-----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, SF8C5zk0k84xeW4R62+ooF95iDkIL+G32C7MYPDdAXGmyXFhRtyhRB5haYzdE4kM naq5VUCwOnUUEK/NZ2FhFQ== 0000950152-03-009809.txt : 20031117 0000950152-03-009809.hdr.sgml : 20031117 20031117092609 ACCESSION NUMBER: 0000950152-03-009809 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20031117 EFFECTIVENESS DATE: 20031117 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PARK OHIO HOLDINGS CORP CENTRAL INDEX KEY: 0000076282 STANDARD INDUSTRIAL CLASSIFICATION: METAL FORGING & STAMPINGS [3460] IRS NUMBER: 346520107 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-110536 FILM NUMBER: 031006741 BUSINESS ADDRESS: STREET 1: 23000 EUCLID AVE CITY: CLEVELAND STATE: OH ZIP: 44117 BUSINESS PHONE: 2166927200 MAIL ADDRESS: STREET 1: 23000 EUCLID AVE CITY: CLEVELAND STATE: OH ZIP: 44117 FORMER COMPANY: FORMER CONFORMED NAME: PARK OHIO INDUSTRIES INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: GROWTH INTERNATIONAL INC DATE OF NAME CHANGE: 19730404 FORMER COMPANY: FORMER CONFORMED NAME: DISCOUNT CENTERS INC DATE OF NAME CHANGE: 19680605 S-8 1 l04197asv8.txt PARK-OHIO HOLDINGS CORP. As filed with the Securities and Exchange Commission on November 17, 2003 Registration No. __________________ - -------------------------------------------------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT Under The Securities Act of 1933 PARK-OHIO HOLDINGS CORP. (Exact Name of Registrant as Specified in Its Charter) Ohio 34-1867219 (State or Other Jurisdiction (I.R.S. Employer Identification No.) of Incorporation or Organization) 23000 Euclid Avenue, Cleveland, Ohio 44117 (Address of Principal Executive Offices Including Zip Code) Park-Ohio Holdings Corp. Amended and Restated 1998 Long-Term Incentive Plan (Full Title of the Plan) Robert D. Vilsack Secretary and General Counsel Park-Ohio Holdings Corp. 23000 Euclid Avenue Cleveland, Ohio 44117 (Name and Address of Agent For Service) (216) 692-7200 (Telephone Number, Including Area Code, of Agent For Service) CALCULATION OF REGISTRATION FEE
================================================================================================= Proposed Proposed Title of each class maximum maximum Of securities to Amount to offering aggregate Amount of be registered be registered(1) price per share (2) offering price (2) registration fee (2) ================================================================================================= Common Stock, $1.00 par value per share 1,100,000 $7.39 $8,129,000 $657.64 =================================================================================================
(1) Pursuant to Rule 416 of the Securities Act of 1933, this registration statement also covers such additional common stock, $1.00 par value per share, as may become issuable pursuant to the adjustments upon changes of capitalization provisions of the Park-Ohio Holdings Corp. Amended and Restated 1998 Long-Term Incentive Plan. (2) 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 Nasdaq National Market on November 12, 2003, within five business days prior to filing. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT The contents of the registration statement on Form S-8 (Registration No. 333-58161), as filed with the Securities and Exchange Commission on June 30, 1998 to register shares of common stock, par value $1.00 per share (the "Common Stock"), of Park-Ohio Holdings Corp., an Ohio corporation, to be issued under the Park-Ohio Holdings Corp. Amended and Restated 1998 Long-Term Incentive Plan (the "Plan"), are hereby incorporated by reference. This registration statement on Form S-8 is filed for the purpose of registering an additional 1,100,000 shares of Common Stock under the Plan. Item 8. Exhibits
Exhibit Number Exhibit Description - -------------- ------------------- 4.1 Amended and Restated Articles of Incorporation of Park-Ohio Holdings Corp. (incorporated by reference to Exhibit 3.1 to the Form 10-K of Park-Ohio Holdings Corp. for the year ended December 31, 1998 (File No. 000-03134)) 4.2 Code of Regulations of Park-Ohio Holdings Corp. (incorporated by reference to Exhibit 3.2 of the Form 10-K of Park-Ohio Holdings Corp. for the year ended December 31, 1998 (File No. 000-03134) 4.4 Specimen Stock Certificate of Park-Ohio Holdings Corp. (incorporated by reference to Exhibit 4.4 of the Post-Effective Amendment No. 1 to the Registration Statement of Park-Ohio Holdings Corp. on Form S-8 (Registration No. 333-28407) filed on June 16, 1998) 5 Opinion of Counsel 10 Park-Ohio Holdings Corp. Amended and Restated 1998 Long-Term Incentive Plan (incorporated by reference to Appendix A to the Definitive Proxy Statement of Park-Ohio Holdings Corp. (File No. 000-03134) filed on April 23, 2001) 23.1 Consent of Ernst & Young LLP 23.2 Consent of Counsel (contained in opinion filed as Exhibit 5) 24 Power of Attorney
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 Cleveland, State of Ohio, on this 17th day of November, 2003. Park-Ohio Holdings Corp. By: /s/ Robert D. Vilsack -------------------------------------- Robert D. Vilsack Secretary and General Counsel 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.
