As filed with the Securities and Exchange Commission on April 8, 1997
;
Registration No. 333-____________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------------
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
---------------------------
OMNIQUIP INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Delaware 369 West Western Avenue 43-1721419
(State or other jurisdiction Port Washington, Wisconsin 53074 (I.R.S. Employer
of incorporation or organization) (414) 284-5571 Identification No.)
(Address of Principal Executive Offices)
---------------------------
OMNIQUIP INTERNATIONAL, INC.
1996 Executive Stock Option Plan
(Full title of the Plan)
---------------------------
P. ENOCH STIFF
President and Chief Executive Officer
Omniquip International, Inc.
369 West Western Avenue
Port Washington, Wisconsin 53074
(414) 284-5571
(Name, address and telephone number of agent for service)
---------------------------
Copy to:
MATTHEW G. MALONEY, ESQ.
Dickstein Shapiro Morin & Oshinsky LLP
2101 L Street, N.W.
Washington, D.C. 20037
(202) 785-9700
---------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Each Class of Amount to be Proposed Maximum Proposed Maximum Amount of
Securities to be Registered Registered Offering Price Aggregate Offering Registration Fee(1)
Per Share Price
<S> <C> <C> <C> <C>
Common Stock,
$.01 par value 562,500 $14.4375 $8,121,094 $2,461
</TABLE>
(1) Computed pursuant to Rule 457(c) and (h)(1) based on the average of
the high and low prices on April 3, 1997, as reported by NASDAQ.
================================================================================
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information required by Part I is included in documents sent or given
to participants in the Plan pursuant to Rule 428(b).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents By Reference.
The following documents of Omniquip International, Inc. (the "Corporation")
filed with the Securities and Exchange Commission are incorporated herein by
reference:
(1) The Corporation's latest prospectus filed on March 24, 1997
pursuant to Rule 424(b) under the Securities Act of 1933 (the "Securities
Act"), which contains audited financial statements for the Corporation's
fiscal year ended September 30, 1996, the latest fiscal year for which such
statements have been filed.
(2) All other reports filed by the Corporation pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"),
since March 20, 1997, the effective date of the Corporation's Registration
Statement on Form 8-A filed pursuant to Section 12(g) of the Exchange Act.
(3) The description of the Corporation's common stock under
"Description of Capital Stock" in the Corporation's Registration Statement
on Form S-1, as amended (No. 333-13181) (which is incorporated by reference
in the Corporation's Registration Statement on Form 8-A filed February 21,
1997 pursuant to Section 12(g) of the Exchange Act).
All reports and other documents subsequently filed by the Corporation
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, 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 part
hereof from the date of the filing of such reports and 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.
Section 145 of the General Corporation Law of the State of Delaware permits
the Corporation, subject to the standards set forth therein, to indemnify any
person in connection with any action, suit or proceeding brought or threatened
by reason of the fact that such person is or was a director, officer, employee
or agent of the Corporation or is or was serving as such with respect to another
corporation or entity at the request of the Corporation. Article VII, Section 8
of the Corporation's By-laws provides for full indemnification of its officers,
directors and employees to the extent permitted by Section 145.
Pursuant to an Underwriting Agreement dated March 20, 1997 by and among the
Corporation, Harbour Group Investments III, L.P. ("Investments L.P."),
Uniquip-HGI Associates, L.P. ("Uniquip L.P."), and Morgan Stanley & Co.
Incorporated, Credit Suisse First Boston Corporation, Schroder Wertheim & Co.
Incorporated, and Robert W. Baird & Co. Incorporated, as representatives of the
U.S. underwriters (the "U.S. Underwriters"), and Morgan Stanley & Co.
International Limited, Credit Suisse First Boston (Europe) Limited, J. Henry
Schroder & Co. Limited and Robert W. Baird & Co. Incorporated, as
representatives of the international underwriters (together with the U.S.
Underwriters, the "Underwriters"), the Underwriters have agreed to indemnify the
Corporation's officers, directors and controlling persons against, or contribute
to the payment of, certain liabilities which might arise under the Securities
Act.
Pursuant to an Indemnification Agreement dated March 20, 1997 by
and between the Corporation, Investments L.P. and Uniquip L.P. (the
"Indemnification Agreement"), Investments L.P. and Uniquip L.P. have agreed to
<PAGE>
indemnify the Corporation's directors, officers and controlling persons against,
or contribute to the payment of, certain liabilities which might arise under the
Securities Act.
The agreement of limited partnership of Investments L.P. provides for the
indemnification by Investments L.P. of the Registrant (as an affiliate of the
general partner of Investments L.P.) and its directors, officers and employees
against certain liabilities which might arise under the Securities Act.
Directors and officers of the Corporation are insured against certain
liabilities, including liabilities arising under the Securities Act.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
The "Exhibit Index" on page E-1 is hereby incorporated by reference.
Item 9. Undertakings.
