As filed with the Securities and Exchange Commission on April 29,
1994
Registration No. 33-________
FORM S-8
SECURITIES AND EXCHANGE COMMISSION
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
BEARINGS, INC.
(Exact name of issuer as specified in its charter)
Ohio 34-0117420
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3600 Euclid Avenue
Cleveland, Ohio44115
(Address of Principal Executive Offices)(Zip Code)
BEARINGS, INC.
Deferred Compensation Plan
(Full title of the plan)
Robert C. Stinson
Vice President-General Counsel and Secretary
3600 Euclid Avenue
Cleveland, Ohio 44115
(Name and address of agent for service)
(216) 881-8900
(Telephone number, including area code, of agent for service)
Calculation of Registration Fee
Title of Proposed Maximum
Securities Amount maximum aggregate Amount of
to be to be offering offering registration
registered registered price per share (1) price (1)fee (2)
Common Stock 200,000 $32.75 $6,550,000 $2,258.62
without par
value
(1) Based on the average of high and low prices of securities of
the same class as reported on the composite tape for
securities listed on the New York Stock Exchange on April
22, 1994.
(2) Computed in accordance with Rule 457(h) under the Securities
Act of 1933.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
Bearings, Inc. (the "Company") incorporates by
reference into this registration statement the following
documents:
(a) The Company's Annual Report on Form 10-K for
the year ended June 30, 1993.
(b)(1) The Company's Quarterly Report on Form 10-Q
for the period ended September 30, 1993.
(b)(2) The Company's Quarterly Report on Form 10-Q
for the period ended December 31, 1993.
(c) The description of the Company's Common
Stock, without par value, contained in the
Company's Registration Statement on Form 8-B
dated October 18, 1988.
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 (the "Exchange Act"), prior to the filing of
a post-effective amendment that indicates all securities offered
have been sold, or that deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this
registration statement and to be 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
Pursuant to Section 1701.13(E) of the Ohio Revised
Code, the Company will indemnify any director or officer and any
former director or officer of the Company, against expenses,
including attorneys' fees, judgments, fines and amounts paid in
settlement, actually and reasonably incurred by him or her by
reason of the fact that he or she is or was such a director or
officer, in connection with any threatened, pending or completed
action, suit or proceeding, whether civil, criminal,
administrative or investigative, to the full extent permitted by
applicable law.
Section 29 of the Code of Regulations of the Company
provides that the Company shall indemnify any person who is or
was a director or officer of the Company or who is serving at the
request of the Company as a director, officer or trustee of
another enterprise (and his heirs, executors and administrators)
against expenses (including attorneys' fees, judgments, fines and
amounts paid in settlement) actually and reasonably incurred by
him or her by reason of the fact that he or she was such
director, officer or trustee in connection with any threatened,
pending or contemplated action, suit or proceeding, whether
civil, criminal, administrative or investigative to the full
extent and according to the procedures and requirements in the
Ohio Revised Code as the same may be in effect from time to time.
The Company has purchased insurance policies
indemnifying its officers and directors and the officers and
directors of its subsidiaries against claims and liabilities
(with stated exceptions) to which they may become subject by
reason of their positions with the Company as officers and
directors.
The Company has also entered into agreements with its
directors and certain of its officers which indemnify them
against claims and liabilities to which they may become subject
by reason of their position with the Company.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
(4)(a) Amended and Restated Articles of
Incorporation of Bearings, Inc. filed with
the Ohio Secretary of State on October 18,
1988 (reference is made to Exhibit (4)(a) to
the Bearings, Inc. Form 8-K dated October 21,
1988, SEC File No. 1-2299, which exhibit is
incorporated herein by reference).
(4)(b) Code of Regulations of Bearings, Inc. adopted
September 6, 1988 (reference is made to
Exhibit (4)(b) to the Bearings, Inc. Form 8-K
dated October 21, 1988, SEC File No. 1-2299,
which exhibit is incorporated herein by
reference).
(4)(c) Certificate of Amendment of Amended and
Restated Articles of Incoporation of
Bearings, Inc. filed with the Ohio Secretary
of State on October 27, 1988 (reference is
made to Exhibit (4)(c) to the Bearings, Inc.
Form 10-Q for the Quarter ended September 30,
1988, SEC File No. 1-2299, which exhibit is
incorporated herein by reference).
(4)(d) Certificate of Merger of Bearings, Inc.