* * - -------------------------------------------- -------------------------------------------- Edward F. Crawford Richard P. Elliott Chief Executive Officer, Vice President and Chief Financial Officer Chairman of the Board and Director (Principal Financial and Accounting Officer) (Principal Executive Officer) * * - -------------------------------------------- ---------------------------------------------- Matthew V. Crawford James W. Wert President and Director Director * * - -------------------------------------------- ---------------------------------------------- Ronna Romney Kevin R. Greene Director Director * * - -------------------------------------------- ---------------------------------------------- Lewis E. Hatch, Jr. Lawrence O. Selhorst Director Director * - -------------------------------------------- Dan T. Moore III Director
* Robert D. Vilsack, the undersigned attorney-in-fact, by signing his name hereto, does hereby sign and execute this Registration Statement on behalf of the above indicated officers and directors thereof (constituting a majority of the directors) pursuant to a power of attorney filed with the Securities and Exchange Commission. November 17, 2003 By: /s/ Robert D. Vilsack ----------------------- Robert D. Vilsack, Secretary And General Counsel EXHIBIT INDEX
Exhibit Number Exhibit Description - -------------- ------------------- 4.1 Amended and Restated Articles of Incorporation of Park-Ohio Holdings Corp. (incorporated by reference to Exhibit 3.1 to the Form 10-K of Park-Ohio Holdings Corp. for the year ended December 31, 1998 (File No. 000-03134)) 4.2 Code of Regulations of Park-Ohio Holdings Corp. (incorporated by reference to Exhibit 3.2 of the Form 10-K of Park-Ohio Holdings Corp. for the year ended December 31, 1998 (File No. 000-03134) 4.4 Specimen Stock Certificate of Park-Ohio Holdings Corp. (incorporated by reference to Exhibit 4.4 of the Post-Effective Amendment No. 1 to the Registration Statement of Park-Ohio Holdings Corp. on Form S-8 (Registration No. 333-28407) filed on June 16, 1998) 5 Opinion of Counsel 10 Park-Ohio Holdings Corp. Amended and Restated 1998 Long-Term Incentive Plan (incorporated by reference to Appendix A to the Definitive Proxy Statement of Park-Ohio Holdings Corp. (File No. 000-03134) filed on April 23, 2001) 23.1 Consent of Ernst & Young LLP 23.2 Consent of Counsel (contained in opinion filed as Exhibit 5) 24 Power of Attorney
EX-5 3 l04197aexv5.txt EX-5 OPINION OF COUNSEL Exhibit 5 PARK-OHIO HOLDINGS CORP. LETTERHEAD November 12, 2003 To: Park-Ohio Holdings Corp. 23000 Euclid Avenue Cleveland, Ohio 44117 Re: Registration Statement on Form S-8 for the Park-Ohio Holdings Corp. Amended and Restated 1998 Long-Term Incentive Plan I have acted as counsel for Park-Ohio Holdings Corp., an Ohio corporation (the "Registrant"), in connection with the filing of the above-referenced Registration Statement on Form S-8 (the "Registration Statement") with the Securities and Exchange Commission (the "Commission") to register under the Securities Act of 1933 (the "Act") 1,100,000 additional shares (the "Shares") of the Registrant's common stock, par value $1.00 per share ("Common Stock"), that may be issued and sold in accordance with the Park-Ohio Holdings Corp. Amended and Restated 1998 Long-Term Incentive Plan (the "Plan"). In rendering this opinion, I have examined such documents and records, including an examination of originals or copies certified or otherwise identified to my satisfaction, and matters of law as I have deemed necessary for purposes of this opinion. Based upon the foregoing and subject to the qualifications and limitations stated herein, I am of the opinion that the Shares that may be issued and sold pursuant to the Plan will be, when issued and sold in accordance with such Plan (and the authorized forms of stock option