SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
_______________
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
GRADALL INDUSTRIES, INC.
(Exact name of Registrant as specified in its charter)
Delaware 36-3381606
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
406 Mill Avenue S.W.
New Philadelphia, Ohio 44663
(Address of Principal Executive Offices) (Zip Code)
Gradall Industries, Inc. 1998 Stock Option Plan
Gradall Industries, Inc. Employee Stock Purchase Plan
(Full title of the Plans)
Bruce A. Jonker
Vice President and Chief Financial Officer
Gradall Industries, Inc.
406 Mill Avenue S.W.
New Philadelphia, Ohio 44663
(330) 339-2211
(Name, address, including zip code, and telephone number, including area code
of agent for service)
CALCULATION OF REGISTRATION FEE
Title of
Securities Proposed Maximum Proposed Maximum Amount of
to be Amount to be Aggregate Price Aggregate Offering Registration
Registered Registered Per Unit(a) Price(a) Fee
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Common Stock 600,000 shares $13.063 $7,837,800 $2,312.15
par value
$.001
(a) Based on the average of the high and low sale prices of the shares on
The NASDAQ National Market on June 23, 1998, and estimated solely for the
purpose of calculating the registration fee under Rule 457(c).
<PAGE>
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
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The following documents filed by Gradall Industries, Inc. (the "Company")
with the Securities Exchange Commission (the "Commission) are incorporated
herein by reference:
(a) the Company's Annual Report on Form 10-K for the year ended
December 31, 1997;
(b) the Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1998; and
(c) The description of the Company's common stock set forth in its
registration statement on Form 8-A (No. 0-28736) filed pursuant
to Section 12(g) of the Securities Exchange Act of 1934.
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 prior to the
filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities remaining
unsold, shall be deemed to be incorporated by reference herein and to be a
part hereof from the date of the filing of such documents.
Item 6. Indemnification of Directors and Officers
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Section 145 of the Delaware General Corporation Law empowers corporations
to indemnify any person who was or is a party or is threatened to be made a
party to any pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that such
person is or was an officer or director of the corporation or was serving at
the request of the corporation in certain capacities with another corporation
or entity. Such indemnity may extend to expenses, judgments, fines and
amounts paid in settlement. Indemnification is limited generally to instances
in which the person to be indemnified acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation and, with respect to any criminal proceeding, had no reason to
believe that his conduct was unlawful. In the case of proceedings brought by
or in the right of the corporation, indemnity is limited to expenses
(including attorneys' fees) actually and reasonably incurred by the person in
connection with the defense or settlement of such proceeding except that no
indemnification for expenses is permitted where the person has been adjudged
to be liable for negligence or misconduct in the performance of his duty to
the corporation unless and to the extent otherwise determined by a court of
competent jurisdiction. To the extent an officer or director has been
successful in the defense of any proceeding, Section 145 requires that he be
indemnified against expenses.
Article Seventh of the Amended and Restated Certificate of Incorporation
of the Company requires the Company to indemnify all persons whom it may
indemnify pursuant to Section 145 of the Delaware General Corporation Law to
the full extent permitted thereby.
The Delaware General Corporation Law also authorizes corporations to
provide other forms of indemnification, including insurance and
indemnification agreements.
<PAGE>
Item 8. Exhibits
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Exhibit No. Description of Document
------------ -----------------------
5.1 Opinion of Black, McCuskey, Souers & Arbaugh as to
the legality of the securities being registered(1)
10.1 Gradall Industries, Inc. 1998 Stock Option Plan(2)
10.2 Gradall Industries, Inc. Employee Stock Purchase
Plan(1)
23.1 Consent of Coopers & Lybrand L.L.P.(1)
23.2 Consent of Black, McCuskey, Souers & Arbaugh
(included in their opinion filed as
Exhibit 5.1)(1)
(1) Filed herewith.
(2) Incorporated by reference to Exhibit 10.17 to Gradall Industries, Inc.'s
Annual Report on Form 10-K for the fiscal year ended December 31, 1997
(Commission File No. 001-12049)
Item 9. Undertakings
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The undersigned registrant hereby undertakes:
(1) To file during any period in which offers and 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 (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 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.
