As filed with the Securities and Exchange Commission on April 17, 2000
Registration No. 333-_____
======================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
FRANKLIN ELECTRIC CO., INC.
(Exact name of registrant as specified in its charter)
Indiana 35-0827455
(State or other jurisdiction (I.R.S. Employer
ofincorporation or organization) Identification No.)
400 East Spring Street
Bluffton, Indiana 46714
(Address of principal executive offices)
FRANKLIN ELECTRIC CO., INC. AMENDED AND RESTATED
1996 NONEMPLOYEE DIRECTOR STOCK OPTION PLAN
(Full title of the plan)
Gregg C. Sengstack
Vice President, Chief Financial Officer
Franklin Electric Co., Inc.
400 East Spring Street
Bluffton, Indiana 46714
(Name and address of agent for service)
(219) 824-2900
(Telephone number, including area code, of agent for service)
With a copy to:
Robert J. Regan
Schiff Hardin & Waite
6600 Sears Tower
Chicago, Illinois 60606-6473
(312) 258-5606
--------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED
MAXIMUM PROPOSED
AMOUNT OFFERING MAXIMUM AMOUNT OF
TITLE OF SECURITIES TO BE TO BE PRICE PER AGGREGATE REGISTRATION
REGISTERED REGISTERED SHARE(1) OFFERING PRICE(1) FEE
<S> <C> <C> <C> <C>
Common Stock, par value $.10 per 210,000 $66.75 $14,017,500 $3,700.62
share, (including related Common
Stock Purchase Rights)
</TABLE>
(1) Estimated solely for the purpose of calculating the registration
fee pursuant to Rule 457(h) under the Securities Act of 1933, as
amended, based on the average of the high and low sales prices of
the Common Stock reported on the National Association of
Securities Dealers Automated Quotation System on April 11, 2000.
2
STATEMENT PURSUANT TO
GENERAL INSTRUCTION E OF FORM S-8
"REGISTRATION OF ADDITIONAL SECURITIES"
The contents of the Registration Statement on Form S-8 (File No.
333-01957), filed by the Registrant with the Securities and Exchange
Commission on March 26, 1996, registering shares of its Common Stock,
par value $0.10 per share, issuable pursuant to the Franklin Electric
Co., Inc. 1996 Nonemployee Director Stock Option Plan, are 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 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 Bluffton, State
of Indiana on this 14th day of April, 2000.
FRANKLIN ELECTRIC CO., INC.
By: /s/ William H. Lawson
-------------------------
William H. Lawson
Chairman of the Board and
Chief Executive Officer
Each person whose signature appears below appoints each of
William H. Lawson and Gregg C. Sengstack as such person's true and
lawful attorney to execute in the name of each such person, and to
file, any amendments to this registration statement that such attorney
deems necessary or desirable to enable the Registrant to comply with
the Securities Act of 1933, and any rules, regulations, and
requirements of the Commission with respect thereto, in connection
with the registration of the shares of Common Stock (and the related
Stock Purchase Rights attached thereto) that are subject to this
registration statement, which amendments may make such changes in such
registration statement as the above-named attorneys deem appropriate,
and to comply with the undertakings of the Registrant made in
connection with this registration statement, and each of the
undersigned hereby ratifies all that said attorneys will 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 the
capacities and on the date indicated.
3
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ William H. Lawson Chairman of the Board and April 14, 2000
--------------------- Chief Executive Officer
William H. Lawson (Principal Executive Officer)
/s/ John B. Lindsay Vice Chairman of April 14, 2000
--------------------- the Board and Director
John B. Lindsay
/s/ Gregg C. Sengstack Vice President and Chief April 14, 2000
---------------------- Financial Officer (Principal
Gregg C. Sengstack Financial and Accounting Officer)
/s/ Jerome D. Brady Director April 14, 2000
----------------------
Jerome D. Brady
/s/ Robert H. Little Director April 14, 2000
----------------------
Robert H. Little
/s/ Patricia Schaefer Director April 14, 2000
----------------------
Patricia Schaefer
/s/ Donald J. Schneider Director April 14, 2000
----------------------
Donald J. Schneider
/s/ R. Scott Trumbull Director April 14, 2000
----------------------
R. Scott Trumbull
/s/ Juris Vikmanis Director April 14, 2000
----------------------
Juris Vikmanis
/s/ Howard B. Witt Director April 14, 2000
----------------------
Howard B. Witt
</TABLE>
4
EXHIBIT INDEX
Exhibit
Number Exhibit
------- -------
4.1 Amended and Restated Articles of Incorporation of
Franklin Electric Co., Inc. (incorporated herein by
reference to the Company's Form 10-Q for the quarter
ended April 3, 1999)
4.2 By-laws of Franklin Electric Co., Inc. as amended to
date (incorporated herein by reference to the Company's
Form 10-Q for the quarter ended April 3, 1999)
4.3 Rights Agreement dated as of October 15, 1999 between
Franklin Electric Co., Inc. and Illinois Stock Transfer
Company (incorporated herein by reference to the
Company's registration statement on Form 8-A dated
October 15, 1999)
5 Opinion of Schiff Hardin & Waite
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Schiff Hardin & Waite (contained in its
opinion filed herein as Exhibit 5)
24 Powers of Attorney (as set forth on the signature
pages hereto)
5
EXHIBIT 5
---------
April 17, 2000
Franklin Electric Co., Inc.
400 E. Spring Street
Bluffton, Indiana 46714
RE: REGISTRATION ON FORM S-8 OF 210,000 SHARES OF COMMON STOCK,
$0.10 PAR VALUE PER SHARE, AND THE RELATED COMMON STOCK
PURCHASE RIGHTS ("COMMON STOCK")
-----------------------------------------------------------
Ladies and Gentlemen:
We have acted as counsel to Franklin Electric Co., Inc., an
Indiana corporation (the "Company"), in connection with the Company's
filing of a Registration Statement on Form S-8 (the "Registration
Statement") covering 210,000 shares of Common Stock to be offered and
sold pursuant to the terms of the Franklin Electric Co., Inc. Amended
and Restated 1996 Nonemployee Director Stock Option Plan (the "Plan").
In this connection, we have considered such questions of law
and have examined such documents as we have deemed necessary to enable
us to render the opinions contained herein. We have also assumed that
the Plan will have been approved by the shareholders of the Company,
as required under the terms and conditions of the Plan, prior to the
exercise of any options granted under the Plan. Based upon the
foregoing, it is our opinion that those shares of the Common Stock
that are originally issued shares, when issued upon the exercise of an
option granted under the Plan and subject to the terms and conditions
thereof, will be legally issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement.
Very truly yours,
SCHIFF HARDIN & WAITE
By: /s/ Robert J. Regan
---------------------------
Robert J. Regan
RJR:dpm
EXHIBIT 23.2
------------
INDEPENDENT AUDITORS' CONSENT
-----------------------------
We consent to the incorporation by reference in this Registration
Statement of Franklin Electric Co., Inc. on Form S-8 of our report
dated January 28, 2000, appearing in the Annual Report on Form 10-K of
Franklin Electric Co., Inc. for the year ended January 1, 2000.
/s/ Deloitte & Touche
---------------------
Deloitte & Touche
Chicago, Illinois
April 17, 2000