(Ohio) and Bearings, Inc. (Delaware) filed
with the Ohio Secretary of State on October
18, 1988 (reference is made to Exhibit (4) to
the Bearings, Inc. Annual Report on Form 10-K
for the fiscal year ended June 30, 1989, SEC
File No. 1-2299, which exhibit is
incorporated herein by reference).
(4)(e) Certificate of Amendment of Amended and
Restated Articles of Incorporation of
Bearings, Inc. filed with the Ohio Secretary
of State on October 17, 1990 (reference is
made to Exhibit (4)(e) to the Bearings, Inc.
Form 10-Q for the quarter ended September 30,
1990, SEC File No. 1-2299, which exhibit is
incorporated herein by reference).
(4)(f) $80,000,000 Maximum Aggregate Principal
Amount Note Purchase and Private Shelf
Facility dated October 31, 1992 between
Bearings, Inc. and The Prudential Insurance
Company of America (reference is made to
Exhibit (4)(f) to the Bearings, Inc. Form 10-
Q for the quarter ended September 30, 1992,
SEC File No. 1-2299, which exhibit is
incorporated herein by reference).
(5) Opinion of Squire, Sanders & Dempsey as to
the legality of the securities registered.
(23)(a) Consent of Deloitte & Touche.
(23)(b) Consent of Squire, Sanders & Dempsey.
(99) Bearings, Inc. Deferred Compensation Plan.
Item 9. Undertakings
(a) The Company hereby undertakes:
(1) To file, during any period in which offers
and sales are being made, a post-effective
amendment to this registration statement 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;
(2) That, for the purpose of determining any
liability under the Securities Act of 1933 (the
"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; and
(3) To remove from registration by means of a
post-effective amendment any of the securities
being registered that remain unsold at the
termination of the offering.
(b) The Company hereby undertakes that, for purposes
of determining any liability under the Act, each
filing of its annual report pursuant to section
13(a) or section 15(d) of the Exchange Act that is
incorporated by reference in this 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.
(h) Insofar as indemnification for liabilities arising
under the Act may be permitted to directors,
officers and controlling persons of the Company,
the Company 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 Company of expenses
incurred or paid by a director, officer or
controlling person of the Company 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 Company 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
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 Cleveland, State of Ohio, on the 28th day of April,
1994.
BEARINGS, INC.
John C. Dannemiller
Chairman of the Board and
Chief Executive Officer
John R. Whitten
Vice President-Finance and
Treasurer
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 dates indicated.
SIGNATURE TITLE DATE
John C. Dannemiller Chairman of the Board, April 28,, 1994
Chief Executive Officer
and Director
John C. Robinson President, Chief Operating April 28, 1994
Officer and Director
John R. Whitten Vice President-Finance and April 28, 1994
Treasurer (Principal Financial
Officer)
Mark O. Eisele Controller (Principal April 28, 1994
Accounting Officer)
William G. Bares Director April 28, 1994
William E. Butler Director April 28, 1994
Russel B. Every Director April 28, 1994
Russell R. Gifford Director April 28, 1994
L. Thomas Hiltz Director April 28, 1994
John J. Kahl Director April 28, 1994
George L. LaMore Director April 28, 1994
Jerry Sue Owens Director April 28, 1994
<PAGE>
EXHIBIT INDEX
Page in
Registration
Statement
(4)(a) Amended and Restated Articles of *
Incorporation of Bearings, Inc. filed
with the Ohio Secretary of State on October 18, 1988.
(4)(b) Code of Regulations of Bearings, Inc. *
adopted September 6, 1988.
(4)(c) Certificate of Amendment of Amended and *
Restated Articles of Incoporation of
Bearings, Inc. filed with the Ohio
Secretary of State on October 27, 1988.
(4)(d) Certificate of Merger of Bearings, Inc. *
(Ohio) and Bearings, Inc. (Delware) filed
with the Ohio Secretary of State on October 18, 1988.
(4)(e) Certificate of Amendment of Amended and *
Restated Articles of Incorporation of B
earings, Inc. filed with the Ohio Secretary
of State on October 17, 1990.
(4)(f) $80,000,000 Maximum Aggregate Principal *
Amount Note Purchase and Private Shelf
Facility dated October 31, 1992 between
Bearings, Inc. and The Prudential Insurance
Company of America.
(5) Opinion of Squire, Sanders & Dempsey as to *
the legality of the securities registered.
(23)(a) Consent of Deloitte & Touche. 11
(23)(b) Consent of Squire, Sanders & Dempsey (contained in
Exhibit 5).
(99) Bearings, Inc. Deferred Compensation Plan. 12
__
* Incorporated herein by reference; See Item 8
Exhibit 5
April 28, 1994
Bearings, Inc.
