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As filed with the Securities and Exchange Commission on July 27, 1999
Registration No. 333-_________
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
APPLIED INDUSTRIAL TECHNOLOGIES, INC.
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(Exact name of Registrant as specified in its charter)
Ohio 34-0117420
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Applied Plaza, Cleveland, Ohio 44115
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(Address of Principal Executive Offices) (Zip Code)
Applied Industrial Technologies, Inc. Retirement Savings Plan
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(Full title of the plan)
Robert C. Stinson
Vice President-Chief Administrative Officer, General Counsel and Secretary
Applied Industrial Technologies, Inc.
One Applied Plaza, Cleveland, Ohio 44115
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(Name and address of agent for service)
(216) 426-4000
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(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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<CAPTION>
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Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Aggregate Offering Amount of
to be Registered (1) Registered per Share (2) Price (2) Registration Fee
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<S> <C> <C> <C> <C>
Common Stock, 800,000 15.125 $12,100,000 $3,364
no par value
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(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the employee benefit plan described herein.
(2) Estimated solely for the purpose of calculating the amount of the
registration fee. Pursuant to Securities Act Rule 457(c), the proposed
maximum offering price per unit is calculated as the average of the high
and low prices for the Common Stock as reported in the New York Stock
Exchange consolidated reporting system as of July 23, 1999.
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REGISTRATION OF ADDITIONAL SECURITIES
Pursuant to General Instruction E, this Registration Statement on Form
S-8 is filed by Applied Industrial Technologies, Inc. (the "Registrant") to
register additional securities under the Applied Industrial Technologies, Inc.
Retirement Savings Plan (the "Plan") which is covered by and filed as exhibit to
the Registrant's Registration Statements on Form S-8 (File No. 033-65513). The
contents of Registration Statement No. 033-65513 are incorporated herein by
reference.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. EXHIBITS.
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The following is a complete list of exhibits filed as a part of or
incorporated by reference in this Registration Statement.
Exhibit No: Description of Exhibit
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4(a) Certificate of Merger of Bearings, Inc. (Ohio) and
Bearings, Inc. (Delaware) filed with the Ohio
Secretary of State on October 18, 1988, including an
Agreement and Plan of Reorganization dated September
6, 1988 (filed as Exhibit 4(a) to the Company's
Registration Statement on Form S-4 filed May 23,
1997, Registration No. 333-27801, and incorporated
here by reference).
4(b) $80,000,000 Maximum Aggregate Principal Amount Note
Purchase and Private Shelf Facility dated October 31,
1992 between the Company and The Prudential Insurance
Company of America (filed as Exhibit 4(b) to the
Company's Registration Statement on Form S-4 filed
May 23, 1997, Registration No. 333-27801, and
incorporated here by reference).
4(c) Amendment to $80,000,000 Maximum Aggregate Principal
Amount Note Purchase and Private Shelf Facility dated
October 31, 1992 between the Company and The
Prudential Insurance Company of America (filed as
Exhibit 4(g) to the Company's Form 10-Q for the
quarter ended March 31, 1996, SEC File No. 1-2299,
and incorporated here by reference).
4(d) $50,000,000 Private Shelf Agreement dated as of
November 27, 1996, as amended on January 30, 1998,
between the Company and The Prudential Insurance
Company of America (filed as Exhibit 4(f) to the
Company's Form 10-Q for the quarter ended March 31,
1998, SEC File No. 1-2299, and incorporated here by
reference).
4(e) $150,000,000 Credit Agreement dated as of Attached
November 5, 1998 among the Company, KeyBank National
Association as Agent, and various financial
institutions (filed as Exhibit 4(e) to the Company's
Form 10-Q for the quarter ended September 30, 1998,
SEC File No. 1-2299, and incorporated here by
reference).
4(f) Rights Agreement, dated as of February 2, 1998,
between the Company and Harris Trust and Savings
Bank, as Rights Agent, which includes as
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Exhibit B thereto the Form of Rights Certificate
(filed as Exhibit No. 1 to the Company's
Registration Statement on Form 8-A filed July 20,
1998, SEC File No. 1-2299, and incorporated here by
reference).
5 Opinion of Squire, Sanders & Dempsey LLP as to the
legality of the securities registered.
23(a) Consent of Deloitte & Touche LLP.
23(b) Consent of Squire, Sanders & Dempsey LLP (contained
in Exhibit 5).
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Cleveland, and the State of Ohio, on July 15, 1999.
APPLIED INDUSTRIAL TECHNOLOGIES, INC.
By: /s/ John C. Dannemiller
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John C. Dannemiller
Chairman of the Board
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated. Each person whose signature appears below
hereby makes, constitutes and appoints John C. Dannemiller and Robert C. Stinson
to act as, his or her true and lawful attorney, with full power to sign for such
person and in such person's name and capacity indicated bellow any and all
amendments to this Registration Statement, hereby ratifying and confirming such
person's signature as it may be signed by said attorney to any and all
amendments.
