<PAGE>
November 23, 1994
SECURITIES AND EXCHANGE COMMISSION
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Clark Equipment Company
Registration Statement on Form S-8
__________________________________
Ladies and Gentlemen:
Enclosed for filing with you on behalf of Clark Equipment Company, a
Delaware corporation (the "Company"), pursuant to the Securities Act of 1933,
as amended, via a direct transmission to the EDGAR system, is the Company's
registration statement on Form S-8 relating to the Company's 1994 Long-Term
Incentive Plan.
Pursuant to Rule 202.3a, the $16,395.47 filing fee has been sent by wire
transfer to the U.S. Treasury designated lockbox depository at the Mellon Bank
in Pittsburgh, PA.
Please direct any comments or questions with regard to the above-
referenced proxy statement to me at (312) 701-7960.
Very Truly Yours,
Michael L. Hermsen
Enclosure
<PAGE>
As filed with the Securities and Exchange Commission
on November 23, 1994
File No. 33-
==============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
_________________________
CLARK EQUIPMENT COMPANY
(Exact Name of Registrant as Specified in its Charter)
Delaware 38-0425350
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
100 North Michigan Street
P.O. Box 7008
South Bend, Indiana 46634
(Address of Principal Executive Offices) (Zip Code)
1994 Long-Term
Incentive Plan
(Full Title of the Plan)
Bernard D. Henely
Vice President, General Counsel and Secretary
Clark Equipment Company
100 North Michigan Street
P.O. Box 7008
South Bend, Indiana 46634
(Name and Address of Agent For Service)
(219) 239-0145
(Telephone Number, Including Area Code, of Agent For Service)
______________________________
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
_____________________________________________________________________________
Title of Proposed Proposed Amount
Securities Amount Maximum Maximum of
to be to be Offering Price Aggregate Registration
Registered Registered Per Share* Offering Price* Fee
_____________________________________________________________________________
<S> <C> <C> <C> <C>
Common Stock,
par value
$7.50 per
share.... 850,000 $55.9375 $47,546,875 $16,395,47
______________________________________________________________________________
* Pursuant to Rule 457(h)(1), computed on the basis of the average of the
high and low prices of the Registrant's Common Stock as reported on the
New York Stock Exchange on November 22, 1994.
</TABLE>
===============================================================================
PROSPECTUS
November 23, 1994
850,000 Shares
CLARK EQUIPMENT COMPANY
Common Stock
All of the shares of Common Stock, par value $7.50 per share (the "Common
Stock" or the "Shares"), of Clark Equipment Company (the "Company") offered
hereby are being offered and sold by certain stockholders (the "Selling
Stockholders") of the Company.
The Common Stock is listed on the New York Stock Exchange, Inc. (the "NYSE").
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COM-
MISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
All or a portion of the shares of Common Stock may be sold, from time to
time, on the NYSE, pursuant to this Prospectus or in exempt transactions under
Rule 144 ("Rule 144") under the Securities Act of 1933, as amended (the
"Securities Act"), or otherwise, at prices and terms then obtainable. All
brokers' commissions or discounts will be paid by the Selling Stockholder in
the transaction. The proceeds from any such sale will go solely to the Selling
Stockholder in the transaction.
No person is authorized in connection with any offering made hereby to
give any information or to make any representation not contained in this
Prospectus, and, if given or made, such information or representation must not
be relied upon as having been authorized by the Company or any Selling
Stockholder. This Prospectus does not constitute an offer to sell or a
solicitation of an offer to buy any security other than the Common Stock
offered hereby, nor does it constitute an offer to sell or a solicitation of an
offer to buy any of the securities offered hereby to any person in any
jurisdiction in which it is unlawful to make such an offer or solicitation to
such person. Neither the delivery of this Prospectus nor any sale made
hereunder shall under any circumstance create any implication that the
information contained herein is correct as of any date subsequent to the date
hereof.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission") and with the NYSE.
Such reports, proxy statements and other information concerning the Company may
be inspected and copied at the Public Reference Section of the Commission at
450 Fifth Street, N.W., Washington, D.C. 20549, and at the Commission's
Regional Offices located at Seven World Trade Center, New York, New York 10048
and at 500 West Madison Street, Chicago, Illinois 60661. Copies of such
material can be obtained from the Public Reference Section of the Commission,
450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. In
addition, such materials may be inspected at the offices of the NYSE, 20 Broad
Street, New York, New York 10005.