(4) 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 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.
(5) 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
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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 City of New Philadelphia, Ohio on June 22,
1998.
Gradall Industries, Inc.
(Registrant)
By: /s/ Barry L. Phillips
-----------------------
Barry L. Phillips
President
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.
Signature Title Date
--------- ----- ----
/s/ Barry L. Phillips President and Director June 29, 1998
- -------------------------- -------------
Barry L. Phillips
/s/ Bruce A. Jonker Vice President, Chief June 29, 1998
- -------------------------- -------------
Bruce A. Jonker Financial Officer and
Treasurer (Principal
Financial and Accounting
Officer)
/s/ David S. Williams Director June 29, 1998
- -------------------------- -------------
David S. Williams
Director
- -------------------------- -------------
Sangwoo Ahn
/s/ John A. Morgan Director June 29, 1998
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John A. Morgan
/s/ Perry J. Lewis Director June 29, 1998
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Perry J. Lewis
/s/ William C. Ughetta, Jr. Director June 29, 1998
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William C. Ughetta, Jr.
/s/ Jack D. Rutherford Director June 29, 1998
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Jack D. Rutherford
/s/ Ernest Green Director June 29, 1998
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Ernest Green
<PAGE>
EXHIBIT INDEX
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Exhibit No. Description of Document
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5.1 Opinion of Black, McCuskey, Souers & Arbaugh
as to the legality of the securities being
registered(1)
10.1 Gradall Industries, Inc. 1998 Stock Option Plan(2)
10.2 Gradall Industries, Inc. Employee Stock Purchase
Plan(1)
23.1 Consent of Coopers & Lybrand L.L.P.(1)
23.2 Consent of Black, McCuskey, Souers & Arbaugh (included
in their opinion filed as Exhibit 5.1) (1)
(1) Filed herewith.
(2) Incorporated by reference to Exhibit 10.17 to Gradall Industries, Inc.'s
Annual Report on Form 10-K for the fiscal year ended December 31, 1997
(Commission File No. 001-12049)
Exhibit 5.1
-----------
June 18, 1998
Gradall Industries, Inc.
406 Mill Avenue S.W.
New Philadelphia, Ohio 44663
Ladies and Gentlemen:
Reference is made to your Registration Statement on Form S-8 to be
filed with the Securities and Exchange Commission with respect to the proposed
sale of up to 600,000 shares (the "Shares") of Common Stock, par value $0.001,
of Gradall Industries, Inc. (the "Company") pursuant to the terms of the
Gradall Industries, Inc. 1998 Stock Option Plan and the Gradall Industries
Employees Stock Purchase Plan (collectively, the "Benefit Plans").
We have examined the records relating to the incorporation of the
Company, including its Certificate of Incorporation and all amendments
thereto, the records of proceedings taken by its directors and shareholders to
date and the applicable provisions of the laws of the State of Delaware under
which the Company was incorporated.
Based upon the foregoing and upon the examination of such other
matters as we have deemed necessary in order to express the opinion
hereinafter set forth, we are of the opinion that:
The Shares to be issued and sold by the Company pursuant to the
Benefits Plans, when and if issued in accordance with the terms of each
Benefit Plan, will be duly authorized, validly issued, fully paid and
nonassessable.
We consent to the filing of this opinion as an exhibit to said
Registration Statement. In giving such consent, we do not admit that we are
within the category of persons whose consent is required under Section 7 of
the Securities Act of 1933, as amended, or the rules and regulations
promulgated thereunder.
Very truly yours,
Black, McCuskey, Souers & Arbaugh
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration
Statement of Gradall Industries, Inc. on Form S-8 of our reports dated
February 23, 1998, on our audits of the consolidated financial statements and
financial statement schedule of Gradall Industries, Inc. and Subsidiaries as of
December 31, 1997 and 1996, and for the years ended December 31, 1997, 1996, and
1995, which reports are incorporated by reference and included in the Annual
Report on Form 10-K for the year ended December 31, 1997.