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
(a) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(b) To reflect in the prospectus any facts or events arising
after the effective date of this 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 this Registration Statement;
(c) To include any material information with respect to the plan
of distribution not previously disclosed in this Registration
Statement or any material change to such information in this
Registration Statement;
provided, however, that paragraphs (a) and (b) 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 Securities and
Exchange Commission by the Registrant pursuant to Section 13 or Section 15(d) of
the Exchange Act that are incorporated by reference in this Registration
Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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 the purposes of determining any liability under the
Securities Act, each filing of the Registrant's annual report pursuant to
Section 13(a) or 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. Insofar as indemnification for liabilities
arising under the Securities Act 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 Securities 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
Securities Act and will be governed by the final adjudication of such
issue.
2
<PAGE>
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 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 Port Washington, State of Wisconsin, on April 8,
1997.
OMNIQUIP INTERNATIONAL, INC.
(Registrant)
By: /s/ P. Enoch Stiff
---------------------------------
P. Enoch Stiff
President and Chief Executive
Officer
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 April 8, 1997.
Signature Title and Position
/s/ P. Enoch Stiff President, Chief Executive Officer and Director
- ------------------------ (Principal executive officer)
P. Enoch Stiff
* Vice President-Finance, Chief Financial Officer,
- ------------------------ Treasurer and Secretary (Principal financial and
Philip G. Franklin accounting officer)
* Director and Chairman of the Board
- ------------------------
Donald E. Nickelson
* Director
- ------------------------
Peter S. Finley
* Director
- ------------------------
Jeffrey L. Fox
* Director
- ------------------------
Samuel A. Hamacher
*By:/s/ P. Enoch Stiff
- ------------------------
P. Enoch Stiff
Attorney-in-Fact
- -----------------------------
* Such signature has been affixed pursuant to the following Power of Attorney:
3
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each officer or director of Omniquip
International, Inc. (the "Corporation") whose signature appears below
constitutes and appoints each of P. Enoch Stiff and Philip G. Franklin, his true
and lawful attorney-in-fact and agent, with full power of substitution, for him
and in his name, place and stead, in any and all capacities, to sign the
Corporation's Registration Statement on Form S-8 relating to the shares of the
Corporation's Common Stock issuable under the Corporation's 1996 Executive Stock
Option Plan and to sign any and all amendments (including post-effective
amendments) and supplements thereto, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorney-in-fact and agent 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 he might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
4
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
4.1 Restated Certificate of Incorporation of the Registrant
(incorporated by reference to Exhibit 3.1 to Registrant's
Registration Statement on Form S-1 filed October 1, 1996
(No. 333-13181))
4.2 Amended By-laws of the Registrant (incorporated by reference
to Exhibit 3.2 to Registrant's Registration Statement on Form
S-1 filed October 1, 1996 (No. 333-13181))
4.3 Omniquip International, Inc. 1996 Executive Stock
Option Plan (incorporated by reference to Exhibit 10.28
to Registrant's Registration Statement on Form S-1 filed
October 1, 1996 (No. 333-13181))
5 Opinion of Dickstein Shapiro Morin & Oshinsky LLP
re: legality of Common Stock being registered
23.1 Consent of Dickstein Shapiro Morin & Oshinsky LLP
(included in Exhibit 5)
23.2 Consent of Price Waterhouse LLP
24 Powers of Attorney
E-1
Dickstein Shapiro Morin & Oshinsky LLP
2101 L Street NW
Washington, DC 20037-1526
Tel (202) 785-9700 Fax (202) 887-0689
April 8, 1997
Omniquip International, Inc.
369 West Western Avenue
Port Washington, Wisconsin 53074
Re: Omniquip International, Inc. 1996 Executive Stock Option Plan
-------------------------------------------------------------
Ladies and Gentlemen:
We have acted as counsel to Omniquip International, Inc., a Delaware
corporation (the "Company"), in connection with the Company's Registration
Statement on Form S-8 (the "Registration Statement") filed with the Securities
and Exchange Commission under the Securities Act of 1933, as amended, for the
registration of 562,500 shares of the Company's common stock, $0.01 par value
per share (the "Common Stock"), issuable upon the exercise of stock options (the
"Stock Options") granted under the Company's 1996 Executive Stock Option Plan
(the "Plan"). The Common Stock represents authorized and unissued shares of the
Company's common stock.
We have examined and are familiar with originals or copies, certified or
otherwise identified to our satisfaction, of such documents, corporate records
and other instruments as we have deemed necessary or appropriate for purposes of
this opinion.
On the basis of the foregoing, we are of the opinion that:
(i) the Company has taken all necessary corporate action to authorize
the issuance of the Common Stock;
(ii) the shares of Common Stock to be issued upon the exercise of the
Stock Options are validly authorized and when issued and delivered in
accordance with the terms of the Plan, the shares of Common Stock so
issued will be validly issued, fully paid and non-assessable.
No opinion is expressed herein as to the laws of any jurisdiction other
than the federal laws of the United States of America and, to the extent
required by the foregoing opinion, the General Corporation Law of the State of
Delaware.
<PAGE>
The foregoing opinion is delivered to you in connection with the
Registration Statement, and may not be relied upon by any other person or for
any other purpose.