The Company has filed with the Commission a registration statement on
Form S-8 (herein, together with all amendments and exhibits, referred to as the
"Registration Statement") under the Securities Act. This Prospectus does not
contain all of the information set forth in the Registration Statement, certain
parts of which are omitted in accordance with the rules and regulations of the
Commission. For further information, reference is hereby made to the
Registration Statement which may be inspected and copied in the manner and at
the sources described above.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission pursuant
to the Exchange Act are incorporated herein by reference:
(1) The Company's Report on Form 10-K for the year ended December 31,
1993;
(2) The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1994, June 30, 1994 and September 30, 1994;
(3) The Company's Reports on Form 8-K dated January 26, 1994, April 20,
1994, April 25, 1994, May 16, 1994, May 27, 1994 (two reports),
July 27, 1994 (two reports), September 8, 1994, September 13, 1994,
September 23, 1994 and October 26, 1994, and Reports on Form 8-KA
dated January 26, 1994 and July 27, 1994; and
(4) The description of Common Stock included in the Company's
Registration Statement filed under Section 12 of the Exchange Act,
including any amendment or report filed for the purpose of updating
such description.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this
Prospectus and prior to the termination of the offering shall be deemed to be
incorporated by reference in this Prospectus and to be a part hereof from the
date of filing of such documents.
Any statement contained herein or in a document incorporated or deemed to
be incorporated herein by reference shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any subsequently filed document which also is, or is
deemed to be, incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.
The Company hereby undertakes to provide without charge to each person to
whom a copy of this Prospectus has been delivered, on the written or oral
request of such person, a copy of any or all of the documents referred to above
which have been, or may be, incorporated in this Prospectus by reference, other
than exhibits to such documents, unless such exhibits are specifically
incorporated by reference into such documents. Requests for such copies should
be directed to Treasurer, Clark Equipment Company, 100 North Michigan Street,
P.O. Box 7008, South Bend, Indiana 46634 (telephone: (219) 239-0182).
TABLE OF CONTENTS
Page Page
Available Information.............2 Use of Proceeds.....................5
Incorporation of Certain Plan of Distribution................5
Documents by Reference..........2 Selling Stockholders................5
The Company.......................4
THE COMPANY
Clark Equipment Company (the "Company") is engaged in the design,
manufacture and sale of skid steer loaders, construction machinery, asphalt
paving equipment and axles and transmissions for off-highway equipment.
Skid steer loaders, mini-excavators and a limited line of other
agricultural equipment are manufactured for sale, principally under the
trademarks "Melroe" and "Bobcat" (each a registered trademark of Clark
Equipment Company), to a wide variety of users. These products are
primarily sold through a network of independent distributors.
The Company's construction machinery business is conducted by VME Group
N.V., a joint venture which is owned 50% by the Company and 50% by AB Volvo.
The Company's share of the joint venture's earnings is included in the
Company's financial statements on an equity basis.
Asphalt paving equipment is sold by the Company's subsidiary Blaw-Knox
Construction Equipment Corporation under the "Blaw-Knox" trademark. These
products are primarily sold through a network of independent distributors.
Axles and transmissions for off-highway equipment are manufactured by the
Company for sale to the agricultural and industrial equipment, road building
and construction machinery businesses. Clark axles and transmissions are sold
by the Company directly to customers by employee sales representatives, and
through manufacturer's representatives.
The Company maintains a large modern central parts warehouse in Chicago,
which, in conjunction with a communications network and electronic data
processing equipment, provide expeditious shipment of customers' and dealers'
orders for repair and replacement parts for the Melroe and VME products.
The Company's products are manufactured in the United States, Belgium,
Italy and England. In addition, the Company's products are manufactured by
licensees of the Company in Australia and South Africa.
The Company was previously involved in the manufacture and sale of
transmissions for on-highway trucks through its wholly-owned subsidiary Clark
Automotive Products Corporation (now known as CAPCO Automotive Products
Corporation and hereinafter referred to as "CAPCO") and its two wholly-owned
Brazilian subsidiaries, CAPCO do Brasil Empreendimentos e Participacoes Ltda.
and Equipamentos Clark Ltda. On May 13, 1994, the Company completed an initial
public offering of the stock of CAPCO. Following completion of the offering,
the Company retained 1,000,000 shares of the stock of CAPCO, representing
approximately 9% of CAPCO's outstanding shares.
The Company conducts its domestic and foreign operations under highly
competitive conditions and its business is subject to cyclical influences and
other factors. The customers for most of the Company's products are
commercial, industrial or farm users who use the products in business for
profit. Product performance and parts and service availability are primary
considerations for these customers in the choice among competing products.
Availability of rental and financing programs and warranty policies are also
important considerations.
The Company is a Delaware corporation which is the successor to certain
corporations, the first of which was organized on December 24, 1902. The
Company maintains its principal executive offices at 100 North Michigan Street,
P.O. Box 7008, South Bend, Indiana 46634, and its telephone number is (219)
239-0100.
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of the shares of
Common Stock offered hereby.
