As filed with the Securities and Exchange Commission on May 3, 2024.
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION
STATEMENT
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 2019 Equity and Incentive Compensation Plan
(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 13(a) of the Exchange Act. ¨
EXPLANATORY NOTE
The Timken Company (the “Registrant”) hereby files this Registration Statement on Form S-8 (the “Registration Statement”) to register an additional 4,500,000 common shares, without par value (the “Common Shares”), under The Timken Company 2019 Equity and Incentive Compensation Plan (as amended or amended and restated to date, the “Plan”). The Plan is an amendment and restatement, effective May 3, 2024, of The Timken Company 2019 Equity and Incentive Compensation Plan, for which a previously filed registration statement on Form S-8 relating to the Plan is effective. Pursuant to General Instruction E to Form S-8, this Registration Statement incorporates by reference the contents of the Registration Statement on Form S-8 (Registration No. 333-231367) filed by the Registrant on May 10, 2019, including all attachments and exhibits thereto, except to the extent supplemented, amended or superseded by the information set forth herein or therein.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Registrant is subject to the informational and reporting requirements of Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and, in accordance therewith, files reports, proxy statements and other information with the Securities and Exchange Commission (the “Commission”). The following documents, which are on file with the Commission, are incorporated in this Registration Statement by reference:
(a)
The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (Commission File No. 001-01169), filed February 26, 2024;
(b)
The Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2024 (Commission File No. 001-01169), filed April 30, 2024;
(c)
The Registrant’s Current Report on Form 8-K (Commission File No. 001-01169), filed April 1, 2024;
(d)
The Registrant’s Current Report on Form 8-K (Commission File No. 001-01169), filed May 1, 2024; and
(e)
The description of the Common Shares contained in the Registrant’s Registration Statement filed pursuant to Section 12 of the Securities Exchange Act of 1934, as amended by the description of the Common Shares contained in Exhibit 4.1 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2019 (Commission File No. 001-01169), filed February 14, 2020, and as amended by any subsequent amendment or report filed for the purpose of updating that description.
All documents filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this Registration Statement and prior to the filing of a post-effective amendment that indicate that all securities offered have been sold or that deregisters all securities then remaining unsold, will be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents. Any statement contained in any document incorporated or deemed to be incorporated by reference herein will be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded will not be deemed, except as modified or superseded, to constitute a part of this Registration Statement.
Item 8. Exhibits.
The following Exhibits are being filed as part of this Registration Statement.
Item 9. Undertakings.
(a) The undersigned Registrant 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 Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Filing Fee Tables” or “Calculation of Registration Fee” table, as applicable, in the effective Registration Statement.
(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) do not apply if 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 Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.
(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.
(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) 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 Registrant pursuant to the foregoing provisions, or otherwise, the Registrant 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 Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant 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 Registrant 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 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 North Canton, State of Ohio, on this 3rd day of May, 2024.
| THE TIMKEN COMPANY | ||
| By: | /s/ Hansal N. Patel | |
| Hansal N. Patel | ||
| Vice President, General Counsel & Secretary | ||
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.
| Date: May 3, 2024 | * |
| Richard G. Kyle President, Chief Executive Officer and Director (Principal Executive Officer) | |
| Date: May 3, 2024 | * |
| Philip D. Fracassa Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | |
| Date: May 3, 2024 | * |
| Maria A. Crowe Director | |
| Date: May 3, 2024 | * |
| Elizabeth Ann Harrell Director |
| Date: May 3, 2024 | * |
| Sarah C. Lauber Director | |
| Date: May 3, 2024 | * |
| Christopher L. Mapes Director | |
| Date: May 3, 2024 | * |
| James F. Palmer Director | |
| Date: May 3, 2024 | * |
| Ajita G. Rajendra Director | |
| Date: May 3, 2024 | * |
| Frank C. Sullivan Director | |
| Date: May 3, 2024 | * |
| John M. Timken, Jr. Director | |
| Date: May 3, 2024 | * |
| Ward J. Timken, Jr. Director |
* This Registration Statement has been signed on behalf of the above officers and directors by Hansal N. Patel, as attorney-in-fact pursuant to a power of attorney filed as Exhibit 24.1 to this Registration Statement.
| DATED: May 3, 2024 | By: | /s/ Hansal N. Patel |
| Hansal N. Patel, Attorney-in-Fact |
EXHIBIT 5.1
May 3, 2024
The Timken Company
4500 Mt. Pleasant St. N.W.
North Canton, Ohio 44720-5450
| Re: | Registration Statement on Form S-8 Filed by The Timken Company |
Ladies and Gentlemen:
I am the Vice President, General Counsel and Secretary of The Timken Company, an Ohio corporation (the “Company”), and have acted as counsel for the Company in connection with the registration of 4,500,000 common shares, without par value, of the Company (the “Shares”) that may be issued or delivered and sold pursuant to The Timken Company 2019 Equity and Incentive Compensation Plan (the “Plan”). In connection with the opinion expressed herein, I have examined such documents, records and matters of law as I have deemed relevant or necessary for purposes of such opinion. Based on the foregoing, and subject to the further limitations, qualifications and assumptions set forth herein, I am of the opinion that the Shares that may be issued or delivered and sold pursuant to the Plan and the authorized forms of restricted stock unit or other applicable agreements thereunder (the “Award Agreements”) will be, when issued or delivered and sold in accordance with the Plan, validly issued, fully paid and nonassessable.
