As filed with the Securities and Exchange Commission on June 28, 1999
Registration No. 333-___
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
COLUMBUS McKINNON CORPORATION
(Exact name of Registrant as specified in its charter)
New York 16-0547600
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
140 John James Audubon Parkway
Amherst, New York 14228-1197
(Address of Principal Executive Office) (Zip Code)
Options assumed by Columbus McKinnon Corporation
originally granted under the:
G.L. INTERNATIONAL INC. 1997
STOCK OPTION PLAN
and the
LARCO INDUSTRIAL SERVICES LTD.
1997 STOCK OPTION PLAN
(Full title of the plan)
Robert L. Montgomery, Jr.
Executive Vice President and Chief Financial Officer
COLUMBUS McKINNON CORPORATION
140 John James Audubon Parkway
Amherst, New York 14228-1197
(Name and address of agent for service)
716-689-5400
(Telephone number, including area code, of agent for service)
<PAGE>
Copy to: Phillips, Lytle, Hitchcock, Blaine & Huber LLP
3400 HSBC Center
Buffalo, New York 14203
Attention: Frederick G. Attea, Esq..
CALCULATION OF REGISTRATION FEE
- ---------------------- -------------- --------------- ------------- ------------
Title of Amount Proposed Max. Proposed Max. Amount of
securities to be to be offering price aggregate registration
registered registered (1) per share offering fee (2)
price (2)
- ---------------------- -------------- --------------- ------------- ------------
Common Stock, par 154,848 $4.34 - $17.36 $929,694.52 $258.46
value $.01 per share,
and related Preferred Weighted
Stock Purchase Rights average $6.0039
- ---------------------- -------------- --------------- ------------- ------------
(1) The number of shares are subject to adjustment in accordance with the
anti-dilution provisions of the Plans. Accordingly, this Registration Statement
also covers an indeterminable number of shares which may be issuable in
connection with such provisions.
(2) Estimated solely for the purpose of calculating the amount of the
registration fee. The maximum aggregate offering price and the amount of the
registration fee have been computed in accordance with Rule 457(h) based upon
the weighted average price at which granted options may be exercised. No
additional options will be issued under either of the above-mentioned plans.
The shares of common stock registered hereunder are issuable in
connection with stock options assumed by the Registrant pursuant to a certain
Agreement and Plan of Merger, dated as of February 16, 1999, pursuant to which
G.L. International Inc. ("G.L.") became a wholly-owned direct subsidiary of
Registrant and Larco Industrial Services Ltd. ("Larco") became a wholly-owned
indirect subsidiary of Registrant. These options were originally granted by G.L.
to certain employees under the G.L. 1997 Stock Option Plan and by Larco to
certain employees and a non-employee director under the Larco 1997 Stock Option
Plan.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Pursuant to the instructions for Form S-8, the documents containing the
information specified in Items 1 and 2 of Part I of Form S-8 are not being filed
with the Securities and Exchange Commission as part of this Registration
Statement, but will be sent or given to optionees as specified by Rule
428(b)(1).
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents previously filed with the Commission
are incorporated by reference in this Registration Statement.
(a) The Company's Annual Report on Form 10-K for the fiscal
year ended March 31, 1998.
(b) The Company's Quarterly Reports on Form 10-Q for the
periods ended June 28, 1998, September 27, 1998 and December 27, 1998.
(c) The Company's Current Reports on Form 8-K filed on April
9, 1998; October 29, 1998; May 18, 1999 and May 26, 1999.
(d) The description of the Capital Stock contained in the
Company's Registration Statement on Form 8-A, dated January 22, 1996, as amended
by Registrant's Form 8-A/A Amendment No. 1, dated February 21, 1996.
(e) The description of the Preferred Stock Purchase Rights
contained in the Company's Registration Statement on Form 8-A, dated October 27,
1997.
In addition, all documents subsequently filed by the Company
pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
1934, as amended, prior to the filing of a post-effective amendment to this
Registration Statement which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference herein and to be a part hereof from the
date of filing of such documents.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers
<PAGE>
The Certificate of Incorporation of the Registrant provides
that a director will not be personally liable for damages to the Registrant or
its shareholders for breach of duty as a director, except to the extent that
such exemption or limitation is not permitted under the New York Business
Corporation Law (the "NYBCL"). The NYBCL does not permit the elimination or
limitation of liability arising from (i) acts or omissions not in good faith or
that involve intentional misconduct or a knowing violation of law; (ii) any
transaction from which the director derived financial profit or other advantage
to which he was not legally entitled; (iii) payment of a dividend or approval of
a stock repurchase in violation of NYBCL Section 510 (which, among other things,
requires that dividends be paid only out of earned surplus and prohibits
dividend payments when a corporation is insolvent or would thereby be made
insolvent) or NYBCL Section 513 (which, among other things, prohibits a
corporation from purchasing or redeeming its shares out of surplus if the
corporation is insolvent or would thereby be made insolvent and places certain
restrictions on the purchase price payable by a corporation in purchasing or
redeeming its shares); (iv) distribution of assets to shareholders after
dissolution without provision for all known liabilities; or (v) extension of any
loan to directors in violation of NYBCL Section 714 (which requires any loan
from a corporation to a director to be authorized by vote of the shareholders).
