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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
TWIN DISC, INCORPORATED
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(Exact name of issuer as specified in its charter)
Wisconsin 39-0667110
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
1328 Racine Street, Racine, Wisconsin 53403
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(Address of Principal Executive Offices) (Zip Code)
Twin Disc, Incorporated 1998 Stock Option Plan for Non-Employee Directors
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(Full title of the plan)
Fred H. Timm, Secretary, 1328 Racine Street, Racine
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Wisconsin, 53403
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(Name and address of agent for service)
(414) 638-4200
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(Telephone number, including area code, of agent for service)
<TABLE>
<CAPTION>
Calculation of Registration Fee
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Proposed
Proposed maximum offering Amount of
Title of securities Amount to be Maximum offering aggregate registration
to be registered registered price per share* offering price* fee
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<S> <C> <C> <C> <C>
Common Stock 35,000 $21.875 $765,625 $212.84
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*Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457 and is based upon the average of the high and low
prices of the Common Stock as of December 9, 1998.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
The documents containing the information specified in Part I of this
Registration Statement will be sent or given to eligible employees as
specified by Rule 428(b)(1) of the Securities Act of 1933, as amended
("Securities Act"). Such documents are not required to be and are not filed
with the Securities and Exchange Commission ("Commission") either as part of
this Registration Statement or as prospectuses or prospectus supplements
pursuant to Rule 424. These documents and the documents incorporated by
reference in this Registration Statement pursuant to Item 3 of Part II of this
Form S-8, taken together, constitute a prospectus that meets the requirements
of Section 10(a) of the Securities Act.
Item 2. Registrant Information and Employee Plan Annual Information.
Upon written or oral request, any of the documents incorporated by
reference in Item 3 of Part II of this Registration Statement (which documents
are incorporated by reference in this Section 10(a) Prospectus), other
documents required to be delivered to eligible employees pursuant to
Rule 428(b) or additional information about the Twin Disc, Incorporated 1998
Stock Option Plan for Non-Employee Directors are available without charge by
contacting:
Office of the Secretary
Twin Disc, Incorporated
1328 Racine Street
Racine, Wisconsin 53403
(414) 638-4200
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents and all documents subsequently filed by the
Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, are hereby incorporated by reference from
the date of filing of such documents:
(1) The Company's Form 10-K Annual Report pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934 for the fiscal year
ended June 30, 1998;
(2) The Company's 1998 Proxy Statements for the Annual Meeting of
Shareholders;
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(3) The Company's Form 10-Q Quarterly Report pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934 for the quarter
ended September 30, 1998; and
(4) The Auditor's Consent to incorporate the Company's Financial
Reports contained in the Annual Report.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
None.
Item 6. Indemnification of Directors and Officers.
The directors and officers of the Company are afforded indemnification
against liability which they may incur in their capacities as such under the
Wisconsin Business Corporation Law, Chapter 180 of the Wisconsin Statutes
("WBCL"), and the Bylaws of the Company and, in the case of directors,
indemnification agreements with the Company.
Item 7. Exemption From Registration Claimed.
Not applicable.
Item 8. Exhibits.
4(a) Twin Disc, Incorporated 1998 Stock Option Plan for Non-
Employee Directors (Incorporated by reference to Exhibit B to the
Company's 1998 Proxy Statement for the Annual Meeting of
Shareholders held on October 16, 1998).
4(b) Articles of Incorporation, as restated October 21, 1988
(Incorporated by reference to Exhibit 3(a) to the Company's Form
10-K for the year ended June 30, 1998).
4(c) Form of Rights Agreement dated as of April 17, 1998 by and
between the Company and the Firstar Trust Company, as Rights
Agent, with Form of Rights Certificate (Incorporated by reference
to Exhibits 1 and 2 to the Company's Form 8-A dated May 4, 1998).
4(d) Announcement of Shareholder Rights Plan per news release
dated April 17, 1998 (Incorporated by reference to Exhibit 99, of
the Company's Form 10-Q dated May 4, 1998).
5 Opinion of counsel regarding legality provided by von
Briesen, Purtell & Roper, s.c.
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15 Not applicable.
23(a) Consent of independent auditors provided by Pricewaterhouse-
Coopers LLP.
23(b) Consent of counsel provided by von Briesen, Purtell & Roper,
s.c. (contained in Exhibit 5).
24 Power of attorney (included as part of the signature page 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 a twenty
percent (20%) change in the maximum aggregate
offering price set forth in the "Calculation of
Registration Fee" table 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.
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(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 in 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 Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's
annual report pursuant to 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
registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in
the Act 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 Act and will be
governed by the final adjudication of such issue.
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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 Racine, State of Wisconsin, on December 11, 1998.