Coopers & Lybrand L.L.P.
Cleveland, Ohio
June 30, 1998
Exhibit 10.2
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GRADALL INDUSTRIES, INC.
EMPLOYEE STOCK PURCHASE PLAN
1. Purpose. Gradall Industries, Inc., a Delaware corporation (the
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"Company"), hereby adopts this Employee Stock Purchase Plan (the "Plan"). The
purpose of the Plan is to provide an opportunity for the employees of the
Company and any current or future subsidiaries designated by the Board of
Directors of the Company (the "Board") to purchase shares of Common Stock, par
value $.001, of the Company ("Common Shares") through voluntary automatic
payroll deductions, thereby attracting, retaining and rewarding such persons
and strengthening the mutuality of interest between such persons and the
Company's shareholders.
2. Common Shares Subject to Plan. An aggregate of 300,000 Common
-----------------------------
Shares of the Company may be sold pursuant to the Plan. Such Common Shares
may be authorized but unissued Common Shares, treasury shares or Common Shares
purchased in the open market, as the Committee determines. If there is any
change in the outstanding Common Shares by reason of a stock dividend or
distribution, stock split, recapitalization, combination or exchange of
shares, or a merger, consolidation or other corporate reorganization in which
the Company is the surviving corporation, the number of Common Shares
available for sale shall be equitably adjusted by the Committee appointed to
administer the Plan to give proper effect to such change.
3. Administration. The Plan shall be administered by a committee
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(the "Committee") consisting of not less than two directors of the Company
appointed by the Board, none of whom shall participate in the Plan and all of
whom shall qualify as disinterested persons within the meaning of Securities
and Exchange Commission Regulation 240.16b-3 or any successor regulation.
The Committee is authorized, subject to the provisions of the Plan, to
establish such rules and regulations as it deems necessary for the proper
administration of the Plan and to make such determinations and interpretations
and to take such action in connection with the Plan and any Common Shares made
available hereunder as it deems necessary or advisable. All determinations
and interpretations made by the Committee shall be binding and conclusive on
all participants and their legal representatives. No member of the Board, no
member of the Committee and no employee of the Company shall be liable for any
act or failure to act hereunder, by any other member or employee or by any
agent to whom duties in connection with the administration of the Plan have
been delegated or, except in circumstances involving his or her bad faith,
gross negligence or fraud, for any act or failure to act by the member or
employee.
4. Eligibility. All regular employees of the Company, and of each
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qualified subsidiary of the Company designated for participation by the Board
of Directors, other than:
(a) full-time employees who have been employed for less than three months;
(b) employees whose customary employment is 20 hours or less per week or
is for not more than five months in any calendar year; and
(c) employees who own 5% or more of the voting shares or value of the
Company or any of its subsidiaries, determined in accordance with
Section 424(d) of the Internal Revenue Code.
shall be eligible to participate in the Plan. For the purposes of this Plan,
(a) an employee shall be considered a "full-time employee" if such employee is
customarily employed more than 20 hours per week, and (b) the term "qualified
subsidiary" means such subsidiary in which the Company, directly or
indirectly, owns 50% or more of the total combined voting power of all classes
of stock.
5. Participation. An eligible employee may elect to participate in
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the Plan as of any "Enrollment Date". Enrollment Dates shall occur on the
first day of each quarterly Offering Period (as defined in paragraph 8). Any
such election shall be made by completing and forwarding to the Company an
enrollment/election form at least 10 days prior to such Enrollment Date,
authorizing payroll deductions in such amount as the employee may request but
in no event less than the minimum nor more than the maximum amount as the
Committee shall determine. Unless otherwise determined by the Committee, the
maximum payroll deductions which any eligible employee may make during any
calendar year shall not exceed ten percent (10%) of such employee's
"compensation" from the Company. For the purposes of this paragraph 5,
"compensation" shall mean an amount equal to the sum of (i) the gross base pay
of the eligible employee during the Offering Period, and (ii) the gross amount
paid to the employee by the Company or any subsidiary under any incentive
compensation plan or bonus plan during the Offering Period. A participating
employee may increase or decrease his payroll deductions as of any subsequent
Enrollment Date by completing and forwarding to the Company a revised
enrollment/election form at least 10 days prior to such Enrollment Date;
provided, that changes in payroll deductions shall not be permitted to the
extent that they would result in total payroll deductions below the minimum or
above the maximum amount as set forth above or as is specified by the
Committee.