The Certificate of Incorporation also provides that each
person, and his or her heirs, executors, or administrators, who was or is a
party or is threatened to be made a party to, or is involved in any threatened
or pending or completed action, suit, or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that such person is or
was a director or officer of the Registrant or is or was serving at the request
of the Registrant as a director or officer of another corporation, partnership,
joint venture, trust or other enterprise, will be indemnified and held harmless
by the Registrant to the fullest extent permitted by the NYBCL. The Certificate
further provides that the right to indemnification includes the right to be paid
by the Registrant for expenses incurred in connection with any such proceeding
before its final disposition to the fullest extent permitted by the NYBCL, and
the right to indemnification conferred thereunder is a contract right.
Under the Certificate of Incorporation, (i) the rights and
authority described above are not exclusive of any other right that any person
otherwise may have or acquire and (ii) no amendment, modification or repeal of
the Certificate of Incorporation or Bylaws will eliminate or reduce the effect
of the provisions in the Certificate of Incorporation limiting liability or
indemnifying certain persons or adversely affect any right or protection then
existing thereunder in respect to any acts or omissions occurring before such
amendments, modification, repeal or adoption.
Sections 721 through 725 of the NYBCL provide for
indemnification of directors and officers under certain circumstances and
subject to specific limitations, and authorize a corporation to purchase
insurance to indemnify its directors and officers. Pursuant to these provisions,
a corporation may indemnify its officers and directors who are or are threatened
<PAGE>
to be made parties in any action or proceeding, except a derivative action,
whether civil or criminal, by reason of their being officers or directors or
serving, at the request of the corporation, in any capacity any other
corporation or any partnership, joint venture, trust, employee benefit plan or
other enterprise, against judgments, fines, amounts paid in settlement and
reasonable expenses, including attorneys' fees, provided that the officer or
director acted in good faith, for a purpose that such officer or director
reasonably believed to be in (or in case of service for any other corporation or
any partnership, joint venture, trust, employee benefit plan or other
enterprise, not opposed to) the best interests of the corporation. In the case
of criminal actions or proceedings, indemnification is allowed if the officer or
director had no reasonable cause to believe that his or her conduct was
unlawful. An officer or director who is successful in defense of such civil or
criminal actions or proceeding is entitled to indemnification.
A corporation may indemnify any person made, or threatened to
be made, a party to a derivative action by reason of the fact that such person
is or was a director or officer of the corporation or was serving at the request
of the corporation as a director or officer of any corporation or any
partnership, joint venture, trust, employee benefit plan or other enterprise,
against amounts paid in settlement and reasonable expenses, including attorneys'
fees, provided that such director or officer acted in good faith, for a purpose
which he reasonably believed to be in (or in the case of service for another
corporation or any partnership, joint venture, trust, employee benefit plan or
other enterprise, not opposed to) the best interests of the corporation, except
that no indemnification is permitted in respect to a threatened action or a
pending action which is settled or otherwise disposed of or in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation, except to the extent that a court may otherwise
determine.
A person who has been successful in the defense of a civil or
criminal action or proceeding of the character described above is entitled to
indemnification to the extent described above. Otherwise, absent court approval,
indemnification in the specific case, after a finding that the director or
officer met the requisite standard of conduct, must be authorized either (i) by
the board of directors acting by a quorum consisting of directors who are not
parties to the action; or (ii) by the board upon the opinion of independent
legal counsel that the indemnification is proper under the circumstances, or
(iii) by the shareholders.
Item 7. Exemption from Registration.
Not applicable.
Item 8. Exhibits
See the Exhibit Index, below.
Item 9. Undertakings
(a) The undersigned registrant hereby undertakes:
<PAGE>
(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;
(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 (ii) do not apply if the
registration statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 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 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.
<PAGE>
(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.
<PAGE>
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 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 Amherst, New York on June 28, 1999.
COLUMBUS McKINNON CORPORATION
By: /S/ ROBERT L. MONTGOMERY, JR.
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ROBERT L. MONTGOMERY, JR.
Executive Vice President and
Chief Financial Officer
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints TIMOTHY T. TEVENS and ROBERT L.
MONTGOMERY, JR., and each of them, as his true and lawful attorneys-in-fact,
with full power of substitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission under the Securities Act of 1933, granting
unto said attorneys-in-fact full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as they might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact, or
their substitutes, may lawfully 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 INDICATED ON JUNE 28, 1999.
SIGNATURE CAPACITY
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/S/ HERBERT P. LADDS, JR. Chairman of the Board of Directors
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Herbert P. Ladds, Jr.