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Signature Title Date
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<S> <C> <C>
/s/ John C. Dannemiller
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John C. Dannemiller Chairman, Chief Executive Officer July 15, 1999
(signing as Principal Executive Officer
and a Director)
/s/ John R. Whitten
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John R. Whitten Vice President-Chief Financial Officer and July 15, 1999
Treasurer (signing as Principal Financial
Officer)
/s/ Mark O. Eisele
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Mark O. Eisele Vice President and Controller (signing as July 15, 1999
Controller)
</TABLE>
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<TABLE>
<CAPTION>
Signature Title Date
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<S> <C> <C>
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William G. Bares Director July 15, 1999
/s/ Dr. Roger D. Blackwell
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Dr. Roger D. Blackwell Director July 15, 1999
/s/ William E. Butler
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William E. Butler Director July 15, 1999
/s/ Thomas A. Commes
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Thomas A. Commes Director July 15, 1999
/s/ Russel B. Every
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Russel B. Every Director July 15, 1999
/s/ Russell R. Gifford
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Russell R. Gifford Director July 15, 1999
/s/ L. Thomas Hiltz
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L. Thomas Hiltz Director July 15, 1999
/s/ John J. Kahl
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John J. Kahl Director July 15, 1999
/s/ J. Michael Moore
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J. Michael Moore Director July 15, 1999
/s/ Dr. Jerry Sue Thornton
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Dr. Jerry Sue Thornton Director July 15, 1999
</TABLE>
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The Plan. Pursuant to the requirements of the Securities Act of 1933,
the trustees of or other persons who administer the Applied Industrial
Technologies, Inc. Retirement Savings Plan have duly caused this Registration
Statement to be signed on their behalf by the undersigned, thereunto duly
authorized, in the City of Cleveland, and the State of Ohio on the 15th day of
July, 1999.
APPLIED INDUSTRIAL TECHNOLOGIES, INC.
RETIREMENT SAVINGS PLAN
By: Applied Industrial Technologies, Inc., as
Plan Administrator
By: /s/ John C. Dannemiller
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John C. Dannemiller
Chairman of the Board
and Chief Executive Officer
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EXHIBIT INDEX
EXHIBIT METHOD OF
NUMBER DESCRIPTION FILING*
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4(a) Certificate of Merger of Bearings, Inc. (Ohio) and Bearings, Inc.
(Delaware) filed with the Ohio Secretary of State on October 18, 1988,
including an Agreement and Plan of Reorganization dated September 6,
1988 (filed as Exhibit 4(a) to the Company's Registration Statement on
Form S-4 filed May 23, 1997, Registration No. 333-27801, and
incorporated here by reference).
4(b) $80,000,000 Maximum Aggregate Principal Amount Note Purchase and
Private Shelf Facility dated October 31, 1992 between the Company and
The Prudential Insurance Company of America (filed as Exhibit 4(b) to
the Company's Registration Statement on Form S-4 filed May 23, 1997,
Registration No. 333-27801, and incorporated here by reference).
4(c) Amendment to $80,000,000 Maximum Aggregate Principal Amount Note
Purchase and Private Shelf Facility dated October 31, 1992 between the
Company and The Prudential Insurance Company of America (filed as
Exhibit 4(g) to the Company's Form 10-Q for the quarter ended March 31,
1996, SEC File No. 1-2299, and incorporated here by reference).
4(d) $50,000,000 Private Shelf Agreement dated as of November 27, 1996, as
amended on January 30, 1998, between the Company and The Prudential
Insurance Company of America (filed as Exhibit 4(f) to the Company's
Form 10-Q for the quarter ended March 31, 1998, SEC File No. 1-2299,
and incorporated here by reference).
4(e) $150,000,000 Credit Agreement dated as of Attached November 5, 1998
among the Company, KeyBank National Association as Agent, and various
financial institutions (filed as Exhibit 4(e) to the Company's Form
10-Q for the quarter ended September 30, 1998, SEC File No. 1-2299, and
incorporated here by reference).
4(f) Rights Agreement, dated as of February 2, 1998, between the Company and
Harris Trust and Savings Bank, as Rights Agent, which includes as
Exhibit B thereto the Form of Rights Certificate (filed as Exhibit No.
1 to the Company's Registration Statement on Form 8-A filed July 20,
1998, SEC File No. 1-2299, and incorporated here by reference).
5 Opinion of Squire, Sanders & Dempsey LLP as to the legality of the
securities registered. (attached)
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* All exhibits hereto are being filed through incorporation by reference, unless
otherwise indicated.
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23(a) Consent of Deloitte & Touche LLP. (attached)
23(b) Consent of Squire, Sanders & Dempsey LLP (contained in Exhibit 5).
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EXHIBIT 5
July 27, 1999
Applied Industrial Technologies, Inc.
One Applied Plaza
Cleveland, Ohio 44115
Re: Registration Statement on Form S-8
Gentlemen:
Reference is made to your Registration Statement on Forms S-8 filed
with the Securities and Exchange Commission on July 27, 1999 with respect to
800,000 additional shares of common stock, without par value ("Common Stock"),
of Applied Industrial Technologies, Inc. to be offered pursuant to the Applied
Industrial Technologies, Inc. Retirement Savings 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 opinions that the Common Stock
and interests 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 Statements.
Respectfully submitted,
/s/ Squire, Sanders & Dempsey LLP
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EXHIBIT 23(A)
INDEPENDENT AUDITORS' CONSENT
Applied Industrial Technologies, Inc.
We consent to the incorporation by reference in Registration Statement
of Applied Industrial Technologies, Inc. on Form S-8 of our report dated August
6, 1998, appearing in and incorporated by reference in the Annual Report on Form
10-K of the Applied Industrial Technologies, Inc. for the year ended June 30,
1998.
/s/Deloitte & Touche LLP
Cleveland, Ohio
July 27, 1999