6. Payroll Deduction Accounts. The Company shall establish on its
--------------------------
books and records a "Payroll Deduction Account" for each participating
employee, and shall credit all payroll deductions made on behalf of each
employee pursuant to paragraph 5 to his or her Payroll Deduction Account. No
interest shall be credited to any Payroll Deduction Account.
7. Withdrawals. An employee may withdraw from the Plan at any time
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by completing and forwarding a written enrollment/election to the Company.
Upon receipt of such form, payroll deductions on behalf of the employee shall
be discontinued commencing with the immediately following payroll period, and
such employee may not again be eligible to participate in the Plan until the
next Enrollment Date. If such withdrawal notice is received by the Company at
least 10 days prior to a Share Purchase Date, amounts credited to the Payroll
Deduction Account of any employee who withdraws shall be refunded to the
employee as soon as practicable after the withdrawal. If a withdrawal notice
is not received prior to 10 days before a Share Purchase Date, amounts
credited to the Payroll Deduction Account of any employee who withdraws shall
be used to purchase Common Shares on such Share Purchase Date.
8. Offering Periods. The Plan shall be implemented by consecutive
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three-month Offering Periods with a new Offering Period commencing on the
first trading day on or after the first day of each January, April, July and
October during the term of the Plan, or on such other date as the Committee
shall determine, and continuing thereafter to the end of such period, subject
to termination of the Plan in accordance with paragraph 18 hereof. The first
Offering Period hereunder shall commence on July 1, 1998 "Trading day" shall
mean a day on which the Nasdaq National Market System is open for trading.
The Committee shall have the power to change the duration of Offering Periods
(including the commencement dates thereof) with respect to future offerings.
The last trading day of each Offering Period prior to the termination of the
Plan (or such other trading date as the Committee shall determine) shall
constitute the purchase dates (the "Share Purchase Dates") on which each
employee for whom a Payroll Deduction Account has been maintained shall
purchase the number of Common Shares determined under paragraph 9(a).
Notwithstanding the foregoing, the Company shall not permit the exercise of
any right to purchase Common Shares
(a) to an employee who, immediately after the right is granted, would own
Common Shares possessing 5% or more of the total combined voting
power or value of all classes of stock of the Company or any
subsidiary,
(b) which would permit an employee's right to purchase Common Shares under
this Plan, or under any other employee stock purchase plan
qualifying under Section 423 of the Internal Revenue Code,
maintained by the Company or any subsidiary, to accrue at a rate in
excess of $25,000 in fair market value for each calendar year, or
(c) to the extent that any employee would purchase more than 250 Common
Shares during any Offering Period.
For the purposes of subparagraph (a), the provisions of Section 424(d) of the
Internal Revenue Code shall apply in determining the stock ownership of an
employee, and the shares which an employee may purchase under outstanding
rights or options shall be treated as shares owned by the employee.
9. Purchase of Common Shares.
----------------------------
(a) Subject to the limitations set forth in paragraphs 7 and 8, each
employee participating in an offering shall purchase as many
whole Common Shares (plus any fractional interest in a Common
Share) as is determined by dividing the amounts credited to his
or her Payroll Deduction Account four days prior to the Share
Purchase Date (or such other date as the Committee shall determine)
(the "Cutoff Date") by the Purchase Price for the Common Shares.
Employees may purchase Common Shares only through payroll deductions,
and cash contributions shall not be permitted.
(b) The "Purchase Price" for Common Shares purchased under the Plan shall
be not less than the lesser of (i) an amount equal to 85% of the
closing price of the Common Shares on the first Trading Day of the
Offering Period, or (ii) 85% of the closing price of the Common Shares
on the Share Purchase Date. For these purposes, the last reported
sales price shall be as reported on the Nasdaq National Market System.