/S/ TIMOTHY T. TEVENS President, Chief Executive Officer
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Timothy T. Tevens and Director (Principal Executive Officer)
/S/ ROBERT L. MONTGOMERY, JR. Executive Vice President, Chief Financial
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Robert L. Montgomery, Jr. Officer (Principal Accounting Officer
and Principal Financial Officer) and
Director
/S/ EDWARD W. DUFFY Director
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Edward W. Duffy
/S/ RANDOLPH A. MARKS Director
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Randolph A. Marks
/S/ L. DAVID BLACK Director
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L. David Black
/S/ CARLOS PASCUAL Director
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Carlos Pascual
/S/ RICHARD H. FLEMING Director
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Richard H. Fleming
<PAGE>
INDEX TO EXHIBITS
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EXHIBIT
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5 - Opinion of Phillips, Lytle,
Hitchcock, Blaine & Huber LLP as to
the legality of the securities
registered.
23(a) - Consent of Ernst & Young LLP
23(b) - Consent of Phillips, Lytle, Hitchcock,
Blaine & Huber LLP (included in Exhibit 5)
24 - Power of Attorney (included with
signature page)
EXHIBITS 5 AND 23(b)
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OPINION OF PHILLIPS, LYTLE, HITCHCOCK,
BLAINE & HUBER LLP AS TO THE LEGALITY
OF THE SECURITIES REGISTERED
<PAGE>
June 28, 1999
Columbus McKinnon Corporation
140 John James Audubon Parkway
Amherst, New York 14228-1197
Re: Columbus McKinnon Corporation
Registration Statement on Form S-8
Ladies and Gentlemen:
This opinion is given in connection with the Registration
Statement on Form S-8 being filed by Columbus McKinnon Corporation (the
"Company") with the Securities and Exchange Commission relating to 154,848
shares of Common Stock, $.01 par value ("Common Stock") to be issued pursuant to
options granted under the G.L. International Inc. 1997 Stock Option Plan and the
Larco Industrial Services Ltd. 1997 Stock Option Plan (the "Plans"), which
options are being assumed by the Company.
In connection with rendering this opinion, we have examined
the Restated Certificate of Incorporation and the By-laws, as amended, of the
Company, such records of corporate proceedings of the Company and such other
documents and records as we deemed necessary for the purposes of this opinion.
Based upon the foregoing, and having regard for such legal
considerations as we have deemed relevant, we are of the opinion that the
154,848 shares of Common Stock which may be issued by the Company have been duly
authorized and, when issued in accordance with the terms of the Plans, will be
validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an Exhibit
to the Registration Statement.
Very truly yours,
PHILLIPS, LYTLE, HITCHCOCK, BLAINE & HUBER LLP
EXHIBIT 23(a)
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CONSENT OF ERNST & YOUNG LLP
INDEPENDENT AUDITORS
<PAGE>
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8 No. 333- ) pertaining to the Options assumed by Columbus McKinnon
Corporation originally granted under the G.L. International Inc. 1997 Stock
Option Plan and the Larco Industrial Services Ltd. 1997 Stock Option Plan of our
reports (a) dated May 15, 1998, with respect to the consolidated financial
statements and financial statement schedule of Columbus McKinnon Corporation
included in its Annual Report (Form 10-K) and (b) dated June 8, 1998, with
respect to the financial statements and schedules of the Columbus McKinnon
Corporation Employee Stock Ownership Plan included in the Plan's Annual Report
(Form 11-K) , both for the year ended March 31, 1998, filed with the Securities
and Exchange Commission.
/s/ Ernst & Young LLP
Buffalo, New York
June 28, 1999
EXHIBITS 5 AND 23(b)
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OPINION OF PHILLIPS, LYTLE, HITCHCOCK,
BLAINE & HUBER LLP AS TO THE LEGALITY
OF THE SECURITIES REGISTERED
<PAGE>
June 28, 1999
Columbus McKinnon Corporation
140 John James Audubon Parkway
Amherst, New York 14228-1197
Re: Columbus McKinnon Corporation
Registration Statement on Form S-8
Ladies and Gentlemen:
This opinion is given in connection with the Registration
Statement on Form S-8 being filed by Columbus McKinnon Corporation (the
"Company") with the Securities and Exchange Commission relating to 154,848
shares of Common Stock, $.01 par value ("Common Stock") to be issued pursuant to
options granted under the G.L. International Inc. 1997 Stock Option Plan and the
Larco Industrial Services Ltd. 1997 Stock Option Plan (the "Plans"), which
options are being assumed by the Company.
In connection with rendering this opinion, we have examined
the Restated Certificate of Incorporation and the By-laws, as amended, of the
Company, such records of corporate proceedings of the Company and such other
documents and records as we deemed necessary for the purposes of this opinion.
Based upon the foregoing, and having regard for such legal
considerations as we have deemed relevant, we are of the opinion that the
154,848 shares of Common Stock which may be issued by the Company have been duly
authorized and, when issued in accordance with the terms of the Plans, will be
validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an Exhibit
to the Registration Statement.
Very truly yours,
PHILLIPS, LYTLE, HITCHCOCK, BLAINE & HUBER LLP
