As filed with the Securities and Exchange Commission on October 4, 1999
Registration No. 333-
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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)
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Delaware 95-1288401
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
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2201 Park Place
El Segundo, California 90245
(310) 727-6300
(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)
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The 1993 Stock Option Plan For Key Employees of Farr Company
(Full title of the plan)
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STEPHEN E. PEGG
Senior Vice President, Secretary and Chief Financial Officer
FARR COMPANY
2201 Park Place
El Segundo, California 90245
(310) 727-6300
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
----------------------
With a copy to:
ROBERT K. MONTGOMERY, ESQ.
Gibson, Dunn & Crutcher LLP
2029 Century Park East
Los Angeles, California 90067
(310) 552-8500
-------------------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
<S> <C> <C> <C> <C>
========================= ================= ======================= ===================== ===================
Proposed Maximum Proposed Maximum
Title of Securities Amount to Offering Price Per Aggregate Amount of
to be Registered be Registered Share (1) Offering Price (1) Registration Fee
- ------------------------- ----------------- ----------------------- --------------------- -------------------
Common Stock, par value
$0.10 per share 312,500 $9.1565 per share $2,861,406 $795.47
========================= ================= ======================= ===================== ===================
</TABLE>
(1) For purposes of computing the registration fee only. Pursuant to Rule
457(h), the Proposed Maximum Offering Price Per Share of the 312,500
shares is based upon the average of the high and low price for the
Common Stock on the Nasdaq National Market on September 24, 1999,
which was $9.1565 per share.
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<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
"Initial 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"). In May 1995, the stockholders of the Company approved
an amendment to the Plan which increased the number of shares reserved for
issuance from time to time under the Plan from 200,000 shares to 350,000 shares.
By a subsequent Registration Statement on Form S-8 filed with the Securities and
Exchange Commission on November 17, 1995, Registration File No. 33-64387 (the
"Second Registration Statement"), the Company registered an additional 150,000
shares of Common Stock reserved for issuance from time to time in connection
with the Plan. Since the date of the Second Registration Statement, the Company
has declared and paid two three-for-two stock dividends which have resulted in
787,500 shares of Common Stock being reserved for issuance under the Plan.
The Plan has again been amended and the number of shares of Common
Stock issuable thereunder has been increased to 1,100,000. Under this
Registration Statement, the Company is registering the additional 312,500 shares
of the Common Stock issuable under the Plan. The contents of the Initial
Registration Statement and the Second 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 Gibson, Dunn & Crutcher LLP
23.1 Consent of Arthur Andersen LLP
24.1 Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.1)
25.1 Power of Attorney (incorporated in the signature page to the
Registration Statement)
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant
certifies 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 El Segundo, State of California, on the 15th day of
September, 1999.
FARR COMPANY
By: /s/ Stephen E. Pegg
Stephen E. Pegg
Senior Vice President, Secretary
and Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints John C. Johnston and Stephen E. Pegg his
true and lawful attorneys-in-fact and agents, each acting alone, with full
powers of substitution and resubstitution, for him and in his name, place and
stead, 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, granting unto said attorneys-in-fact and
agents, each acting alone, full powers and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might, or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, each acting alone, or his substitute or substitutes may lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated below.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ John C. Johnston Director, President and Chief Executive September 15, 1999
- ------------------------- Officer (Principal Executive Officer)
John C. Johnston
/s/ Stephen E. Pegg Senior Vice President, Secretary and Chief September 15, 1999
- ------------------------- Financial Officer (Principal Financial
Stephen E. Pegg and Accounting Officer)
/s/ H. Jack Meany Chairman of the Board of Directors September 15, 1999
- -------------------------
H. Jack Meany
/s/ Robert G. Batinovich Director September 15, 1999
- -------------------------
Robert G. Batinovich
/s/ Richard P. Bermingham Director September 15, 1999
- -------------------------
Richard P. Bermingham
/s/ Denis R. Brown, Jr. Director September 15, 1999
- -------------------------
Denis R. Brown, Jr.
Director September __, 1999
- -------------------------
A. Frederick Gerstell
/s/ John J. Kimes Director September 15, 1999
- -------------------------
John J. Kimes
/s/ John A. Sullivan Director September 15, 1999
- -------------------------
John A. Sullivan
</TABLE>
<PAGE>
EXHIBIT 5.1
[LETTERHEAD OF GIBSON, DUNN & CRUTCHER LLP]
September 30, 1999
(310) 552-8500 C30565-00001
Farr Company
2201 Park Place
El Segundo, California 90245
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as special counsel to Farr Company, a Delaware
corporation (the "Company"), in connection with the preparation of a
Registration Statement on Form S-8 to be filed with the Securities and Exchange
Commission (the "Registration Statement") with respect to the registration under
the Securities Act of 1933, as amended (the "Act"), of 312,500 shares of Common
Stock, par value $.10 per share (the "Shares"), of the Company which have been
reserved for issuance from time to time pursuant to awards granted and to be
granted pursuant to The 1993 Stock Option Plan for Key Employees of Farr Company
(the "Plan").
We are familiar with the corporate actions taken and to be taken by
the Company in connection with the authorization, issuance and sale of the
Shares and have made such other legal and factual inquiries as we deem necessary
for the purpose of rendering this opinion.
We have examined, among other things, the Company's Certificate of
Incorporation and Bylaws, the Plan and related agreements, and records of
corporate proceedings and other actions taken and proposed to be taken by the
Company in connection with the authorization, issuance and sale of the Shares
pursuant to awards granted under the Plan. Based on the foregoing and in
reliance thereon, it is our opinion that the Shares, when issued pursuant to
awards granted and exercised in accordance with the provisions of the Plan and
related agreements, will be legally issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement. In giving this consent, we do not admit that we are
within the category of persons whose consent is required under Section 7 of the
Act or the General Rules and Regulations of the Commission.
Very truly yours,
/s/ GIBSON, DUNN & CRUTCHER LLP
<PAGE>
EXHIBIT 23.1
Consent of Independent Public Accountants
As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement on Form S-8 of our
report dated January 28, 1999, included or incorporated by reference in the Farr
Company Form 10-K for the year ended December 31, 1998 and to all references to
our Firm included in this Registration Statement.
/s/ ARTHUR ANDERSEN LLP
Los Angeles, California
September 30, 1999