The Committee shall have the authority to establish a different
Purchase Price as long as such Purchase Price complies with the
provisions of Section 423 of the Internal Revenue Code.
(c) On each Share Purchase Date, the amount credited to each participating
employee's Payroll Deduction Account as of the immediately preceding
Cutoff Date shall be applied to purchase as many whole Common
Shares (plus any fractional interest in a Share) as may be purchased
with such amount at the applicable Purchase Price. Any amount
remaining in an employee's Payroll Deduction Account as of the relevant
Cutoff Date in excess of the amount that may properly be applied to
the purchase of Common Shares shall be refunded to the employee as
soon as practicable.
10. Transfer Restrictions. Common Shares purchased pursuant to the
---------------------
Plan may not be sold or otherwise transferred by a participant for a period of
one year following the date that such Common Shares are purchased, unless the
participant dies, retires or becomes disabled. If a participant dies, reties
or becomes disabled then the Common Shares in such participant's account may
be sold by such participant or the participant's estate at any time following
such event. For purposes of this Plan, a participant shall be considered
disabled if the participant is unable to perform his or her stated duties with
the Company by reason of illness, accident or other incapacity and does not
engage in any occupation or employment for wage or profit for which the
participant is reasonably qualified by education, training, or experience. A
participant shall be deemed to be retired when he or she receives pension
benefits from the Company or the IAM National Pension Fund. The Committee may
provide for exceptions to the transfer restrictions set forth in this Section,
and allow a participant to transfer Common Shares purchased pursuant to the
Plan, in those circumstances that the Committee deems appropriate.
11. Brokerage Accounts or Plan Share Accounts. By enrolling in the
-----------------------------------------
Plan, each participating employee shall be deemed to have authorized the
establishment of a brokerage account on his or her behalf at a securities
brokerage firm selected by the Committee. Alternatively, the Committee may
provide for Plan share accounts for each participating employee to be
established by the Company or by an outside entity selected by the Committee
which is not a brokerage firm. Common Shares purchased by an employee
pursuant to the Plan shall be held in the employee's brokerage or Plan share
account ("Plan Share Account") in his or her name, or if the employee so
indicates on his or her enrollment/election form, in the employee's name
jointly with a member of the employee's family, who is of legal age, with
right of survivorship.
12. Rights as Shareholder. An employee shall have no rights as a
---------------------
shareholder with respect to Common Shares subject to any rights granted under
this Plan until payment for such Common Shares has been completed at the close
of business on the relevant Share Purchase Date.
13. Certificates. Certificates for Common Shares purchased under the
------------
Plan will not be issued automatically. However, certificates for whole Common
Shares purchased shall be issued as soon as practicable following an
employee's written request. The Company may impose a reasonable charge for
the issuance of such certificates. Fractional interests in Common Shares
shall be carried forward in an employee's Plan Share Account until they equal
one whole Share or until the termination of the employee's participation in
the Plan, in which event an amount in cash equal to the value of such
fractional interest shall be paid to the employee in cash.
14. Termination of Employment. If a participating employee's
---------------------------
employment is terminated for any reason, if an employee dies, if an employee
is granted a leave of absence of more than 90 days duration, or if an employee
otherwise ceases to be eligible to participate in the Plan, payroll deductions
on behalf of the employee shall be discontinued. Any amounts then credited to
the employee's Payroll Deduction Account shall remain in the account and shall
be used to purchase Common Shares on the next scheduled Share Purchase Date.
15. Rights Not Transferable. Rights granted under this Plan are not
-----------------------
transferable by a participating employee other than by will or the laws of
descent and distribution, and are exercisable during an employee's lifetime
only by the employee.
16. Employment Rights. Neither participation in the Plan, nor the
-----------------
exercise of any right granted under the Plan, shall be made a condition of
employment, or of continued employment with the Company or any subsidiary.