We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement.
Very truly yours,
/s/ Dickstein Shapiro Morin & Oshinsky LLP
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statements on Form S-8 for the Omniquip International, Inc. 1996 Long-Term
Incentive Plan, the Omniquip International, Inc. 1996 Executive Stock Option
Plan and the Omniquip International, Inc. 1996 Directors Non-Qualified Stock
Option Plan, respectively, of our report dated November 1, 1996 relative to the
consolidated financial statements of Omniquip International, Inc., our report
dated July 15, 1996 relative to the financial statements of TRAK International,
Inc. and our report dated November 1, 1996 relative to the financial statements
of Lull Industries, Inc., all of which appear in the Registration Statement on
Form S-1 (No. 333-13181) of Omniquip International, Inc.
PRICE WATERHOUSE LLP
St. Louis, Missouri
April 7, 1997
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each officer or director of Omniquip
International, Inc. (the "Corporation") whose signature appears below
constitutes and appoints each of P. Enoch Stiff and Philip G. Franklin, his true
and lawful attorney-in-fact and agent, with full power of substitution, for him
and in his name, place and stead, in any and all capacities, to sign the
Corporation's Registration Statement on Form S-8 relating to the shares of the
Corporation's Common Stock issuable under the Corporation's 1996 Executive Stock
Option Plan and to sign any and all amendments (including post-effective
amendments) and supplements thereto, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorney-in-fact and agent 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 he might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
/s/ P. Enoch Stiff
- ----------------------------
P. Enoch Stiff
Dated: March 31, 1997
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each officer or director of Omniquip
International, Inc. (the "Corporation") whose signature appears below
constitutes and appoints each of P. Enoch Stiff and Philip G. Franklin, his true
and lawful attorney-in-fact and agent, with full power of substitution, for him
and in his name, place and stead, in any and all capacities, to sign the
Corporation's Registration Statement on Form S-8 relating to the shares of the
Corporation's Common Stock issuable under the Corporation's 1996 Executive Stock
Option Plan and to sign any and all amendments (including post-effective
amendments) and supplements thereto, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorney-in-fact and agent 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 he might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
/s/ Philip G. Franklin
- ----------------------------
Philip G. Franklin
Dated: March 31, 1997
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each officer or director of Omniquip
International, Inc. (the "Corporation") whose signature appears below
constitutes and appoints each of P. Enoch Stiff and Philip G. Franklin, his true
and lawful attorney-in-fact and agent, with full power of substitution, for him
and in his name, place and stead, in any and all capacities, to sign the
Corporation's Registration Statement on Form S-8 relating to the shares of the
Corporation's Common Stock issuable under the Corporation's 1996 Executive Stock
Option Plan and to sign any and all amendments (including post-effective
amendments) and supplements thereto, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorney-in-fact and agent 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 he might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
/s/ Donald E. Nickelson
- ----------------------------
Donald E. Nickelson
Dated: March 31, 1997
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each officer or director of Omniquip
International, Inc. (the "Corporation") whose signature appears below
constitutes and appoints each of P. Enoch Stiff and Philip G. Franklin, his true
and lawful attorney-in-fact and agent, with full power of substitution, for him
and in his name, place and stead, in any and all capacities, to sign the
Corporation's Registration Statement on Form S-8 relating to the shares of the
Corporation's Common Stock issuable under the Corporation's 1996 Executive Stock
Option Plan and to sign any and all amendments (including post-effective
amendments) and supplements thereto, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorney-in-fact and agent 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 he might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
/s/ Peter S. Finley
- ----------------------------
Peter S. Finley
Dated: March 31, 1997
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each officer or director of Omniquip
International, Inc. (the "Corporation") whose signature appears below
constitutes and appoints each of P. Enoch Stiff and Philip G. Franklin, his true
and lawful attorney-in-fact and agent, with full power of substitution, for him
and in his name, place and stead, in any and all capacities, to sign the
Corporation's Registration Statement on Form S-8 relating to the shares of the
Corporation's Common Stock issuable under the Corporation's 1996 Executive Stock
Option Plan and to sign any and all amendments (including post-effective
amendments) and supplements thereto, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorney-in-fact and agent 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 he might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
/s/ Jeffrey L. Fox
- ----------------------------
Jeffrey L. Fox
Dated: March 31, 1997
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each officer or director of Omniquip
International, Inc. (the "Corporation") whose signature appears below
constitutes and appoints each of P. Enoch Stiff and Philip G. Franklin, his true
and lawful attorney-in-fact and agent, with full power of substitution, for him
and in his name, place and stead, in any and all capacities, to sign the
Corporation's Registration Statement on Form S-8 relating to the shares of the
Corporation's Common Stock issuable under the Corporation's 1996 Executive Stock
Option Plan and to sign any and all amendments (including post-effective
amendments) and supplements thereto, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorney-in-fact and agent 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 he might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
/s/ Samuel A. Hamacher
- ----------------------------
Samuel A. Hamacher
Dated: March 31, 1997
