As filed with the Securities and Exchange Commission on April 17, 2000
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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FRANKLIN ELECTRIC CO., INC.
(Exact name of registrant as specified in its charter)
Indiana 35-0827455 35-0827455
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
400 East Spring Street
Bluffton, Indiana 46714
(Address of principal executive offices)
FRANKLIN ELECTRIC CO., INC.
NONEMPLOYEE DIRECTORS' DEFERRED COMPENSATION 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
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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
share, (including related Common 25,000 $66.75 $1,668,750 $440.55
Stock Purchase Rights)
Interests in the Plan (2) (2) (2) (2)
</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) In addition, pursuant to Rule 416 (c) under the Securities Act of
1933, this Registration Statement also covers an indeterminate
amount of interests to be offered or sold pursuant to the Franklin
Nonemployee Directors' Deferred Compensation Plan for which no
separate fee is required.
2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents which have been filed by Franklin
Electric Co., Inc. (the "Registrant") with the Securities and Exchange
Commission (the "Commission") are incorporated herein by reference:
(a) The Registrant's Annual Report on Form 10-K for the fiscal
year ended January 1, 2000;
(b) The description of the Registrant's Common Stock contained
in a registration statement filed with the Commission
pursuant to Section 12 of the Securities Exchange Act of
1934, and any amendment or report filed for the purpose of
updating such description; and
(c) The description of the Registrant's Common Stock Purchase
Rights and the Rights Agreement dated as of October 15,
1999, contained in the Registrant's Registration Statement
on Form 8-A filed with the Commission on October 18, 1999.
All documents subsequently filed by the Registrant and/or the
Franklin Electric Co., Inc. Nonemployee Directors' Deferred
Compensation Plan (the "Plan") pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934, prior to the filing
of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities then
remaining unsold, shall be deemed incorporated by reference herein and
to be a part hereof from the date 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.
The Indiana Business Corporation Law permits indemnification of
directors, employees and agents of corporations under certain
conditions and subject to certain limitations. Article VII of the By-
laws of the Registrant ("Article VII") provides that each person who
was or is a party to, or has been threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative, by reason of the
fact that he or she is or was a director or officer of the
3
corporation, or that he or she was serving at the request of the
corporation as a director or officer of another corporation,
partnership, joint venture, trust, employee benefit plan or other
enterprise, will be indemnified by the Registrant, to the fullest
extent authorized by the Indiana Business Corporation Law, as
currently in effect, against all expenses (including attorneys' fees),
judgments, fines, and amounts paid in settlement actually and
reasonably incurred by such person in connection with such action,
suit or proceeding provided that the individual's conduct was in good
faith, and the individual reasonably believed that in the case of
conduct in the individual's official capacity with the Registrant,
that such conduct was in its best interest and in all other cases,
that the individual's conduct was at least not opposed to its best
interest, and in the case of any criminal proceeding, the individual
either had reasonable cause to believe the individual's conduct was
lawful or had no reasonable cause to believe the individual's conduct
was unlawful. Article VII provides that the rights conferred thereby
are contract rights between the Registrant and each director or
officer serving in each such capacity, and any repeal or modification
of Article VII shall not affect any rights or obligations thereunder
with respect to any state of facts then or theretofore existing or any
claim, action, suit or proceeding theretofore or thereafter brought or
threatened based in whole or in part upon any such state of facts.
Article VII provides that the Registrant may, by action of the Board
of Directors, provide indemnification to its employees or agents of
the Registrant, to the same extent as the indemnification provided to
a director or officer of the Registrant.
The Registrant has insurance which, subject to certain policy
limits, deductible amounts and exclusions, insures directors and
officers of the Registrant for liabilities incurred as a result of
acts committed in their capacity as directors and officers or claims
made against them by reason of their status as directors or officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The exhibits filed herewith or incorporated by reference herein
are set forth in the Exhibit Index filed as part of this registration
statement.
ITEM 9. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
4
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the 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
percent change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in the
effective registration statement; and
(iii) 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 paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3 or Form S-8, and
the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the Registrant pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in the registration statement.
(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.
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 (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to 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
5
offered therein, and the offering of such securities at that time
shall be deemed to be the initial BONA FIDE offering thereof.
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 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 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 is against public policy as expressed in
the Act, and will be governed by the final adjudication of such issue.
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SIGNATURES
THE REGISTRANT. 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.
7
<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>
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THE PLAN. Pursuant to the requirements of the Securities Act of
1933, the Plan Administrator 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 April
14, 2000.
FRANKLIN ELECTRIC CO., INC.
NONEMPLOYEE DIRECTORS' DEFERRED
COMPENSATION PLAN
By: /s/ William H. Lawson
----------------------------------------
William H. Lawson
Member, Employee Benefits Committee
By: /s/ Gregg C. Sengstack
----------------------------------------
Gregg C. Sengstack
Member, Employee Benefits Committee
By: /s/ Gary D. Ward
----------------------------------------
Gary D. Ward
Member, Employee Benefits Committee
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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)
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EXHIBIT 5
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April 17, 2000
Franklin Electric Co., Inc.
400 E. Spring Street
Bluffton, Indiana 46714
RE: REGISTRATION ON FORM S-8 OF 25,000 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 25,000 shares of Common Stock to be offered and
sold pursuant to the terms of the Franklin Electric Co., Inc.
Nonemployee Directors' Deferred Compensation Plan (the "Plan"). The
Registration Statement also covers an indeterminate amount of
interests to be offered or sold pursuant to 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. Based upon the foregoing,
it is our opinion that those shares of the Common Stock that are
originally issued shares will be, when issued in accordance with the
terms of the Plan, 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
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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
