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