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As filed with the Securities and Exchange Commission on July 3, 1995
Registration No. 33-47712
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
_______________
THE GORMAN-RUPP COMPANY
(Exact name of registrant as specified in its charter)
OHIO 34-0253990
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
305 Bowman Street, Mansfield, Ohio 44903
(Address of principal executive offices, including zip code)
_______________
THE GORMAN-RUPP COMPANY EMPLOYEE STOCK PURCHASE PLAN
(Full Title of the Plan)
_______________
Robert E. Kirkendall, Corporate Secretary
The Gorman-Rupp Company
305 Bowman Street, Mansfield Ohio 44903
(Name and address of agent for service)
_______________
(419) 755-1011
(Telephone number, including area code, of agent for service)
================================================================================
AMENDING EXHIBIT 4(c) TO THE REGISTRATION STATEMENT
In accordance with Rule 416(a), the number of Common Shares registerd
hereunder may be increased from time to time to that number of Common Shares
resulting from a stock split, stock dividend or similar transaction applicable
to the currently registered number of Common Shares.
This Post-Effective Amendment shall become effective upon filing with the
Commission pursuant to Rule 464.
================================================================================
The Exhibit Index is Located at Page 4; Page 1 of 9 Pages.
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Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS
4(c) The Gorman-Rupp Company Employee Stock
Purchase Plan, as amended and restated as of
July 1, 1995.
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 Post-Effective
Amendment No. 1 to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Cleveland, State of
Ohio, on this 3rd day of July, 1995.
THE GORMAN-RUPP COMPANY
By: ANTHONY R. MOORE*
-------------------------
Anthony R. Moore,
Attorney-in-fact
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3
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to the Registration Statement has been signed by
the following persons in the capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
JAMES C. GORMAN* Chairman, Principal July 3, 1995
- --------------------------------------- Executive Officer
James C. Gorman and Director
KENNETH E. DUDLEY* Treasurer and July 3, 1995
- --------------------------------------- Principal Financial
Kenneth E. Dudley and Accounting
Officer
WILLIAM A. CALHOUN* Director July 3, 1995
- ---------------------------------------
William A. Calhoun
PETER B. LAKE* Director July 3, 1995
- ---------------------------------------
Peter B. Lake
Director
- ---------------------------------------
Burton Preston
JOHN A. WALTER* Director July 3, 1995
- ---------------------------------------
John A. Walter
JEFFREY S. GORMAN* Director July 3, 1995
- ---------------------------------------
Jeffrey S. Gorman
JAMES R. WATSON* Director July 3, 1995
- ---------------------------------------
James R. Watson
Director
- ---------------------------------------
Thomas E. Hoaglin
<FN>
*The undersigned, by signing his name hereto, does hereby sign
and execute this Post-Effective Amendment No. 1 to the Registration Statement
pursuant to Powers of Attorney executed by the Registrant and by the
above-named officers and Directors of the Registrant and filed with the
Securities and Exchange Commission on behalf of such Registrant, officers and
Directors.
July 3, 1995
By: /s/ ANTHONY R. MOORE
--------------------------
Anthony R. Moore,
Attorney-in-fact
</TABLE>
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4
EXHIBIT INDEX
<TABLE>
<CAPTION>
Pagination
by
sequential
Exhibit Exhibit numbering
Number Description system
------- ----------- -----------
<S> <C> <C>
4(c) The Gorman-Rupp Company Employee Stock Purchase Plan, as amended
and restated as of July 1, 1995
5
</TABLE>
<PAGE> 1
Exhibit 4(c)
------------
THE GORMAN-RUPP COMPANY
EMPLOYEE STOCK PURCHASE PLAN
AS AMENDED AND RESTATED AS OF JULY 1, 1995
------------------------------------------
1. PURPOSE. The purpose of the Plan is to promote employee loyalty
by encouraging employees of The Gorman-Rupp Company (the "Company") to
participate in stock ownership. To that end, the Plan is designed to provide a
convenient means through which employees of the Company and its designated
subsidiaries may own shares in the Company and a method by which the Company
may assist in achieving this objective.
2. TERM. The operation of the Plan shall commence on the date
fixed by the Company and shall continue from year to year, but it may be
modified or discontinued by the Company's Directors at any time.
3. ELIGIBILITY. All persons who are regular full-time employees of
the Company or of one of its designated subsidiaries and who are also 18 years
of age shall be eligible to participate in the Plan. Absence on approved leave
shall not be considered an interruption of employment for any purpose of the
Plan.