PLAN OF DISTRIBUTION
All or a portion of the shares of Common Stock may be sold, from time to
time, on the NYSE, pursuant to this Prospectus or in exempt transactions under
Rule 144, or otherwise, at prices and terms then obtainable. All brokers'
commissions or discounts will be paid by the Selling Stockholder in the
transaction. The proceeds from any such sale will go solely to the Selling
Stockholder in the transaction.
SELLING STOCKHOLDERS
Certain unnamed Selling Stockholders that are not affiliates of the
Company may use this prospectus for reoffers and resales of up to 1,000 shares
of Common Stock. Set forth below is (i) the name and position or last position
with the Company of certain Selling Stockholders, (ii) the number of shares of
Common Stock held by each such Selling Stockholder prior to this Offering,
(iii) the number of shares of Common Stock offered hereby by each such Selling
Stockholder, (iv) the number of shares of Common Stock to be owned by each such
Selling Stockholder after the offering and (v) the percentage of Common Stock
to be owned by each such Selling Stockholder after the offering:
<TABLE>
<CAPTION>
Number of Number of Number of Percentage
Shares Shares Shares Ownership
Owned Prior Offered Owned After the
Job to the Hereby After the Offering
Name Title Offering Offering
<S> <C> <C> <C> <C> <C>
Paul R. Bowles Vice 15,605.034 428 15,177.034 *
President
Thomas L. Vice 25,083.437 142 24,941.437 *
Doepker President
& Treasurer
William N. Vice 26,671.027 501 26,170.027 *
Harper President &
Controller
Bernard D. Vice 22,538.930 480 22,058.930 *
Henely President,
General
Counsel &
Secretary
James D. Kertz Vice 13,808.523 447 13,361.523 *
President
Leo J. McKernan Chairman of 80,066.760 1,260 78,806.760 *
the Board,
President &
Chief
Executive
Officer
John J. Vice 14,821.687 522 14,299.687 *
Reynolds President
Frank M. Sims Senior Vice 27,060.340 529 26,531.340 *
President
_____________________
* Less than 1%.
</TABLE>
PART II
INFORMATION REQUIRED IN
THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which have heretofore been filed by Clark
Equipment Company, a Delaware corporation (the "Company"), with the Securities
and Exchange Commission pursuant to the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), File No. 1-5646, are incorporated by reference
herein and shall be deemed to be a part hereof:
(a) The Company's Report on Form 10-K for the year ended December 31,
1993.
(b) Quarterly Reports on Forms 10-Q for the quarters ended March 31,
1994, June 30, 1994 and September 30, 1994.
(c) Current Reports on Forms 8-K, dated January 26, 1994, April 20,
1994, April 25, 1994, May 16, 1994, May 27, 1994 (two reports), and
July 27, 1994 (two reports), September 8, 1994, September 13, 1994,
September 23, 1994 and October 26, 1994, and Forms 8-KA dated
January 26, 1994 and July 27, 1994.
(d) The description of Common Stock included in the Company's
Registration Statement filed under Section 12 of the Exchange Act,
including any amendment or report filed for the purpose of updating
such description.
All documents subsequently filed by the Company 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 have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated herein by reference and shall be deemed a part hereof from
the date of filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
(a) Section 145 of the General Corporation Law of the State of Delaware
provides that a corporation may indemnify directors and officers against the
reasonable expenses, including attorneys' fees, actually and reasonably
incurred by them in connection with the defense of any action by reason of
being or having been directors or officers, if such person shall have acted in
good faith and in a manner he or she reasonably believed to be in or not
opposed to the best interests of the corporation, except that if such action
shall be in the right of the corporation, no such indemnification shall be
provided as to any claim, issue or matter as to which such person shall have
been judged to have been liable for negligence or misconduct in his or her
performance of duty to the corporation, unless and to the extent that the Court
of Chancery of the State of Delaware or any other court in which the suit was
brought shall determine upon application that, in view of all the circumstances
of the case, such person is fairly and reasonably entitled to indemnity. A
corporation shall be required to indemnify any director or officer who
successfully defends any such actions. The foregoing statements are subject to
the detailed provisions of Section 145 of the General Corporation Law of
Delaware.
(b) Article XI of the Registrant's By-Laws requires the Registrant to
indemnify directors and officers to the extent indemnification is permitted
under Delaware law as described in the preceding paragraph.
(c) Article SIXTH, paragraphs (4) and (5), of the Registrant's
Certificate of Incorporation provides as follows:
"(4) A director of this corporation shall under no circumstances have
any personal liability to the corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director, except for
those specific breaches and acts or omissions with respect to which the
Delaware General Corporation Law expressly provides that this provision
shall not eliminate or limit such personal liability of directors."
"The corporation shall indemnify, to the fullest extent permitted
by applicable law, any person made or threatened to be made a party to
any action, suit or proceeding by reason of the fact that he (or she) is
or was a director or officer of the corporation. The Board of Directors
shall have full authority as contemplated by paragraph (1) of this
Article SIXTH, to implement the mandatory indemnification hereby provided
by means of appropriate provisions of the corporation's By-Laws."
