sv8

Large accelerated filer þ

Accelerated filer o

Non-accelerated filer o

Smaller reporting company o

(Do not check if a smaller reporting company)

-----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, DAkgGyYtyIdvQMAagtaA/hFXOCzCokwMMdTFLJs3s26sOFoy9fBCDlC9xt88kZGz F02/JsgJdLHmvf+t26zqLA== 0000950123-10-069638.txt : 20100729 0000950123-10-069638.hdr.sgml : 20100729 20100729131702 ACCESSION NUMBER: 0000950123-10-069638 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 8 FILED AS OF DATE: 20100729 DATE AS OF CHANGE: 20100729 EFFECTIVENESS DATE: 20100729 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PENTAIR INC CENTRAL INDEX KEY: 0000077360 STANDARD INDUSTRIAL CLASSIFICATION: SPECIAL INDUSTRY MACHINERY (NO METALWORKING MACHINERY) [3550] IRS NUMBER: 410907434 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-168377 FILM NUMBER: 10977077 BUSINESS ADDRESS: STREET 1: 5500 WAYZATA BLVD. STREET 2: SUITE 800 CITY: GOLDEN VALLEY STATE: MN ZIP: 55416 BUSINESS PHONE: 763-545-1730 MAIL ADDRESS: STREET 1: 5500 WAYZATA BLVD. STREET 2: SUITE 800 CITY: GOLDEN VALLEY STATE: MN ZIP: 55416 FORMER COMPANY: FORMER CONFORMED NAME: PENTAIR INDUSTRIES INC DATE OF NAME CHANGE: 19790327 S-8 1 c59376sv8.htm FORM S-8 sv8

File No. 333-

As filed with the Securities and Exchange Commission on July 29, 2010

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

PENTAIR, INC.

(Exact name of Registrant as specified in its charter)


Minnesota		41-0907434
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

5500 Wayzata Boulevard, Suite 800
Golden Valley, Minnesota		55416
(Address of principal executive offices)		(Zip Code)

PENTAIR, INC. 2008 OMNIBUS STOCK INCENTIVE PLAN, AS AMENDED AND RESTATED
(Full title of the plan)


Angela D. Lageson		Copy to:
Senior Vice President, General Counsel and Secretary		Benjamin F. Garmer, III
Pentair, Inc.		John K. Wilson
5500 Wayzata Boulevard, Suite 800		Foley & Lardner LLP
Golden Valley, Minnesota 55416		777 East Wisconsin Avenue
(763) 545-1730		Milwaukee, Wisconsin 53202
(Name, address and telephone number of agent for service)		(414) 271-2400

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check One):

CALCULATION OF REGISTRATION FEE



Title of Securities	Amount	Proposed Maximum			Proposed Maximum			Amount of
to be Registered	to be Registered	Offering Price Per Share			Aggregate Offering Price			Registration Fee
Common Stock, par value $0.16 2/3 per share	4,000,000 shares (1)	$	33.92	(2)	$	135,680,000	(2)	$	9,673.98
Preferred Share Purchase Rights	4,000,000 rights		(3	)		(3	)		(3	)


(1)		Amount to be registered consists of an aggregate of 4,000,000 shares of the Pentair, Inc. common stock to be issued pursuant to the grant to or exercise of awards by participants under the Pentair, Inc. 2008 Omnibus Stock Incentive Plan, as amended and restated (the “Plan”). Pursuant to Rule 416 under the Securities Act of 1933, this registration statement also covers an indeterminate number of additional shares of common stock (and Preferred Share Purchase Rights) that may become issuable in accordance with the adjustment and anti-dilution provisions of the Plan.

(2)		Determined in accordance with Rules 457(c) and 457(h), the registration fee calculation is based on the average of the high and low prices of the Pentair, Inc. common stock as reported on the New York Stock Exchange on July 23, 2010.

(3)		The value attributable to the Preferred Share Purchase Rights is reflected in the market price of the Pentair, Inc. common stock to which the Rights are attached.

Pursuant to Rule 429 under the Securities Act of 1933, as amended, the Prospectus referred to herein also relates to the Registrant’s Registration Statement on Form S-8 (Registration No. 333-152458).

STATEMENT PURSUANT TO GENERAL INSTRUCTION E TO FORM S-8

The purpose of this Registration Statement is to register 4,000,000 additional shares of Common Stock, par value $0.16 2/3 per share, and associated Preferred Share Purchase Rights, of Pentair, Inc. (the “Company”) in connection with the Pentair, Inc. 2008 Omnibus Stock Incentive Plan, as amended and restated.

