "CORPORATION"), and (ii) the undersigned being elected a director and/or officer of the Corporation, the undersigned director and/or officer of the Corporation, hereby constitutes and appoints H. Jay Elliott and Frederick G. Stueber, or any of them, with full power of substitution and resubstitution, as attorneys or attorney of the undersigned, for him or her and in his or her name, place and stead, to sign and file under the Securities Act of 1933 one or more Registration Statement(s) on Form S-8 and amendments to Registration Statements on Form S-8 relating to the registration for sale of the Corporation's common shares, without par value, and any and all amendments, supplements and exhibits thereto, including pre-effective and post-effective amendments or supplements, and any and all applications or other documents to be filed with the Securities and Exchange Commission pertaining to such registration(s), with full power and authority to do and perform any and all acts and things whatsoever required and necessary to be done in the premises, hereby ratifying and approving the act of said attorneys and any of them and any such substitute. EXECUTED as of May 19, 1998. /s/ Henry L. Meyer III ---------------------------------------- Name: Henry L. Meyer III Title: Director 12 DIRECTOR AND/OR OFFICER OF LINCOLN ELECTRIC HOLDINGS, INC. REGISTRATION STATEMENT ON FORM S-8 POWER OF ATTORNEY Effective upon (i) the consummation of the merger of Lincoln Electric Merger Co. into The Lincoln Electric Company pursuant to that certain Agreement of Merger among Lincoln Electric Merger Co., The Lincoln Electric Company and Lincoln Electric Holdings, Inc. an Ohio corporation (the "CORPORATION"), and (ii) the undersigned being elected a director and/or officer of the Corporation, the undersigned director and/or officer of the Corporation, hereby constitutes and appoints H. Jay Elliott and Frederick G. Stueber, or any of them, with full power of substitution and resubstitution, as attorneys or attorney of the undersigned, for him or her and in his or her name, place and stead, to sign and file under the Securities Act of 1933 one or more Registration Statement(s) on Form S-8 and amendments to Registration Statements on Form S-8 relating to the registration for sale of the Corporation's common shares, without par value, and any and all amendments, supplements and exhibits thereto, including pre-effective and post-effective amendments or supplements, and any and all applications or other documents to be filed with the Securities and Exchange Commission pertaining to such registration(s), with full power and authority to do and perform any and all acts and things whatsoever required and necessary to be done in the premises, hereby ratifying and approving the act of said attorneys and any of them and any such substitute. EXECUTED as of May 19, 1998. /s/ Kathryn Jo Lincoln ---------------------------------------- Name: Kathryn Jo Lincoln Title: Board Member -----END PRIVACY-ENHANCED MESSAGE-----