Participation in the Plan does not limit the right of the Company or any
subsidiary to terminate a participating employee's employment at any time or
give any right to an employee to remain employed by the Company or any
subsidiary in any particular position or at any particular rate of
remuneration.
17. Application of Funds. All funds received by the Company for
--------------------
Common Shares sold by the Company on any Share Purchase Date pursuant to this
Plan may be used for any corporate purpose.
18. Amendments and Termination. The Board may amend the Plan at any
--------------------------
time, provided that if shareholder approval is required for the Plan to
continue to comply with the requirements of Securities and Exchange Commission
Regulation 240.16b-3 or Section 423 of the Internal Revenue Code, then no
such amendment shall be effective unless such amendment is approved by the
Company's shareholders within 12 months after the date of its adoption by the
Board of Directors. The Board of Directors may suspend the Plan or
discontinue the Plan at any time. Upon termination of the Plan, all payroll
deductions shall cease and all amounts then credited to the participating
employees' Payroll Deduction Accounts shall be equitably applied to the
purchase of whole Common Shares then available for sale, and any remaining
amounts shall be promptly refunded to the participating employees.
19. Applicable Laws. This Plan, and all rights granted hereunder,
---------------
are intended to meet the requirements of an "employee stock purchase plan"
under Section 423 of the Internal Revenue Code, as from time to time amended,
and the Plan shall be construed and interpreted to accomplish this intent.
Sales of Common Shares under the Plan are subject to, and shall be
accomplished only in accordance with, the requirements of all applicable
securities and other laws.
20. Expenses. Except to the extent provided in paragraph 13, all
--------
expenses of administering the Plan, including expenses incurred in connection
with the purchase of Common Shares in the open market for sale to
participating employees, shall be borne by the Company and its subsidiaries.
21. Shareholder Approval. The Plan was adopted by the Board of
---------------------
Directors on March 25, 1998, subject to shareholder approval. The Plan and
any action taken hereunder shall be null and void if shareholder approval is
not obtained at the next annual meeting of shareholders.
<PAGE>
GRADALL INDUSTRIES, INC.
EMPLOYEE STOCK PURCHASE PLAN
ENROLLMENT/ELECTION FORM
SOCIAL SECURITY NUMBER ____________________________________________________
(STOCK WILL BE HELD IN YOUR ACCOUNT AS IT APPEARS BELOW)
ACCOUNT TYPE ______ INDIVIDUAL ______ JOINT TENANT WITH RIGHT OF
SURVIVORSHIP
ACCOUNT NAME ________________________________________________________________
ADDRESS ______________________________________________________________________
HOME PHONE NUMBER __________________________________________________________
COMPANY ______________________________________________________________________
____ I hereby elect to participate in the Gradall Industries, Inc. Employee
Stock Purchase Plan (the "Plan") and hereby authorize my employer to make
a payroll deduction of ____% (maximum of 10%) of my gross pay which will
be used to purchase Gradall Industries, Inc. Common Shares through the
Plan. (Indicate whole percentage.)
The effective date of this deduction/election is
______ January 1 ______ July 1
______ April 1 ______ October 1
This is (check one):
____ A new enrollment
____ A change to increase or decrease my contribution amount effective on
the first day of the next Offering Period.
____ A withdraw from the Plan and discontinue contributions to the Plan on
the next available payroll period.
I understand that my deduction will be made each pay period that I participate
in the Plan. I also understand that the payroll deduction percent I indicated
above will be computed on my gross pay (pre-401k) and therefore that dollar
amount may vary each pay period based on my gross pay. I understand that the
deduction is made as an after-tax deduction and that deductions credited to my
account will not earn interest. I also understand that unless I retire, die
or become disabled, I may not sell or otherwise transfer the Common Shares
acquired pursuant to the Plan for a period of one year after the date that
they are purchased.
I certify that I am at least 18 years of age and have received and read the
Gradall Industries, Inc. Enrollment Guide/Prospectus.
I understand that the payroll deduction will continue in each Offering Period
until Gradall Industries, Inc. receives written instructions to withdraw my
Plan participation.
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EMPLOYEE SIGNATURE DATE
