-----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, Hcj3sJ80ZAu23JPdGWMLoKWiNVPCIx2e7BFUUgJU134Lhdes4/PhfNYm5kf0STON H6itzOf+gdVVv8JtIWGZxQ== 0000895813-98-000155.txt : 19980629 0000895813-98-000155.hdr.sgml : 19980629 ACCESSION NUMBER: 0000895813-98-000155 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19980626 EFFECTIVENESS DATE: 19980626 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: SCOTSMAN INDUSTRIES INC CENTRAL INDEX KEY: 0000846660 STANDARD INDUSTRIAL CLASSIFICATION: AIR COND & WARM AIR HEATING EQUIP & COMM & INDL REFRIG EQUIP [3585] IRS NUMBER: 363635892 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-57801 FILM NUMBER: 98654868 BUSINESS ADDRESS: STREET 1: 820 FOREST EDGE DR CITY: VERNON HILLS STATE: IL ZIP: 60061 BUSINESS PHONE: 8472154600 S-8 1 As filed with the Securities and Exchange Commission on June 26, 1998 REGISTRATION NO. 333____________ ============================================================== SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------------------- SCOTSMAN INDUSTRIES, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 36-3635892 (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.) 820 FOREST EDGE DRIVE VERNON HILLS, ILLINOIS 60061 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE) SCOTSMAN INDUSTRIES, INC. LONG-TERM EXECUTIVE INCENTIVE COMPENSATION PLAN (FULL TITLE OF THE PLAN) DONALD D. HOLMES VICE PRESIDENT-FINANCE SCOTSMAN INDUSTRIES, INC. 820 FOREST EDGE DRIVE VERNON HILLS, ILLINOIS 60061 (NAME AND ADDRESS OF AGENT FOR SERVICE) (847) 215-4447 (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) WITH A COPY TO: SHIRLEY M. LUKITSCH SCHIFF HARDIN & WAITE 7200 SEARS TOWER CHICAGO, ILLINOIS 60606 (312) 258-5602 ---------------------
CALCULATION OF REGISTRATION FEE Proposed maximum Proposed maximum Amount of Amount offering price per aggregate offering registration Title of Securities to be Registered to be share (1) price (1) fee (1) Common Stock, par value $0.10 per share (including associated Common Stock 600,000 $26.3125 $15,787,500 $4,657.31 Purchase Rights) (1) Estimated on the basis of $26.3125 per share, the average of the high and low sales prices as reported on the New York Stock Exchange consolidated reporting system on June 23, 1998, pursuant to Rule 457(h) and 457(c).
GENERAL INSTRUCTIONS E. REGISTRATION OF ADDITIONAL SECURITIES The purpose of this Registration Statement on Form S-8 is to register an additional 600,000 shares of common stock, $0.10 par value per share (the "Common Stock"), and the associated Common Stock Purchase Rights (the "Rights") of the Registrant issuable pursuant to the Scotsman Industries, Inc. Long-Term Executive Incentive Compensation Plan. The contents of the Registrant's previously filed Registration Statements on Form S-8, File Nos. 33-35871 and 33-53482, filed with the Securities and Exchange Commission on July 13, 1990 and October 20, 1992, registering shares of Common Stock and the associated Rights issuable under the Plan, are hereby incorporated by reference in this Registration Statement. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT All information required in this Registration Statement not included in the exhibits filed herewith or set forth on the signature page is set forth in the Registrant's previously filed Registration Statements on Form S-8, File Nos. 33-35871 and 33-53482, which are incorporated by reference herein. ITEM 8. EXHIBITS. The exhibits filed herewith or incorporated by reference herein are set forth in the Exhibit Index filed as part of this registration statement on page 4 hereof. SIGNATURES THE REGISTRANT. 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 Village of Vernon Hills, State of Illinois, on May 14, 1998. SCOTSMAN INDUSTRIES, INC. (Registrant) By: /s/ Richard C. Osborne ----------------------------- Richard C. Osborne Chairman of the Board, President and Chief Executive Officer POWER OF ATTORNEY Each person whose signature appears below appoints Richard C. Osborne and Donald D. Holmes, or either of them, as such person's true and lawful attorneys-in-fact to execute in the name of each such person, and to file, any amendments to this registration statement that either of such attorneys-in-fact will deem necessary or desirable to enable the Registrant to comply with the Securities Act of 1933, as amended, and any rules, regulations, and requirements of the Securities and Exchange Commission with respect thereto, in connection with the registration of the shares of Common Stock (and the Common Stock Purchase Rights associated therewith), which amendments may make such changes in such registration statement as either of the above- named attorneys-in-fact deems appropriate, and to comply with the undertakings of the Registrant made in connection with this registration statement; and each of the undersigned hereby ratifies all that either of said attorneys will do or cause to be done by virtue hereof. 