As filed with the Securities and Exchange Commission on June 2, 1998
Registration No. 333-____
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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DONALDSON COMPANY, INC.
(Exact name of registrant as specified in its charter)
Delaware 41-0222640
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1400 West 94th Street
Minneapolis, Minnesota 55431
(Address of Principal Executive Offices) (Zip Code)
DONALDSON COMPANY, INC. STOCK OPTION PROGRAM FOR NONEMPLOYEE DIRECTORS
DONALDSON COMPANY, INC. 1998 NONEMPLOYEE DIRECTOR STOCK OPTION PLAN
(Full title of the plans)
NORMAN C. LINNELL
Donaldson Company, Inc.
1400 West 94th Street
Minneapolis, Minnesota 55431
(Name and address of agent for service)
(612) 887-3131
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
========================================================================================================
Proposed maximum Proposed maximum Amount of
Title of securities to be Amount to be offering price per aggregate offering registration
registered registered share (1) price (1) fee
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $5 par value(2) 400,000 $17.9525 $7,181,000 $2118.40
========================================================================================================
</TABLE>
(1) Of the 400,000 shares registered hereunder, as of the date hereof, options
with respect to 180,000 shares have been granted (at a weighted average
exercise price of $14.1514 per share) under the Stock Option Program for
Nonemployee Directors ("Prior Plan"). The proposed maximum offering price
has been determined pursuant to Rule 457(h)(1) and represents the sum of
(i) the aggregate exercise price of all options granted to date under the
Prior Plan plus (ii) the product of the remaining 220,000 shares to be
granted under the 1998 Nonemployee Director Stock Option Plan (the "New
Plan") multiplied by a per share price of $21.0625, the average of the high
and low sale prices of the Common Stock as reported on the New York Stock
Exchange on May 27, 1998.
(2) Including Preferred Stock Purchase Rights, which are attached to and trade
with the Common Stock.
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<PAGE>
PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which have been filed by Donaldson Company,
Inc. (the "Company") with the Securities and Exchange Commission (the
"Commission"), are incorporated by reference in this Registration Statement, as
of their respective dates:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
July 31, 1997;
(b) The Company's Quarterly Reports on Form 10-Q for the quarters
ended October 31, 1997 and January 31, 1998; and
(c) The descriptions of the Company's Common Stock and the Company's
Preferred Stock Purchase Rights contained in any Registration Statement of
the Company filed under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), and any amendment or report filed for the purpose of
updating such descriptions filed subsequent to the date of this Prospectus.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act subsequent to the date hereof and 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 a part hereof
from the respective dates 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.
Section 145 of the Delaware General Corporation Law, as amended,
provides that, under certain circumstances, a corporation may indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason for the fact that he or she
is or was a director, officer, employee or agent of the corporation or is or was
serving at its request in such capacity in another corporation or business
association, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him or her in
connection with such action, suit or proceeding if he or she 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 and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his or her conduct was unlawful.
The Bylaws of the Company provide that the officers and directors of
the Company shall be indemnified to the full extent permitted by the Delaware
General Corporation Law, as amended from time to time.
The Company maintains directors' and officers' liability insurance
which covers certain liabilities and expenses of officers and directors of the
Company and covers the Company for reimbursement of payments to directors and
officers in respect of such liabilities and expenses.
Item 7. Exemption from Registration Claimed.
No securities are to be reoffered or resold pursuant to this
Registration Statement.
<PAGE>
Item 8. Exhibits.
4.1 Certificate of Incorporation of the Company as currently in effect
(incorporated by reference to Exhibit 3-A to the Company's Form 10-Q
Quarterly Report for the fiscal quarter ended January 31, 1998 (SEC
file number 1-7891))
4.2 Bylaws of the Company as currently in effect (incorporated by
reference to Exhibit 3-B to the Company's Form 10-K Annual Report for
the fiscal year ended July 31, 1996 (SEC file number 1-7891))
4.3 Rights Agreement, dated as of January 12, 1996, between the Company
and Norwest Bank Minnesota, National Association, as Rights Agent
(incorporated by reference to Exhibit 4.1 to the Company's Current
Report on Form 8-K, dated January 12, 1996 (SEC file number 1-7891)).
5.1 Opinion and Consent of Dorsey & Whitney LLP
23.1 Consent of Ernst & Young LLP
23.2 Consent of Dorsey & Whitney LLP (included in Exhibit 5.1 above)
24.1 Powers of Attorney
Item 9. Undertakings.
A. Post-Effective Amendments.
The undersigned issuer 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 of 1933;
(b) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or 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. Notwithstanding the
foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would
not exceed that which was registered) and any deviation from the
low or high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement.
(c) 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 subparagraphs (a) and (b) above will not apply if
the information required to be included in a post-effective amendment by
those subparagraphs is contained in periodic reports filed with or
furnished to the Commission by the registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in this registration statement.
<PAGE>
(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.
B. Subsequent Documents Incorporated by Reference.
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 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.
C. Claims for Indemnification.
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 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 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 other
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 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 Minneapolis, State of Minnesota, on May 31, 1998.
Date: May 31, 1998 DONALDSON COMPANY, INC.
By: /s/ James R. Giertz
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James R. Giertz
Senior Vice President and Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-8 has been signed by the following persons in
the capacities indicated on May 31, 1998.
