As filed with the Securities and Exchange Registration No. 33-
Commission on November 17, 1995
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------------
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
--------------------------
FARR COMPANY
(Exact name of registrant as specified in its charter)
DELAWARE 95-1288401
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
2221 Park Place
El Segundo, California 90245
(Address of principal executive offices) (Zip Code)
----------------------------
THE 1993 STOCK OPTION PLAN
FOR KEY EMPLOYEES OF FARR COMPANY, AS AMENDED
----------------------------
KENNETH W. GERSTNER
Chief Financial Officer
Farr Company
2221 Park Place
El Segundo, California 90245
(310) 536-6300
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Calculation of Registration Fee
- -------------------------------------------------------------------------------
Proposed
Proposed Maximum
Title of Amount Maximum Aggregate Amount of
Securities to to be Offering Price Offering Registration
be Registered Registered Per Share (1) Price (1) Fee
- -------------------------------------------------------------------------------
Common Stock
$.10 par value 150,000 $7.88 $1,182,000 $236.40
(1) For purposes of computing the registration fee only. Pursuant to Rule
457(h), the Proposed Maximum Offering Price Per Share of the 150,000 shares is
based upon the average of the high and low price for the Company's Common Stock
on the Nasdaq National Market on November 10, 1995, which was $7.88 per share.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Registration of Additional Securities
By a Registration Statement on Form S-8 filed with the Securities and
Exchange Commission on November 8, 1993, Registration File No. 33-71400 (the
"Prior Registration Statement"), Farr Company, a Delaware corporation (the
"Company"), previously registered 200,000 shares of the Common Stock, par value
$.10 per share (the "Common Stock"), of the Company reserved for issuance from
time to time in connection with the 1993 Stock Option Plan for Key Employees of
Farr Company (the "Plan"). The Plan has been amended and the number of shares of
Common Stock issuable thereunder has been increased to 350,000. Under this
Registration Statement, the Company is registering the additional 150,000 shares
of the Common Stock issuable under the Plan. The contents of the Prior
Registration Statement are incorporated by reference herein. Pursuant to
Instruction E to Form S-8, all other information otherwise required to be filed
in this Registration Statement is not required to be filed in this Registration
Statement.
Item 8. Exhibits
5.1 Opinion of Latham & Watkins
24.1 Consent of Arthur Andersen & Co.
24.2 Consent of Latham & Watkins (included in Exhibit 5.1)
25 Power of Attorney (incorporated in the signature page to the
Registration Statement - see page 3)
<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
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 El Segundo, State of California, on this 31 day of
October 1995.
FARR COMPANY
By: /s/ KENNETH W. GERSTNER
--------------------------------
Kenneth W. Gerstner
Title: Senior Vice President,
Chief Financial Officer and Secretary
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. Each person whose signature appears below
hereby authorizes Kenneth W. Gerstner, as attorney-in-fact, with full power of
substitution, to sign on his or her behalf, individually and in such capacity
stated below, and to file any amendments, including post-effective amendments or
supplements, to this Registration Statement.
Signature Title Date
--------- ----- ----
/s/ H. J. MEANY Chairman, President October 31, 1995
- ------------------------- Chief Executive
H. J. Meany
/s/ ROBERT BATINOVICH Director October 31, 1995
- -------------------------
Robert Batinovich
/s/ Director October 31, 1995
- -------------------------
Richard P. Birmingham
/s/ DAVID J. FARR Director October 31, 1995
- -------------------------
David J. Farr
/s/ RICHARD L. FARR Senior Vice President October 31, 1995
- ------------------------- and Director
Richard L. Farr
/s/ JOHN J. KIMES Director October 31, 1995
- -------------------------
John J. Kimes
/s/ KENNETH W. GERSTNER Senior Vice President, October 31, 1995
- ------------------------- Financial Officer
Kenneth W. Gerstner Secretary
(Principal Accounting Officer)
<PAGE>
Exhibit 5.1
November 17, 1995
Farr Company
2221 Park Place
El Segundo, California 90245
Re: Farr Company Common Stock
par value $.10 per share
Gentlemen:
At your request, we have examined the Registration Statement on Form
S-8 (the "Registration Statement"), which you intend to file with the Securities
and Exchange Commission in connection with the registration under the Securities
Act of 1933, as amended, of 150,000 shares of Common Stock, par value $.10 per
share (the "Shares"), to be sold by Farr Company (the "Company") under The 1993
Stock Option Plan for Key Employees of Farr Company, as amended (the "Plan). We
are familiar with the proceedings undertaken in connection with the
authorization, issuance and sale of the Shares. Additionally, we have examined
such questions of law and fact as we have considered necessary or appropriate
for purposes of this of this opinion.
Based upon the foregoing, we are of the opinion that the Shares have
been duly authorized, and upon the issuance of Shares under the terms of the
Plan and delivery and payment therefor of legal consideration in excess of the
aggregate par value of the Shares issued, such Shares will be validly issued,
fully paid and nonassessable.
We consent to your filing this opinion as an exhibit to the
Registration Statement.
Very truly yours,
LATHAM & WATKINS
Los Angeles, California
<PAGE>
Exhibit 24.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our reports dated
February 17, 1995 (except for Note 7 as to which the date is March 23, 1995)
included and incorporated by reference in the Farr Company Form 10-K for the
year ended December 31, 1994 and to all references to our Firm included in this
registration Statement.
ARTHUR ANDERSEN LLP
Los Angeles, California
November 14, 1995