Pursuant to General Instruction E of Form S-8, the contents of the Company’s Registration Statement on Form S-8 (Registration No. 333-152458), including the documents incorporated by reference therein, are incorporated by reference into this Registration Statement, except as set forth below.

PART II INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 8. Exhibits

See the Exhibit Index, which is incorporated herein by reference.

Item 9. Undertakings

(a) The undersigned Company 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 of 1933;

(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. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(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) of this section do not apply if the registration statement is on Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Company pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this registration statement; and

(2) That, for the purpose of determining any liability under the Securities Act of 1933, 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.

(4) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, in a primary offering of securities of the Company pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the Company will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the Company relating to the offering required to be filed pursuant to Rule 424 under the Securities Act of 1933;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the Company or used or referred to by the Company;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the Company or its securities provided by or on behalf of the Company; and

(iv) Any other communication that is an offer in the offering made by the Company to the purchaser.

(b) The undersigned Company hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Company’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 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 the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company 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 Company 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 whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act, 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 Golden Valley, State of Minnesota, on July 29, 2010.


	PENTAIR, INC.
	By:	/s/ John L. Stauch
		John L. Stauch
		Executive Vice President and Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities listed below on July 29, 2010:


SIGNATURE		TITLE

/s/ Randall J. Hogan Randall J. Hogan		Chairman and Chief Executive Officer (Principal Executive Officer)

/s/ John L. Stauch John L. Stauch		Executive Vice President and Chief Financial Officer (Principal Financial Officer)

/s/ Mark C. Borin		Corporate Controller and Chief Accounting Officer
Mark C. Borin		(Principal Accounting Officer)

* Leslie Abi-Karam		Director

* Glynis A. Bryan		Director

* Jerry W. Burris		Director

* T. Michael Glenn		Director

* Charles A. Haggerty		Director

* David H. Y. Ho		Director


SIGNATURE		TITLE

* David A. Jones		Director

* Ronald L. Merriman		Director

* William T. Monahan		Director


*By		/s/ John L. Stauch
		John L. Stauch
		Attorney-in-fact

EXHIBIT INDEX
TO
REGISTRATION STATEMENT ON FORM S-8


Exhibit Number		Description

4.1		Third Restated Articles of Incorporation as amended through May 3, 2007 (Incorporated by reference to Exhibit 3.1 contained in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2007).

4.2		Fourth Amended and Superseding By-Laws as amended through May 3, 2007 (Incorporated by reference to Exhibit 3.2 contained in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2007).

4.3		Rights Agreement dated as of December 10, 2004 between Pentair, Inc. and Wells Fargo Bank, N.A. (Incorporated by reference to Exhibit 4.1 contained in the Company’s Registration Statement on Form 8-A, dated as of December 31, 2004).

4.4		Pentair, Inc. 2008 Omnibus Stock Incentive Plan, as amended and restated (incorporated by reference to Appendix A contained in the Company’s Proxy Statement for its 2010 Annual Meeting of Shareholders).

4.5		Form of award letter for executive officers under the Pentair, Inc. 2008 Omnibus Stock Incentive Plan, as amended (incorporated by reference to Exhibit 10.1 contained in the Company’s Current Report on Form 8-K filed January 8, 2009).

4.6		Form of award letter for directors under the Pentair, Inc. 2008 Omnibus Stock Incentive Plan, as amended (incorporated by reference to Exhibit 10.21 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2009).

5		Opinion of Foley & Lardner LLP.

15		Letter of Deloitte & Touche LLP regarding Unaudited Interim Financial Information.

23.1		Consent of Foley & Lardner LLP (included in Exhibit 5).

23.2		Consent of Deloitte & Touche LLP.

24		Powers of Attorney.

EX-5 2 c59376exv5.htm EX-5 exv5

EXHIBIT 5


				ATTORNEYS AT LAW

				777 EAST WISCONSIN AVENUE MILWAUKEE, WI 53202-5306 414.271.2400 TEL 414.297.4900 FAX www.foley.com

		July 29, 2010		CLIENT/MATTER NUMBER
				065215-0121

Pentair, Inc.
5500 Wayzata Boulevard, Suite 800
Golden Valley, MN 55416

Ladies and Gentlemen:

We have acted as counsel for Pentair, Inc., a Minnesota corporation (the “Company”), in conjunction with the preparation of a Registration Statement on Form S-8 (the “Registration Statement”) to be filed by the Company with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), relating to 4,000,000 shares of the Company’s Common Stock, $0.16 2/3 par value per share (the “Common Stock”), and the related Preferred Share Purchase Rights (the “Rights”), which may be issued pursuant to the Pentair, Inc. 2008 Omnibus Stock Incentive Plan, as amended and restated (the “Plan”). The terms of the Rights are as set forth in that certain Rights Agreement, dated as of December 10, 2004, by and between the Company and Wells Fargo Bank, N.A. (the “Rights Agreement”).