SIGNATURE TITLE
--------- -----
/s/ William G. Van Dyke Chairman of the Board, Chief Executive Officer
- ----------------------------- and President (principal executive officer)
William G. Van Dyke
/s/ James R. Giertz Senior Vice President and Chief Financial Officer
- ---------------------------- (principal financial officer)
James R. Giertz
/s/ Thomas A. Windfeldt Vice President, Controller and Treasurer
- ----------------------------
Thomas A. Windfeldt
F. GUILLAUME BASTIAENS* Director
PAUL B. BURKE* Director
JANET M. DOLAN* Director
JACK W. EUGSTER* Director
JOHN F. GRUNDHOFER* Director
KENDRICK B. MELROSE* Director
S. WALTER RICHEY* Director
STEPHEN W. SANGER* Director
*By /s/ James R. Giertz
----------------------------
James R. Giertz
Attorney-in-fact**
- --------------
** Executed on behalf of the indicated persons by James R. Giertz pursuant to
the Power of Attorney included as Exhibit 24.1 to this registration
statement.
<PAGE>
EXHIBIT INDEX
Exhibit
Number Exhibit Page
- ------ ------- ----
5.1 Opinion of Dorsey & Whitney LLP Electronically Filed
23.1 Consent of Ernst & Young LLP Electronically Filed
23.2 Consent of Dorsey & Whitney LLP (included in
Exhibit 5.1 above)
24.1 Power of Attorney Electronically Filed
Exhibit 5.1
[Letterhead of Dorsey & Whitney LLP]
DORSEY & WHITNEY LLP
Pillsbury Center South
220 South Sixth Street
Minneapolis, Minnesota 55402-1498
Telephone: (612) 340-2600
Fax: (612) 340-2868
Donaldson Company, Inc.
1400 West 94th Street
Minneapolis, Minnesota 55431
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to Donaldson Company, Inc., a Delaware
corporation (the "Company"), in connection with a Registration Statement on Form
S-8 relating to the sale by the Company from time to time of up to 400,000
shares of Common Stock, $5.00 par value, of the Company (the "Shares"),
initially issuable upon the exercise of stock options granted pursuant to the
Donaldson Company, Inc. Stock Option Program for Nonemployee Directors and the
Donaldson Company, Inc. 1998 Nonemployee Director Stock Option Plan (the
"Plans").
We have examined such documents and have reviewed such questions of
law as we have considered necessary and appropriate for the purposes of the
opinion set forth below. In rendering our opinion set forth below, we have
assumed the authenticity of all documents submitted to us as originals, the
genuineness of all signatures and the conformity to authentic originals of all
documents submitted to us as copies. As to questions of fact material to our
opinions, we have relied upon certificates of officers of the Company and of
public officials.
Based on the foregoing, we are of the opinion that the Shares have
been duly authorized and, upon issuance, delivery and payment therefor in
accordance with the terms of the Plans under which such Shares are issued, will
be validly issued, fully paid and nonassessable.
Our opinion expressed above is limited to the laws of the State of
Delaware.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Dated: May 29, 1998
Very truly yours,
/s/ DORSEY & WHITNEY LLP
RAR
Exhibit 23.1
CONSENT OF ERNST & YOUNG LLP
We consent to the incorporation by reference in Donaldson Company, Inc.'s
Registration Statement [Form S-8] pertaining to the Donaldson Company, Inc.
Stock Option Program for Nonemployee Directors and the Donaldson Company, Inc.
1998 Nonemployee Director Stock Option Plan of our reports dated September 12,
1997, with respect to the consolidated financial statements of Donaldson
Company, Inc. incorporated by reference in its Annual Report (Form 10-K) for the
year ended July 31, 1997, and the related financial statement schedule included
therein, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Minneapolis, Minnesota
June 2, 1998
Exhibit 24.1
POWER OF ATTORNEY
Each of the undersigned hereby constitutes and appoints William G. Van
Dyke, James R. Giertz and Norman C. Linnell, and each of them, the undersigned's
true and lawful attorneys-in-fact and agents, with full power of substitution
and resubstitution for them and in their name, place and stead, for the purpose
of signing in the undersigned's name and on the undersigned's behalf as a
Director of Donaldson Company, Inc. ("Donaldson"), the Registration Statement on
Form S-8 of Donaldson to be filed under the Securities Act of 1933 for the
registration of up to 400,000 shares of Common Stock of Donaldson under the
Donaldson Company, Inc. Stock Option Program for Nonemployee Directors and the
Donaldson Company, Inc. 1998 Nonemployee Director Stock Option Plan and any and
all amendments (including post-effective amendments) to such Registration
Statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming all that said attorneys-in-fact and agents or either of
them, or their substitutes, may lawfully do or cause to be done by virtue
hereof.
Dated as of May 31, 1998.
/s/ F. Guillaume Bastiaens
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F. Guillaume Bastiaens
/s/ Paul B. Burke
-----------------------------------
Paul B. Burke
/s/ Janet M. Dolan
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Janet M. Dolan
/s/ Jack W. Eugster
-----------------------------------
Jack W. Eugster
/s/ John F. Grundhofer
-----------------------------------
John F. Grundhofer
/s/ Kendrick B. Melrose
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Kendrick B. Melrose
/s/ S. Walter Richey
-----------------------------------
S. Walter Richey
/s/ Stephen W. Sanger
-----------------------------------
Stephen W. Sanger