4. PARTICIPATION. An eligible employee may elect to participate in
the Plan at any time by executing and delivering a prescribed form to the
Company. Upon enrollment, a participating employee shall elect to contribute
from a minimum of $20 to a maximum of $500 per month of his compensation
through payroll deduction, commencing no later than approximately six weeks
after such election. The election is made by filing the appropriate payroll
deduction authorization form with the Company and the appropriate purchase
order form with the Administrator of the Plan. All payroll deductions shall be
paid into the Plan and administered for the account of the participating
employee as provided in the Plan. The election may be terminated or amended at
any time by the filing of supplemental payroll deduction and purchase order
forms. (An election to terminate payroll deductions does not, however,
automatically constitute a notice of the employee's intention to withdraw from
the Plan.) "Compensation" shall mean base earnings, including commissions,
before deductions, but excluding overtime, bonus or other payments.
5. COMPANY CONTRIBUTIONS. The Company (or one of its subsidiaries,
as the case may be) shall make a contribution to the Plan for the account of
each participating employee. The Company's contribution shall be made at
approximately the same
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time as the payroll deduction for a participating employee, and shall be equal
to a percentage of the contribution made by such participating employee through
his payroll deduction as follows:
<TABLE>
<CAPTION>
Length of Employee's Service Company's Contribution as a
With the Company or One of its Percentage of Employee
Subsidiaries Contribution
------------------------------ ---------------------------
<S> <C>
0-4 years 10%
5-9 years 15%
10 years and over 20%
</TABLE>
6. DIRECT CASH EMPLOYEE CONTRIBUTIONS. Any employee who is a
participant in the Plan may elect, from time to time by executing and
delivering the prescribed form on a monthly basis, to make direct cash
contributions to the Administrator of the Plan. All such contributions, which
shall be in amounts of not less than $20 nor more than $1,000, shall be
commingled with other funds paid into the Plan and administered for the account
of the participating employee as provided in the Plan. Neither the Company nor
any of its subsidiaries shall make a contribution to the Plan with respect to
any direct cash contributions made by a participating employee.
7. WITHHOLDING. All taxes subject to withholding payable with
respect to the amounts to be contributed to the Plan pursuant to Paragraph 5
will be deducted from the balance of the participant's salary on an annual
basis and will not reduce the amounts to be paid into the Plan.
8. ADMINISTRATOR. All contributions to the Plan, whether by a
participating employee through payroll deduction, by the Company or one of its
subsidiaries pursuant to Paragraph 5 or by a participating employee pursuant to
Paragraph 6, shall be paid monthly to the person, firm or corporation
designated by the Company as Administrator of the Plan. The Company shall
cause the Administrator to hold all funds received by it; and the Administrator
shall be under no obligation to pay interest on any funds held by it hereunder
at any time.
9. STOCK PURCHASES. Not later than 30 days after each payment to
the Administrator as provided above, the Company shall cause the Administrator
to apply the funds then in its custody to the purchase at prevailing market
prices of the number of the Company's Common Shares which can be purchased with
such funds. All purchases of shares as herein provided may be made in the name
of the Administrator or its nominee. The shares purchased with the funds
received by the Administrator under the Plan shall be credited pro rata to the
accounts of the participants of the Plan in accordance with their respective
interests in such funds.
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3
10. DIVIDENDS AND OTHER DISTRIBUTIONS. Cash dividends and other
cash distributions received by the Administrator on Common Shares held in its
custody shall be credited pro rata to the accounts of participating employees
in accordance with their interests in the Common Shares with respect to which
the dividends or distributions are paid or made and shall be applied, at the
close of each calendar quarter after receipt thereof by the Administrator, to
the purchase of additional Common Shares of the Company and such Common Shares
shall be credited to the accounts of the respective participating employees in
the manner provided in Paragraph 9; provided, however, any participating
employee may direct the Administrator to forward to him all such cash payments
made with respect to Common Shares in his account. Dividends paid in Common
Shares of the Company which are received by the Administrator with respect to
Common Shares held in its custody shall be allocated to the respective
participating employees in accordance with their interests in the Common Shares
with respect to which the stock dividends were paid.
11. DELIVERY. Certificates representing all or any portion of the
shares and all or any portion of the cash credited to the account of a
participating employee shall be delivered to such participant on request,
except that there shall be no delivery of a certificate representing fractional
shares. Upon request by a participating employee, the Administrator shall sell
any or all Common Shares credited to such participant's account and shall
deliver the proceeds of sale to the participant, after deduction of brokerage
commissions payable in connection with such sale.