Twin Disc, Incorporated
By:
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Michael E. Batten
Chairman, Chief Executive Officer &
Director
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James O. Parrish
Vice President-Finance, Treasurer &
Director
(Chief Financial Officer)
POWER OF ATTORNEY
The undersigned officers and directors of Twin Disc, Incorporated hereby
severally constitute Michael E. Batten and James O. Parrish, each of them
singly, true and lawful attorneys with full power to them, and each of them,
singly, to sign for us and in our names in the capacities indicated below, the
Registration Statement filed herewith and any and all amendments to this
Registration Statement, and generally do all such things in our names and
behalf in our capacities as set forth below to enable Twin Disc, Incorporated
to comply with the provisions of the Securities Act of 1933 and all
requirements of the Securities and Exchange Commission, hereby ratifying and
confirming our signatures so they may be signed by our said attorneys, or any
of them, to this Registration Statement and any and all amendments thereto.
Pursuant to the requirements of the Securities Act of 1933, the Registration
Statement and Power of Attorney have been signed by the following persons in
the capacities and on the date indicated.
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Michael E. Batten
Chairman, Chief Executive Officer & Director
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Michael H. Joyce
President, Chief Operating Officer & Director
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James O. Parrish
Vice President-Finance, Treasurer & Director
(Chief Financial Officer)
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Fred H. Timm
Corporate Controller & Secretary
(Chief Accounting Officer)
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John A. Mellowes
Director
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Paul J. Powers
Director
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Richard T. Savage
Director
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David L. Swift
Director
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George E. Wardeberg
Director
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David R. Zimmer
Director
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INDEX TO EXHIBITS
Exhibit Description Page
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4(a) Twin Disc, Incorporated 1998 Stock Option Plan for N/A
Non-Employee Directors (Incorporated by reference to
Exhibit B to the Company's 1998 Proxy Statement for
the Annual Meeting of Shareholders held on October 16, 1998).
4(b) Articles of Incorporation, as restated October 21, 1988 N/A
(Incorporated by reference to Exhibit 3(a) to the
Company's Form 10-K for the year ended June 30, 1998).
4(c) Form of Rights Agreement dated as of April 17, 1998 by N/A
and between the Company and the Firstar Trust Company,
as Rights Agent, with Form of Rights Certificate
(Incorporated by reference to Exhibits 1 and 2 to the
Company's Form 8-A dated May 4, 1998).
4(d) Announcement of Shareholder Rights Plan per news release N/A
dated April 17, 1998 (Incorporated by reference to Exhibit
99, of the Company's Form 10-Q dated May 4, 1998).
5 Opinion of counsel regarding legality provided by von 9
Briesen, Purtell & Roper, s.c.
15 Not applicable. N/A
23(a) Consent of independent auditors provided by 10
PricewaterhouseCoopers LLP.
23(b) Consent of counsel provided by von Briesen, Purtell 9
& Roper, s.c. (contained in Exhibit 5).
24 Power of attorney (included as part of the signature 6
page of this Registration Statement).
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December 11, 1998
The Board of Directors
Twin Disc, Incorporated
1328 Racine Street
Racine, WI 53403
Gentlemen:
This firm is counsel for Twin Disc, Incorporated ("Company"), which is the
registrant in a Registration Statement under the Securities Act of 1933 on
Form S-8, dated December 11, 1998, relating to the registration of 35,000
shares of the Company's common stock, no par value per share ("Shares"), to be
offered and sold pursuant to the Twin Disc, Incorporated 1998 Stock Option
Plan for Non-Employee Directors.
As counsel, we are familiar with the action taken by the Company in connection
with the authorization of the Shares. We have examined such records and other
documents as we have deemed necessary for the opinion hereinafter expressed.
Based upon the foregoing, and having regard to legal considerations which we
deem relevant, we are of the opinion that the Shares described in the
Registration Statement will be, when sold, legally issued by the Company,
fully paid and non-assessable, except to the extent provided in Section
180.0622(2)(b), of the Wisconsin Statutes which provides, in part, that
shareholders of a Wisconsin corporation are personally liable to an amount
equal to the consideration for which their shares without par value were
issued for all debts owing to employees of the corporation for services
performed for such corporation, but not exceeding six months' service in any
one case.
We hereby consent to the inclusion of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
von BRIESEN, PURTELL & ROPER, s.c.
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CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement of
Twin Disc, Incorporated on Form S-8, Twin Disc, Incorporated 1998 Stock Option
Plan for Non-Employee Directors dated December 11, 1998, of our reports dated
July 24, 1998, on our audits of the consolidated financial statements and
financial statement schedule of Twin Disc, Incorporated as of June 30, 1998
and 1997 and for the years ended June 30, 1998, 1997, and 1996, which reports
are included in the Company's Annual Report on Form 10-K.
We are aware that our report dated October 9, 1998 on our review of interim
financial information of Twin Disc, Incorporated for the three-month periods
ended September 30, 1998 and 1997 and included in the Company's Quarterly
Report on Form 10-Q for the quarter then ended is incorporated by reference in
the registration statement of Twin Disc, Incorporated on Form S-8, Twin Disc,
Incorporated 1998 Stock Option Plan for Non-Employee Directors dated December
11, 1998. Pursuant to Rule 436(c) under the Securities Act of 1933, this
report should not be considered a part of the registration statement prepared
or certified by us within the meaning of Sections 7 and 11 of that Act.
PricewaterhouseCoopers LLP
Milwaukee, Wisconsin
December 11, 1998