In connection with our representation, we have examined: (a) the Plan; (b) the Registration Statement, including the exhibits (including those incorporated by reference) constituting a part of the Registration Statement; (c) the Third Restated Articles of Incorporation and Fourth Amended and Superseding By-laws of the Company, each as amended to date; (d) the Rights Agreement; (e) resolutions of the Company’s Board of Directors relating to the Plan and the issuance of Common Stock and Rights thereunder; and (f) such other proceedings, documents and records as we have deemed necessary to enable us to render this opinion.

In our examination of the above-referenced documents, we have assumed the genuineness of all signatures, the authenticity of all documents, certificates and instruments submitted to us as originals and the conformity with the originals of all documents submitted to us as copies.

Based upon and subject to the foregoing, we are of the opinion that:

1. The shares of Common Stock covered by the Registration Statement, when issued by the Company in the manner and for the consideration contemplated by the Plan, will be validly issued, fully paid and nonassessable.

2. The Rights, when issued pursuant to the terms of the Rights Agreement, will be validly issued.



BOSTON	LOS ANGELES	SACRAMENTO	TALLAHASSEE
BRUSSELS	MADISON	SAN DIEGO	TAMPA
CHICAGO	MILWAUKEE	SAN DIEGO/DEL MAR	TOKYO
DETROIT	NEW YORK	SAN FRANCISCO	WASHINGTON, D.C.
JACKSONVILLE	ORLANDO	SILICON VALLEY

Pentair, Inc.
July 29, 2010
Page 2

We consent to the use of this opinion as an exhibit to the Registration Statement and to references to our firm therein. In giving our consent, we do not admit that we are “experts” within the meaning of Section 11 of the Securities Act or within the category of persons whose consent is required by Section 7 of the Securities Act.

Very truly yours,

/s/ Foley & Lardner LLP

EX-15 3 c59376exv15.htm EX-15 exv15

EXHIBIT 15

Pentair, Inc.
5500 Wayzata Boulevard
Suite 800
Golden Valley, Minnesota

We have reviewed, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the unaudited interim financial information of Pentair, Inc. and subsidiaries for the three-month periods ended April 3, 2010 and March 28, 2009, and have issued our report dated April 27, 2010, and for the three- and six-month periods ended July 3, 2010 and June 27, 2009, and have issued our report dated July 29, 2010. As indicated in such reports, because we did not perform an audit, we expressed no opinion on that information.

We are aware that our reports referred to above, which were included in your Quarterly Reports on Form 10-Q for the quarters ended April 3, 2010 and July 3, 2010, are being incorporated by reference in this Registration Statement.

We also are aware that the aforementioned reports, pursuant to Rule 436(c) under the Securities Act of 1933, are not considered a part of the Registration Statement prepared or certified by an accountant or a report prepared or certified by an accountant within the meaning of Sections 7 and 11 of that Act.

Minneapolis, Minnesota
July 29, 2010

EX-23.2 4 c59376exv23w2.htm EX-23.2 exv23w2

EXHIBIT 23.2

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 dated February 23, 2010, relating to the consolidated financial statements and financial statement schedule of Pentair, Inc. and subsidiaries (the “Company”), which expressed an unqualified opinion and included an explanatory paragraph relating to the Company’s change in its method of accounting and reporting for noncontrolling interests, and the effectiveness of the Company’s internal control over financial reporting, appearing in the Annual Report on Form 10-K of the Company for the year ended December 31, 2009.

Minneapolis, Minnesota
July 29, 2010

EX-24 5 c59376exv24.htm EX-24 exv24

EXHIBIT 24

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, That I

Leslie Abi-Karam

hereby constitute and appoint Randall J. Hogan, John L. Stauch and Louis L. Ainsworth, and each of them individually, my true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for me and in my name, place and stead, in any and all capacities, to sign my name as a director of Pentair, Inc. (the “Company”) to the Registration Statement on Form S-8 and any amendments (including post-effective amendments) or supplements thereto relating to the securities to be offered and sold pursuant to the Pentair, Inc. 2008 Omnibus Stock Incentive Plan, as amended and restated, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission in connection with the registration of the above-referenced Securities under the Securities Act of 1933, as amended.

I hereby ratify and confirm all that said attorneys-in-fact and agents, or each of them, have done or shall lawfully do by virtue of this Power of Attorney.