3600 Euclid Avenue
Cleveland, Ohio 44115
Re: Registration Statement on Form S-8
Gentlemen:
Reference is made to your Registration Statement on
Form S-8 filed with the Securities and Exchange Commission with
respect to 200,000 shares of common stock, without par value
("Common Stock"), of Bearings, Inc. to be offered pursuant to
Bearings, Inc. Deferred Compensation Plan (the "Plan"). We are
familiar with the Plan, and we have examined such documents and
certificates and considered such matters of law as we deemed
necessary for the purpose of this opinion.
Based upon the foregoing, we are of the opinion that
the Common Stock to be offered pursuant to the Plan, when issued
in accordance with the provisions of the Plan, will be validly
issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement.
Respectfully submitted,
Squire, Sanders & Dempsey
Exhibit 23(a)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of Bearings, Inc. on Form S-8 of our reports dated
August 6, 1993, appearing in and incorporated by reference in the
Annual Report on Form 10-K of Bearings, Inc. for the year ended
June 30, 1993.
DELOITTE & TOUCHE
Cleveland, Ohio
April 28, 1994
BEARINGS, INC.
DEFERRED COMPENSATION PLAN
ARTICLE I
Purpose of the Plan
The purpose of the Bearings, Inc. Deferred Compensation
Plan is to provide key executives of Bearings, Inc. (the
"Company") and its affiliates with the option to defer receipt of
all or a portion of incentive compensation payable under the
Bearings, Inc. Management Incentive Plan program and to enable
such executives to participate in the long-term growth and
success of the Company through an increased opportunity to invest
in common stock of the Company.
ARTICLE II
Definitions and Construction
2.1 Definitions.
As used herein, the following words shall have the
meanings hereinafter set forth unless otherwise specifically
provided.
(1) The term "Annual Incentive Plan" shall mean any
Management Incentive Plan adopted by the Board with respect to
any Fiscal Year.
(2) The term "Award" shall mean the aggregate benefit
payable to a Plan Participant under an Annual Incentive Plan for
a Fiscal Year.
(3) The term "Beneficiary" shall mean the person or
persons designated by a Participant to receive a distribution
under the Plan pursuant to the provisions of Section 5.4 in the
event of the death of such Participant prior to distribution of
the full value of his Deferral Account.
(4) The term "Board" shall mean the Board of Directors
of the Company.
(5) The term "Committee" shall mean the Executive
Organization Compensation Committee of the Board, or such other
committee of the Board that is designated by the Board to
administer the Plan. The Committee shall be constituted so as to
satisfy any applicable legal requirements including the
requirements of Rule 16b-3 promulgated under the Securities
Exchange Act of 1934 (the "Exchange Act") or any similar rule
which may subsequently be in effect. The members shall be
appointed by, and serve at the pleasure of, the Board and any
vacancy on the Committee shall be filled by the Board.
(6) The term "Common Shares" shall mean the common
stock of the Company.
(7) The term "Company" shall mean Bearings, Inc., its
corporate successors, and any corporation into or with which it
is merged or consolidated.
(8) The term "Comprehensive Plan" shall mean the
Bearings, Inc. Comprehensive Deferred Compensation and
Supplemental Benefit Plan.
(9) The term "Deferral" shall mean that portion of an
Award which a Participant elects to defer pursuant to the terms
of the Plan.
(10) The term "Deferral Account" shall mean the
bookkeeping account established under the Plan with respect to
each Participant to reflect any of his Deferrals.
(11) The term "Eligible Employee" shall mean any highly
compensated or select management employee of the Company or an
affiliate who is designated by the Committee to participate in an
Annual Incentive Plan with respect to a particular Fiscal Year.
(12) The term "Fair Market Value" shall mean the
average of the high and low prices of Common Shares as reported
on the composite tape for securities listed on the New York Stock
Exchange for the date in question, provided that if no sales of
Common Shares were made on said exchange on that date, the
average of the high and low prices of Common Shares as reported
on said composite tape for the preceding day on which sales of
Common Shares were made on said Exchange.
(13) The term "Fiscal Year" shall mean the fiscal year
of the Company.
(14) The term "Participant" shall mean an Eligible
Employee who elects to defer all or any portion of an Award under
the Plan pursuant to the provision of Article III.
(15) The term "Plan" shall mean the Bearings, Inc.
Deferred Compensation Plan which is set forth herein with all
amendments, supplements, and modifications hereafter made and
which is part of the Comprehensive Plan and listed on Exhibit A
attached thereto.