agreements thereunder), duly authorized, validly issued, fully paid and nonassessable; provided that such consideration is at least equal to the stated par value of the Shares and that the Registrant at such time has sufficient authorized but unissued shares of Common Stock remaining under its Amended and Restated Articles of Incorporation. My examination of matters of law in connection with the opinions expressed herein has been limited to, and accordingly my opinions herein are limited to, the Ohio General Corporation Law, including the applicable provisions of the Ohio Constitution and the reported judicial decisions interpreting such law. I express no opinion with respect to any other law of the State of Ohio or any other jurisdiction. In addition, I have assumed that the resolutions authorizing the Registrant to issue and sell the Shares pursuant to the Plan will be in full force and effect at all times at which such Shares are issued or sold by the Registrant, and the Registrant will take no action inconsistent with such resolutions. I hereby consent to the filing of this opinion as Exhibit 5 to the Registration Statement. In giving such consent, I do not thereby admit that I am included in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission promulgated thereunder. Very truly yours, /s/ Robert D. Vilsack Robert D. Vilsack Secretary and General Counsel EX-23.1 4 l04197aexv23w1.txt EX-23.1 ERNST & YOUNG CONSENT Exhibit 23.1 CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement on Form S-8 pertaining to Park-Ohio Holdings Corp. Amended and Restated 1998 Long-Term Incentive Plan of our report dated February 25, 2003, with respect to the consolidated financial statements of Park-Ohio Holdings Corp. incorporated by reference in its Annual Report (Form 10-K) for the year ended December 31, 2002, filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP Cleveland, Ohio November 12, 2003 EX-24 5 l04197aexv24.txt EX-24 POWER OF ATTORNEY Exhibit 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and directors of Park-Ohio Holdings Corp., an Ohio corporation (the "Company"), hereby constitutes and appoints Robert D. Vilsack and Richard P. Elliott, and each of them, his true and lawful attorney or attorneys-in-fact, with full power of substitution and revocation, for him and in his name, place and stead, to sign on his behalf as an officer or director of the Company a Registration Statement or Registration Statements on Form S-8 pursuant to the Securities Act of 1933 concerning the registration of an additional 1,100,000 shares of the Company's common stock issuable or saleable under the Park-Ohio Holdings Corp. Amended and Restated 1998 Long-Term Incentive Plan and to sign any 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 30th day of September 2003.
/s/ Edward F. Crawford /s/ Richard P. Elliott - ----------------------------------------- -------------------------------------------- Edward F. Crawford Richard P. Elliott Chief Executive Officer, Vice President and Chief Financial Officer Chairman of the Board and Director (Principal Financial and Accounting Officer) (Principal Executive Officer) /s/ Matthew V. Crawford /s/ James W. Wert - ----------------------------------------- -------------------------------------------- Matthew V. Crawford James W. Wert President and Director Director /s/ Ronna Romney /s/ Kevin R. Greene - ----------------------------------------- -------------------------------------------- Ronna Romney Kevin R. Greene Director Director /s/ Lewis E. Hatch, Jr. /s/ Lawrence O. Selhorst - ----------------------------------------- -------------------------------------------- Lewis E. Hatch, Jr. Lawrence O. Selhorst Director Director
/s/ Dan T. Moore III - ----------------------------------------- Dan T. Moore III Director -----END PRIVACY-ENHANCED MESSAGE-----