12. SHAREHOLDER RIGHTS.
(a) Prior to the time when the Administrator of the Plan makes
delivery to a participating employee of certificates representing the Company's
Common Shares purchased for his account hereunder, such Common Shares may be
registered in the name of the Administrator or its nominee. Before each annual
or special meeting of its shareholders, the Company shall cause to be sent to
each participating employee as of the record date of such meeting a copy of the
proxy solicitation material therefor, together with a form requesting
confidential instructions to the Administrator on how to vote the Common Shares
allocated to such participant's account. Upon receipt of such instructions,
the Administrator shall vote the Common Shares as directed. Instructions
received by the Administrator shall be held in the strictest confidence and
shall not be divulged or released to any person, including officers or other
employees of the Company. To the extent a participating employee does not
direct the Administrator in whole or in part with respect to the exercise of
voting rights arising under the Common Shares allocated to his account, such
voting rights shall not be exercised by the Administrator. The preceding
sentence shall not, however, limit any reasonable attempt by the Administrator
to obtain voting instructions from a participating employee.
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4
(b) In the event that the Administrator determines that a tender
offer for the Company's Common Shares has commenced, the Administrator shall
cause to be sent to each participating employee who, on the effective date of
such offer or at any time during the effective period of such offer has Common
Shares allocated to his account, all pertinent information in respect of such
offer, including all the terms and conditions thereof, together with a form
prescribed by the Administrator pursuant to which each participating employee
may direct the Administrator to tender or sell pursuant to such offer all or
part of the Common Shares so allocated to his account. The Administrator shall
tender or sell only those Common Shares as to which valid and timely directions
to tender or sell are received and not validly and timely revoked; all other
Common Shares held under the Plan shall continue to be held by the
Administrator. If during the course of such offer, there shall arise any issue
on which participating employees who have directed the tender or sale of any of
their Common Shares are required or have an opportunity to alter their
circumstances (including, but not limited to, an opportunity to withdraw Common
Shares previously tendered and an opportunity to tender Common Shares in a
competing offer), the Administrator shall, in accordance with the foregoing
provisions and to the extent reasonably practicable, solicit the directions of
such participating employees with respect to each such issue and act in
response to such directions.
13. STATEMENT OF ACCOUNT. The Company shall cause the
Administrator to furnish quarterly statements to each participating employee
showing all transactions in his account during the prior quarter and the status
of the account at the end of the quarter.
14. COSTS. The Company shall pay all costs and expenses in
connection with the administration of the Plan, including all brokerage
commissions payable in connection with the purchase of shares hereunder; except
that the Company shall not pay brokerage commissions payable in connection with
reinvested dividends as provided in Paragraph 10 or brokerage commissions
payable in connection with sales of shares requested by a participant as
provided in Paragraph 11.
15. WITHDRAWAL FROM THE PLAN. A participant may withdraw from the
Plan by giving written notice to the Company or the Administrator. The
effective date of such withdrawal shall be one week after such notice is
received. Upon such withdrawal, the participant shall be entitled to receive
from the Administrator, as soon as practicable, (a) certificates for the number
of whole Common Shares of the Company credited to the account of such
participant, (b) the cash value of any fractional share credited to such
participant's account, and (c) any cash credited to the participant's account
which has not been invested by the Administrator.
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16. DEATH OR TERMINATION OF EMPLOYMENT. In the event of the death
of a participating employee or of the termination of his employment for any
other reason, he or his personal representatives shall be entitled to receive,
upon written request to the Company or the Administrator, effective one week
after such notice is received, certificates representing an amount of shares
and cash determined in the same manner and deliverable at the same time as if
he had withdrawn from the Plan by giving notice of his withdrawal.
17. AMENDMENT OR TERMINATION OF PLAN. The Directors of the
Company may at any time terminate the Plan or may make such amendment of the
Plan, effective as of the first day of any calendar month subsequent to taking
such action, as the Directors may deem proper and in the best interests of the
Company, in each case without the assent of any participating employee or
action by the Company's shareholders; provided, however, that no such amendment
shall deprive any participant of any Common Shares of the Company which he may
acquire or which may have been acquired for him through or as a result of the
Plan. In the event of any termination of the Plan, each participant shall be
entitled to receive certificates representing an amount of shares and cash
determined in the same manner and deliverable at the same time as if he had
withdrawn from the Plan by giving notice of his withdrawal effective as of the
effective termination date.
18. TRANSFERS. The interests of any participating employee under
the Plan may not be transferred by such participating employee other than by
will or the laws of descent and distribution and may not be encumbered in any
manner. The rights of any participating employee hereunder shall be
exercisable during such participant's lifetime only by such employee.
