As filed with the Securities and Exchange Commission on November 6, 2023.
Registration No. 333-69129
Registration No. 333-113391
Registration No. 333-179564
Registration No. 333-66905
Registration No. 333-52866
Registration No. 333-113390
Registration No. 333-157721
Registration No. 333-229721
Registration No. 333-103753
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
POST-EFFECTIVE AMENDMENT NO.
1 TO FORM S-8 REGISTRATION STATEMENT NOS. 333-69129, 333
-113391, 333-179564, 333-66905, 333-52866, 333-113390, 333-157721, 333-229721,
and 333-103753
UNDER THE SECURITIES ACT OF 1933
The Timken Company
(Exact Name of Registrant as Specified in Its Charter)
Ohio (State or Other Jurisdiction of Incorporation or Organization) |
34-0577130 (I.R.S. Employer Identification No.) |
4500 Mt. Pleasant St. N.W.
North Canton, Ohio 44720-5450
(Address of Principal Executive Offices Including Zip Code)
THE TIMKEN COMPANY SAVINGS AND INVESTMENT RETIREMENT PLAN
THE TIMKEN COMPANY VOLUNTARY INVESTMENT PENSION PLAN
THE TIMKEN COMPANY SAVINGS PLAN FOR CERTAIN BARGAINING ASSOCIATES
(Full Title of the Plan)
Hansal N. Patel
Vice President, General Counsel and Secretary
4500 Mt. Pleasant St. N.W.
North Canton, Ohio 44720-5450
(234) 262-3000
(Name, Address and Telephone Number of Agent For Service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer þ | Accelerated filer ¨ |
Non-accelerated filer ¨ | Smaller reporting company ¨ |
Emerging growth company ¨ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨
EXPLANATORY NOTE
DEREGISTRATION OF SECURITIES
The Timken Company, an Ohio corporation (the “Registrant”), is filing this Post-Effective Amendment on Form S-8 (the “Post-Effective Amendment”) to deregister any and all securities (including plan interests) that remain unissued or unsold under the Registrant’s Registration Statements on Form S-8 (Nos. 333-69129, 333-113391, 333-179564, 333-66905, 333-52866, 333-113390, 333-157721, 333-229721, and 333-103753) (collectively, the “Registration Statements”) relating specifically to The Timken Company Savings and Investment Retirement Plan, The Timken Company Voluntary Investment Pension Plan, and The Timken Company Savings Plan for Certain Bargaining Associates (collectively, the “Plans”). The Registration Statements registered: (1) (a) 5,000,000 common shares, without par value, of the Registrant on December 17, 1998, (b) an additional 5,000,000 common shares, without par value, of the Registrant on March 8, 2004, and (c) an additional 6,000,000 common shares, without par value, of the Registrant on February 17, 2012, in each case for The Timken Company Savings and Investment Retirement Plan and its predecessor plans; (2) (a) 250,000 common shares, without par value, of the Registrant on November 6, 1998, (b) an additional 350,000 common shares, without par value, of the Registrant on December 28, 2000, (c) an additional 350,000 common shares, without par value, of the Registrant on March 8, 2004, (d) an additional 1,250,000 common shares, without par value, of the Registrant on March 5, 2009, and (e) an additional 400,000 common shares, without par value, of the Registrant on February 15, 2019, in each case for The Timken Company Voluntary Investment Pension Plan and its predecessor plans; and (3) 2,000,000 common shares, without par value, of the Registrant on March 11, 2003 for The Timken Company Savings Plan for Certain Bargaining Associates and its predecessor plans, plus in each case an indeterminate amount of plan interests, to be offered and sold pursuant to the Plans. The offerings pursuant to these Plans have concluded and, accordingly, this Post-Effective Amendment to the Registration Statements is being filed in order to deregister all securities specifically attributable to the Plans that were registered under the Registration Statements and remain unissued or unsold under the Plans.
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 North Canton, State of Ohio, on this 3rd day of November, 2023.
THE TIMKEN COMPANY | |||
By: | /s/ Hansal N. Patel | ||
Hansal N. Patel | |||
Vice President, General Counsel and Secretary |
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
Date: November 3, 2023 | /s/ Richard G. Kyle | ||
Richard G. Kyle | |||
President, Chief Executive Officer and Director | |||
(Principal Executive Officer) | |||
Date: November 3, 2023 | /s/ Philip D. Fracassa | ||
Philip D. Fracassa | |||
Executive Vice President and Chief Financial Officer | |||
(Principal Financial Officer and Principal | |||
Accounting Officer) | |||
Date: November 3, 2023 | /s/ Maria A. Crowe | ||
Maria A. Crowe | |||
Director | |||
Date: November 3, 2023 | /s/ Elizabeth Ann Harrell | ||
Elizabeth Ann Harrell | |||
Director | |||
Date: November 3, 2023 | |||
Sarah C. Lauber | |||
Director |
Date: November 3, 2023 | /s/ John A. Luke, Jr. | ||
John A. Luke, Jr. | |||
Director | |||
Date: November 3, 2023 | /s/ Christopher L. Mapes | ||
Christopher L. Mapes | |||
Director | |||
Date: November 3, 2023 | |||
James F. Palmer | |||
Director | |||
Date: November 3, 2023 | /s/ Ajita G. Rajendra | ||
Ajita G. Rajendra | |||
Director | |||
Date: November 3, 2023 | /s/ Frank C. Sullivan | ||
Frank C. Sullivan | |||
Director | |||
Date: November 3, 2023 | /s/ John M. Timken, Jr. | ||
John M. Timken, Jr. | |||
Director | |||
Date: November 3, 2023 | /s/ Ward. J. Timken, Jr. | ||
Ward J. Timken, Jr. | |||
Director |
Pursuant to the requirements of the Securities Act, the trustees (or other persons who administer the Plans referenced herein) have duly caused this Post-Effective Amendment to be signed on their behalf by the undersigned, thereunto duly authorized, in the City of Canton, State of Ohio, on this 3rd day of November, 2023.
THE TIMKEN COMPANY | ||
SAVINGS AND INVESTMENT | ||
RETIREMENT PLAN | ||
By: | /s/ Philip D. Fracassa | |
Name: | Philip D. Fracassa | |
Title: | Executive Vice President and | |
Chief Financial Officer | ||
THE TIMKEN COMPANY | ||
VOLUNTARY INVESTMENT | ||
PENSION PLAN | ||
By: | /s/ Philip D. Fracassa | |
Name: | Philip D. Fracassa | |
Title: | Executive Vice President and | |
Chief Financial Officer | ||
THE TIMKEN COMPANY | ||
SAVINGS PLAN FOR CERTAIN | ||
BARGAINING ASSOCIATES | ||
By: | /s/ Philip D. Fracassa | |
Name: | Philip D. Fracassa | |
Title: | Executive Vice President and | |
Chief Financial Officer |