(16) The term "Trust" shall mean the trust maintained
pursuant to the terms of the Bearings, Inc. Supplemental
Executive Retirement Benefits Trust Agreement.
(17) The term "Valuation Date" shall mean the last day
of each Fiscal Year quarter and any other date as may be
designated as such by the Committee.
2.2 Construction. Where necessary or appropriate to
the meaning herein, the singular shall be deemed to include the
plural and the masculine pronoun to include the feminine.
ARTICLE III
Elections by Eligible Employees
3.1 Election to Defer. Prior to the January 1
following the adoption by the Board of an Annual Incentive Plan,
an Eligible Employee may elect to defer receipt of all or a
portion of the Award that he may receive under such Annual
Incentive Plan as a Deferral under the Plan. Any election under
this Section 3.1 shall be made on a form specified by the
Committee (an "Election Form") and in a manner acceptable to the
Company. In addition, such election shall indicate the allocation
of the Deferral to be deemed invested in a money market fund
and/or Common Shares under the Trust.
3.2 Effectiveness of Elections. Subject to the
provisions of Sections 5.1 and 5.2, an election to defer any
portion of an Award hereunder shall be effective and irrevocable
upon the delivery of an Election Form to the Committee.
Notwithstanding anything to the contrary set forth herein, the
effective date of any transaction in which any Deferral is deemed
invested in Common Shares shall be not less than six months after
the date of the filing of such Election Form.
ARTICLE IV
Accounts and Investments
4.1 Establishment of Accounts. The Deferral Account of
each Participant shall have two subaccounts, a Common Shares
subaccount and a money market subaccount, to which Deferrals shall
be credited pursuant to the applicable Election Form filed by the
Participant with the Committee.
4.2 Amount of Deferrals. If a Participant elects to
have less than 50% of his Award deferred under the Plan as a
Deferral, the amount of such Deferral shall be credited to his
Deferral Account and subaccounts in accordance with his duly filed
Election Forms. If, however, the Participant elects to have at
least 50% of his Award deferred under the Plan as a Deferral and
elects to have at least 50% of his Award deemed to be invested in
Common Shares, 110% of the amount of such Deferral deemed so
invested in Common Shares and 100% of the amount of such Deferral
deemed to be invested in a money market fund, shall be credited to
his Deferral Account and subaccounts in accordance with the terms
of his duly filed Election Form. In the event any Deferral or
portion thereof is deemed to be invested in a money market fund,
such crediting shall be made within 30 days after the date on
which the Deferral would otherwise have been payable to the
Participant under the applicable Annual Incentive Plan and in the
event any Deferral or portion thereof is deemed to be invested in
Common Shares, such crediting shall be made on a date that is the
later of the date such Deferral would otherwise have been payable
to the Participant or six months after the date of the election
referred to in Section 3.2 hereof. Common Shares credited to a
Deferral Account shall be valued at Fair Market Value.
4.3 AdJustments of Accounts. As of each Valuation
Date, the value of each Deferral Account shall be adjusted to
reflect deemed earnings, losses and dividends determined by the
Committee. Common Shares credited to any Deferral Account shall
be valued at Fair Market Value.
ARTICLE V
Payment of Accounts
5.1 Method of Distribution. The value of a
Participant's Deferral Account deemed invested in Common Shares
shall be distributed in Common Shares and the value of a
Participant's Deferral Account deemed invested in a money market
fund shall be distributed in cash. Such value shall be determined
as of the most recent Valuation Date. Subject to the provisions
of Section 5.2, distribution of a Participant's Deferral Account
shall be made either in a lump sum or in equal installments over a
period of not more than ten years as specified in such
Participant's Election Form.
5.2 Time of Payments. Except as otherwise may be
provided in the Trust or as provided in Section 5.3, distribution
of the value of a Participant's Deferral Account shall commence
upon a date which is not more than 30 days after the earlier of
(i) the Participant's termination of employment due to
resignation, retirement, death or other reason, or (ii) a
Committee-approved date specified in the Election Form filed by
him with the Company. Such Election Form will be provided by the
Company and will set forth the time and manner of payment
permitted and approved by the Committee under the Plan.
Notwithstanding any other provision of the Plan to the contrary, a
Participant, subject to approval of the Committee, may elect to
change the manner and the time of distribution of the value of his
Deferral Account during the period which commences no earlier than
80 days prior to his termination of employment and terminates no
later than 30 days prior to his termination of employment.