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 dates indicated. Signature Title Date -------------- ------- ------- /s/ Richard C. Osborne Chairman of the Board, May 14, 1998 ------------------------- President, Chief Executive Richard C. Osborne Officer and Director (Principal Executive Officer) /s/ Donald D. Holmes Vice President -- Finance May 14, 1998 -------------------------- Principal Financial and Donald D. Holmes Accounting Officer) /s/ Donald C. Clark Director May 14, 1998 -------------------------- Donald C. Clark /s/ Frank W. Considine Director May 14, 1998 -------------------------- Frank W. Considine -------------------------- Director May 14, 1998 George D. Kennedy /s/ James J. O'Connor Director May 14, 1998 -------------------------- James J. O'Connor /s/ Robert G. Rettig Director May 14, 1998 -------------------------- Robert G. Rettig /s/ Richard L. Thomas Director May 14, 1998 -------------------------- Richard L. Thomas EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION* PAGE NO. -------------- ------------------------ ---------- 4.1 Restated Certificate of Incorporation of the Registrant (incorporated herein by reference to the Registrant's Form 10-K for the fiscal year ended December 31, 1989). 4.2 By-Laws of the Registrant, as amended (incorporated herein by reference to the Registrant's Form 8-K, dated June 21, 1991). 4.3 Rights Agreement, dated as of April 14, 1989, between Scotsman Industries, Inc. and Harris Trust & Savings Bank (incorporated herein by reference to the Registrant's Form 8-K, dated April 25, 1989), as amended by Amendment No. 1 thereto, dated as of January 11, 1994 (incorporated herein by reference to Scotsman Industries, Inc. Amendment No. 4 to General Form for Registration of Securities on Form 10/A, as filed with the Commission on January 27, 1994), Amendment No. 2 thereto, dated as of February 10, 1998 (incorporated herein by reference to the Company's Form 8-K, dated February 10, 1998) and Amendment No. 3 thereto, dated as of February 11, 1998 (incorporated herein by reference to the Company's Form 8-K, dated February 10, 1998). 5 Opinion of Schiff Hardin & Waite. 23.1 Consent of Arthur Andersen LLP 23.2 Consent of Schiff Hardin & Waite (contained in their opinion filed as Exhibit 5). 24 Powers of Attorney (contained on the signature pages hereto). ------------------------------ * Unless otherwise indicated, all documents incorporated by reference to prior filings have been filed under Commission File No. 1-10182. EX-5 2 EXHIBIT 5 Shirley M. Lukitsch (312) 258-5602 June 26, 1998 Scotsman Industries, Inc. 820 Forest Edge Drive Vernon Hills, Illinois 60061 Re: REGISTRATION ON FORM S-8 OF 600,000 SHARES OF COMMON STOCK ISSUABLE UNDER THE SCOTSMAN INDUSTRIES, INC. LONG-TERM EXECUTIVE INCENTIVE COMPENSATION PLAN Ladies and Gentlemen: We have acted as counsel to Scotsman Industries, Inc., a Delaware corporation (the "Company"), in connection with the Company s filing of a Registration Statement on Form S-8 (the "Registration Statement") covering 600,000 shares of common stock, par value $0.10 per share, of the Company, and the related common stock purchase rights (including such rights, the "Shares"), to be issued pursuant to the terms of the Scotsman Industries, Inc. Long-Term Executive Incentive Compensation Plan (the "Plan"). In this connection, we have considered such questions of law and have examined such documents as we have deemed necessary to enable us to render the opinions contained herein. Based on the foregoing, it is our opinion that those Shares that are originally issued shares, when issued upon the exercise of an option granted under the Plan and subject to the terms and conditions thereof, will be legally issued, fully paid and nonassessable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, SCHIFF HARDIN & WAITE By: /s/ Shirley M. Lukitsch ------------------------------- Shirley M. Lukitsch SML:sl EX-23.1 3 EXHIBIT 23.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report, dated February 3, 1998, included in the Annual Report on Form 10-K of Scotsman Industries, Inc. for the year ended December 28, 1997, and to all references to our firm included in this Registration Statement. ARTHUR ANDERSEN LLP Chicago, Illinois June 25, 1998 -----END PRIVACY-ENHANCED MESSAGE-----