The opinion expressed herein is limited to the laws of the State of Ohio, as currently in effect, and I express no opinion as to the effect of the laws of any other jurisdiction on the opinion expressed herein. For purposes of this opinion, I have assumed the authenticity of all documents reviewed by me as originals and the conformity to the originals of all copies of documents reviewed by me. I have also assumed the legal capacity of all natural persons, the genuineness of the signatures of persons signing all documents reviewed by me, and the authority of such persons signing on behalf of the parties thereto. In addition, I have assumed that the resolutions authorizing the Company to issue or deliver and sell the Shares pursuant to the Plan and the Award Agreements will be in full force and effect at all times at which such Shares are issued or delivered and sold by the Company, and that the Company will take no action inconsistent with such resolutions. In rendering the opinion above, I have assumed that each award under the Plan will be approved by the Board of Directors of the Company or an authorized committee thereof.
I hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement on Form S-8 filed by the Company to effect the registration of the Shares under the Securities Act of 1933 (the “Act”). 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 Securities and Exchange Commission promulgated thereunder.
| Very truly yours, | |
| /s/ Hansal N. Patel | |
| Hansal N. Patel | |
| Vice President, General Counsel and Secretary |
EXHIBIT 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to The Timken Company 2019 Equity and Incentive Compensation Plan of our reports dated February 26, 2024, with respect to the consolidated financial statements and schedule of The Timken Company and subsidiaries and the effectiveness of internal control over financial reporting of The Timken Company and subsidiaries included in its Annual Report (Form 10-K) for the year ended December 31, 2023, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Cleveland, Ohio
May 3, 2024
EXHIBIT 24.1
POWER OF ATTORNEY
The Timken Company 2019 Equity and Incentive Compensation Plan (Amended and Restated as of May 3, 2024)
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors and officers of The Timken Company, an Ohio corporation (the “Company”), hereby (1) constitutes and appoints Philip D. Fracassa and Hansal N. Patel, collectively and individually, as his or her agent and attorney-in-fact, with full power of substitution and resubstitution, to (a) sign and file on his or her behalf and in his or her name, place and stead in any and all capacities (i) one or more registration statements on Form S-8, or other appropriate form (the “Registration Statement”) with respect to the registration under the Securities Act of 1933, as amended, of the common shares, without par value, of the Company issuable pursuant to The Timken Company 2019 Equity and Incentive Compensation Plan (Amended and Restated as of May 3, 2024), (ii) any and all amendments, including post-effective amendments, and exhibits to the Registration Statement and (iii) any and all applications or other documents to be filed with the Securities and Exchange Commission or any state securities commission or other regulatory authority with respect to the securities covered by the Registration Statement, and (b) do and perform any and all other acts and deeds whatsoever that may be necessary or required in the premises; and (2) ratifies and approves any and all actions that may be taken pursuant hereto by any of the above-named agents and attorneys-in-fact or their substitutes.
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 directors and officers of the Company have hereunto set their hands as of the 3rd day of May 2024.
| /s/ Philip D. Fracassa | /s/ James F. Palmer | |
| Philip D. Fracassa (Principal Financial Officer and Principal Accounting Officer) |
James F. Palmer | |
| /s/ Richard G. Kyle | /s/ Ajita G. Rajendra | |
| Richard G. Kyle (Principal Executive Officer) |
Ajita G. Rajendra | |
| /s/ Maria A. Crowe | /s/ Frank C. Sullivan | |
| Maria A. Crowe | Frank C. Sullivan | |
| /s/ Elizabeth A. Harrell | /s/ John M. Timken, Jr. | |
| Elizabeth A. Harrell | John M. Timken, Jr. | |
| /s/ Sarah C. Lauber | /s/ Ward J. Timken, Jr. | |
| Sarah C. Lauber | Ward J. Timken, Jr. | |
| /s/ Christopher L. Mapes | ||
| Christopher L. Mapes |
EXHIBIT 107
Calculation of Filing Fee Table
Form S-8
(Form Type)
The Timken Company
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
| Security Type |
Security Class Title |
Fee Calculation Rule |
Amount Registered (1) |
Proposed Maximum Offering Price Per Unit (2) |
Maximum Aggregate Offering Price (2) |
Fee Rate | Amount of Registration Fee |
| Equity | Common Shares, no par value | Other | 4,500,000 | $85.51 | $384,795,000 | $147.60 per $1,000,000 | $56,796 |
| Total Offering Amounts | $384,795,000 | $56,796 | |||||
| Total Fee Offsets | — | ||||||
| Net Fee Due | $56,796 | ||||||
| (1) | Represents the number of additional common shares, without par value (“Common Shares”), of The Timken Company available pursuant to The Timken Company 2019 Equity and Incentive Compensation Plan (as amended or amended and restated to date, the “Plan”) being registered hereon. Pursuant to Rule 416 under the Securities Act of 1933 (the “Securities Act”), this Registration Statement also covers such additional Common Shares as may become available pursuant to any anti-dilution provisions of the 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 sales prices of the Common Shares on the New York Stock Exchange rounded up to the nearest cent on April 26, 2024, which date is within five business days prior to the filing of this Registration Statement. |