"(5) The Corporation may purchase and maintain insurance on behalf of
any person who is or was a Director, officer, employee or agent of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of, or participant in, another
corporation, partnership, joint venture, trust and other enterprise
against any liability asserted against him and incurred by him in any
such capacity, or arising out of his status as such, whether or not the
Corporation would have the power to indemnify him against such liability
under the provisions of paragraph (4) above or otherwise."
The Registrant maintains an insurance policy which affords liability
coverage to directors and officers of the Registrant while acting in that
capacity. Premiums for the policy are paid by the Registrant.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
See Index to Exhibits which is incorporated herein 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:
(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 registration statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the
registrant pursuant to section 13 or 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.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
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 provisions of the registrant's articles of
incorporation or by-laws 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 of 1933 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 of 1933 and will be
governed by the final adjudication of such issue.
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 South Bend, State of Indiana, on this 31st day
of October, 1994.
CLARK EQUIPMENT COMPANY
By: /s/ Leo J. McKernan
____________________________________
Leo J. McKernan
Chairman, President and
Chief Executive Officer
Each person whose signature appears below hereby constitutes and appoints
Bernard D. Henely and John J. Moran, Jr. and each of them, the true and lawful
attorneys-in-fact and agents of the undersigned, with full power of
substitution and resubstitution, for and in the name, place and stead of the
undersigned, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, and hereby grants to
such attorneys-in-fact and agents, and each of them, full power and authority
to do and perform each and every act and thing requisite and necessary to be
done, as fully to all intents and purposes as the undersigned might or could do
in person, hereby ratifying and confirming all that said attorney-in-fact and
agents, or any of them, or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in their
respective capacities on this 31st day of October, 1994.
Signature Title
/s/ Leo J. McKernan Chairman, President, Chief Executive Officer
Leo J. McKernan and Director (Principal Executive Officer)
/s/ William N. Harper Vice President and Controller (Principal
William N. Harper Financial Officer and Principal Accounting
Officer)
/s/ James C. Chapman
James C. Chapman Director
/s/ Donald N. Frey
Donald N. Frey Director
/s/ James A.D. Geier
James A.D. Geier Director
/s/ Gaynor N. Kelley
Gaynor N. Kelley Director
/s/ Ray B. Mundt
Ray B. Mundt Director
/s/ Frank M. Sims
Frank M. Sims Director
EXHIBIT INDEX
Exhibit Sequential
Number Description of Exhibit Page Number
__________ ______________________ ____________
3(a) Restated Certificate of Incorporation of the
Company (incorporated by reference to
Exhibit 3(a) to the Company's Form 10-K
for the year 1992)
3(b) By-Laws, as amended (incorporated by reference
to Exhibit 3(b) to the Company's Form 10-K
for the year 1989)
10(a) 1994 Long-Term Incentive Plan (incorporated by
reference to Exhibit B to the Company's Proxy
Statement for the Annual Meeting of Stockholders
on May 10, 1994)
23(a) Consent of Price Waterhouse....................... 13
23(b) Consent of KPMG Bohlins AB........................ 14
24 Powers of Attorney (included on the signature page
of the registration statement)
Consent of Independent Accountants
__________________________________
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-8 of our report
dated February 14, 1994, which appears on page 33 of a Current Report on Form
8-K dated September 13, 1994, except as to the Subsequent Events Note appearing
on page 30 of such Form 8-K, which is dated as of May 13, 1994, on the
financial statements of Clark Equipment Company for the year ended December 31,
1993, as restated to reflect the deconsolidation of Clark Automotive Products
Corporation. We also consent to the incorporation by reference of our report
on the Financial Statement Schedules of Clark Equipment Company, which appears
on page 14 of the 1993 Annual Report on Form 10-K. We also consent to the
incorporation by reference of our reports on the Consolidated Financial
Statements of VME Group N.V. and the Financial Statement Schedules of VME Group
N.V., which appear on pages 21 and 42 of such Annual Report on Form 10-K,
respectively.
/s/ Price Waterhouse LLP
___________________________________
Price Waterhouse LLP
South Bend, Indiana
November 16, 1994
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Prospectus constituting
part of this Registration Statement on Form S-8 of Clark Equipment Company of
our report dated February 23, 1994 with respect to the consolidated balance
sheets of VME Holding Sweden AB and subsidiaries, as of December 31, 1993 and
1992, and the related consolidated statements of income, stockholders' equity
and cash flows for each of the years in the three year period ended December
31, 1993 and the related financial statement schedules, which report is
included in the 1993 Annual Report on Form 10-K of Clark Equipment Company.
/s/ KPMG Bohlins AB
___________________________________
KPMG Bohlins AB
Gothenburg, Sweden
November 16, 1994