5.3 Hardship Distribution. Prior to the time the
Deferral Account of a Participant becomes payable under Section
5.2, the Committee, in its sole discretion, may elect to
distribute all or a portion of the Participant's Deferral Account
on account of severe financial hardship of the Participant. For
purposes of the Plan, severe financial hardship shall be deemed to
exist in the event the Committee determines that the Participant
requires a distribution to meet immediate and heavy financial
needs resulting from a sudden or unexpected illness or accident of
the Participant or a member of his or her family, loss of the
Participant's property due to casualty, or other similar
extraordinary and unforeseeable circumstances arising as a result
of events beyond the control of the Participant. A distribution
based on financial hardship shall not exceed the amount required
to meet the immediate financial need created by the hardship.
5.4 Distributions Upon Death. Upon the death of a
Participant, his or her Deferral Account shall be paid to his
Beneficiary. If there is no Beneficiary surviving at a
Participant's death, payment of the Participant's Deferral Account
shall be made to his or her estate. Beneficiary designations shall
be made in writing. A Participant may designate a new Beneficiary
or Beneficiaries at any time by notifying the Committee in
writing.
5.5 Taxes. In the event any taxes are required by law
to be withheld or paid from any payments made pursuant to the
Plan, the Committee shall cause such amounts to be withheld from
such payments and shall transmit the withheld amounts to the
appropriate taxing authority.
ARTICLE VI
Funding
The Company may cause Plan benefits to be paid from the
Trust which is a grantor trust that provides full funding of the
Plan benefits in the event of a potential change in control or
change in control. Subject to the provisions of the Trust, the
obligation of the Company under the Plan to provide a Participant
or Beneficiary with a benefit constitutes the unsecured promise of
the Company to make payments as provided herein, and no person
shall have any interest in, or a lien or prior claim upon, any
property of the Company.
ARTICLE VII
Miscellaneous
7.1 Amendment and Termination of the Plan. The Company
reserves the right to amend or terminate the Plan at any time;
provided, however, that no amendment or termination shall affect
the right of Participants to amounts previously credited to their
Deferral Accounts pursuant to Section 4.2.
7.2 Non-Alienation. No benefit under the Plan shall at
any time be subject in any manner to alienation or encumbrance.
If any Participant or Beneficiary shall attempt to, or shall,
alienate or in any way encumber his rights or benefits under the
Plan, or any part thereof, or if by reason of his bankruptcy or
other event happening at any time any such benefits would
otherwise be received by anyone else or would not be enjoyed by
him, his interest in all such benefits shall automatically
terminate and the same shall be held or applied to or for the
benefit of such person, his spouse, children, or other dependents
as the Committee may select.
7.3 Payment of Benefits to Others. If any Participant
or Beneficiary to whom a benefit is payable under the Plan is
unable to care for his affairs because of illness or accident, any
payment due (unless prior claim therefor shall have been made by a
duly qualified guardian or other legal representative) may be paid
to the spouse, parent, brother, sister, adult child, or any other
individual deemed by the Company to be maintaining or responsible
for the maintenance of such person. Any payment made in
accordance with the provisions of this Section 7.3 shall be a
complete discharge of any liability of the Plan with respect to
the benefit so paid.
7.4 Plan Non-Contractual. Nothing contained herein
shall be construed as a commitment or agreement on the part of any
person employed by the Company to continue his employment with the
Company, and nothing herein contained shall be construed as a
commitment on the part of the Company to continue the employment
or the annual rate of compensation of any such person for any
period, and all Participants shall remain subject to discharge to
the same extent as if the Plan had never been established.
7.5 Taxability of Plan Benefits. This Plan is intended
to be treated as an unfunded deferred compensation plan under the
Internal Revenue Code of 1986, as amended. It is the intention of
the Company that the amounts deferred pursuant to the Plan shall
not be included in the gross income of the Participants or their
Beneficiaries until such time as the deferred amounts are
distributed from the Plan. If, at any time, it is determined that
amounts deferred pursuant to the Plan are currently taxable to a
Participant or his Beneficiary, the amounts credited to such
Participant's Deferral Account which become so taxable shall be
distributed immediately to him; provided, however, that in no
event shall amounts so payable under the Plan to a Participant
exceed the value of his Deferral Account.
7.6 Effective Date. Subject to approval of the
shareholders of the Company and the provisions of Section 7.1, the
Plan shall be effective as of July 1, 1993.
Executed at Cleveland, Ohio, effective this 22nd day of
July, 1993.
BEARINGS INC.
