As filed with the Securities and Exchange Commission on July 27, 1995
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
JLG INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Pennsylvania 25-1199382
(State of Organization) (I.R.S. Employer Identification Number)
1 JLG Drive
McConnellsburg, Pennsylvania 17233
(Address of principal executive offices) (Zip Code)
JLG INDUSTRIES, INC.
STOCK INCENTIVE PLAN
(Full title of the Plan)
Charles H. Diller, Jr. Copy to: David N. Brown, Esq.
Executive Vice President Covington & Burling
and Chief Executive Officer 1201 Pennsylvania Avenue, N.W.
JLG Industries, Inc. Washington, D.C. 20044
1 JLG Drive
McConnellsburg, PA 17233
(717) 485-5161
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Amount maximum maximum Amount of
securities to be offering price aggregate registration
to be registered registered per share offering price fee
Capital Stock, par
value $.20 per share 700,000 shs.(1) $33.50(2) $23,450,000 $8,806.21
(1) Pursuant to Rule 416 the amount of shares registered include such
additional number of shares of Capital Stock as are required from stock
splits, stock dividends or similar transactions affecting the Capital Stock.
(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(h) based on the average high and low sales prices as
reported by the consolidated reporting system on July 24, 1995.
STATEMENT PURSUANT TO GENERAL INSTRUCTION E. OF FORM S-8
The registrant's Registration Statement on Form S-8, dated
March 31, 1993 File No. 33-60366, is hereby incorporated by
reference.
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 at
McConnellsburg, Pennsylvania, on the 27th day of July, 1995.
JLG INDUSTRIES, INC.
(Registrant)
By /s/ L. David Black
L. David Black
President
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 dates indicated.
Name
Capacity in
Which Signed
Date
/s/ L. David Black
L. David Black
Director,
Chairman,
President
and Chief
Executive
Officer
July 27, 1995
/s/ Charles H. Diller, Jr.
Charles H. Diller, Jr.
Director,
Executive
Vice
President
and Chief
Financial
Officer
July 27, 1995
/s/ George R. Kempton
George R. Kempton
Director
July 27, 1995
/s/ James A. Mezera
James A. Mezera
Director
July 27, 1995
/s/ Paul K. Shockey
Paul K. Shockey
Director,
Secretary
July 27, 1995
/s/ Charles O. Wood, III
Charles O. Wood, III
Director
July 27, 1995
/s/ Gerald Palmer
Gerald Palmer
Director
July 27, 1995
/s/ Stephen Rabinowitz
Stephen Rabinowitz
Director
July 27, 1995
/s/ Thomas C. Wajnert
Thomas C. Wajnert
Director
July 27, 1995
INDEX TO EXHIBITS
Exhibit No. Description of Exhibit
5 Opinion re: legality
23 Consent of Ernst & Young
EXHIBIT 5
July 26, 1995
JLG Industries, Inc.
JLG Drive
McConnellsburg, Pennsylvania 17233
Gentlemen:
We refer to the Registration Statement on Form S-8 covering
700,000 shares of the capital stock, par value $.20, of JLG Industries, Inc.,
which Registration Statement is to be filed with the Securities and Exchange
Commission on or about July 27, 1995. We have acted as counsel for JLG
Industries, Inc., in connection with the Stock Incentive Plan (the "Plan")
pursuant to which those 700,000 shares are to be offered and are familiar with
the corporate proceedings relating thereto. We have examined such documents
and considered such matters of law as we have deemed necessary in giving this
opinion.
In our opinion, the 700,000 shares of capital stock to be offered
pursuant to the Plan have been duly and validly authorized and, upon issuance
and payment therefore in accordance with the Plan, will be legally issued and
fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
COVINGTON & BURLING
EXHIBIT 23
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement on
Form S-8 pertaining to the JLG Industries, Inc. Stock Incentive Plan of our
reports dated September 8, 1994 and October 19, 1994, with respect to the
consolidated financial statements of JLG Industries, Inc. incorporated by
reference in its Annual Report (Form 10-K) for the year ended July 31, 1994
and the related financial statement schedules included therein, filed with the
Securities and Exchange Commission.
Ernst & Young LLP
Baltimore, Maryland
July 24, 1995
