<PAGE> 1
As filed with the Securities and Exchange Commission on June 27, 1997
Registration No. 333-
------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------
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 NON-EMPLOYEE DIRECTORS' COMPENSATION 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)
----------
<PAGE> 2
2
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
============================================================================================================
Proposed maxi- Proposed maxi-
Title of securities to Amount to be mum offering price mum aggregate Amount of
be registered registered (1) per share offering price registration fee
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
COMMON SHARES,
WITHOUT PAR VALUE* 50,000 $18.25(2) $910,937.50(2) $276.04
- ------------------------------------------------------------------------------------------------------------
<FN>
(1) In accordance with Rule 416(a), the number of Common Shares being
registered 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.
(2) The registration fee has been calculated, and the offering price
estimated, in accordance with paragraphs (c) and (h) of Rule 457 upon the
basis of the average of the high and low sales prices of Common Shares as
reported on the American Stock Exchange on June 23, 1997, which was
$18.21875 per Common Share.
* The Common Shares to be registered are issued, but not outstanding shares,
held in the Company's treasury.
===========================================================================================================
</TABLE>
This Registration Statement shall become effective automatically upon
filing pursuant to Rule 462.
The Exhibit Index is located at Page 8.
<PAGE> 3
3
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
---------------------------------------
The following documents previously or concurrently filed by The
Gorman-Rupp Company (the "Company") with the Securities and Exchange Commission
are incorporated herein by reference: the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 1996; the Company's Quarterly Report on
Form 10-Q for the quarter ended March 31, 1997; and the description of the
Company's Common Shares contained in the registration statement filed under
Section 12 of the Securities Exchange Act of 1934, including any amendment or
report filed for the purpose of updating that description.
All documents subsequently filed by the Company 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
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated herein by reference and to be part hereof from the
date of filing of such documents.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
-----------------------------------------
Under certain conditions, Section 1701.13(E) of the Ohio Revised Code
authorizes the indemnification of directors and officers of an Ohio corporation
in defense of any civil, criminal, administrative or investigative proceeding.
Article IV of the Company's Regulations (incorporated by reference
herein from Exhibits (3)(4) of the Company's Annual Report on Form 10-K for the
year ended December 31, 1994), which provides for indemnification in terms
generally consistent with the statutory authority, is incorporated herein by
reference.
The Company has entered into an Indemnification Agreement (the
"Agreement") with each present Director and such officers of the Company and its
subsidiaries as have been designated by the Board of Directors. The effect of
the Agreement is to provide for mandatory indemnification of an officer or
Director of the Company, or of an individual who serves at the request of the
Company as an officer, director, trustee, employee or agent of another
corporation or entity, if the individual meets certain standards of conduct
required by the Agreement. The Agreement provides indemnification to an
individual who was or is a party to any threatened, pending or completed action,
suit or proceeding, including any action, suit or proceeding threatened or
instituted by or in the right of the Company. The Agreement also contemplates
indemnification in connection with administrative and investigative proceedings
as well as criminal and civil actions, suits or proceedings.
The Company also maintains insurance covering certain liability of the
Directors and officers of the Company and its subsidiaries.
<PAGE> 4
4
ITEM 8. EXHIBITS
--------
4(a) The Company's Amended Articles of Incorporation, as amended
(incorporated herein by this reference from Exhibits (3)(4) of
the Company's Annual Report on Form 10-K for the year ended
December 31, 1994) (File No. 1-6747)
4(b) The Company's Regulations (incorporated herein by this
reference from Exhibits (3)(4) of the Company's Annual Report
on Form 10-K for the year ended December 31, 1994) (File No.
1-6747)
4(c) The Gorman-Rupp Company Non-Employee Directors' Compensation
Plan
23 Consent of Ernst & Young LLP
24(a) Certified Resolutions of the Company's Board of Directors
24(b) Power of Attorney of the Company
24(c) Power of Attorney of Directors and Officers
ITEM 9. UNDERTAKINGS
------------
A. 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: (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 the 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% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the effective
registration statement; (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 information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed 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.
<PAGE> 5
5
(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.
B. 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 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 offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
H. The undersigned Registrant hereby undertakes that, 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 Securities and Exchange 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 by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
<PAGE> 6
6
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 Mansfield, State of Ohio, on this 26th day of
June, 1997.
THE GORMAN-RUPP COMPANY
By: *ROBERT E. KIRKENDALL
--------------------------
Robert E. Kirkendall,
Attorney-in-Fact
<PAGE> 7
7
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.
Signature Title Date
--------- ----- ----
*JOHN A. WALTER President, Principal June 26, 1997
- ------------------------- Executive Officer
John A. Walter and Director
*KENNETH E. DUDLEY Treasurer and Principal June 26, 1997
- ------------------------- Financial and
Kenneth E. Dudley Accounting Officer
*JAMES C. GORMAN Director June 26, 1997
- -------------------------
James C. Gorman
*WILLIAM A. CALHOUN Director June 26, 1997
- -------------------------
William A. Calhoun
*JEFFREY S. GORMAN Director June 26, 1997
- -------------------------
Jeffrey S. Gorman
*THOMAS E. HOAGLIN Director June 26, 1997
- -------------------------
Thomas E. Hoaglin
Director
- -------------------------
Peter B. Lake
*JAMES R. WATSON Director June 26, 1997
- -------------------------
James R. Watson
*The undersigned, by signing his name hereto, does sign and
execute this 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.
June 26, 1997
By: /s/ROBERT E. KIRKENDALL
--------------------------
Robert E. Kirkendall,
Attorney-in-Fact
<PAGE> 8
8
EXHIBIT INDEX
Exhibit Exhibit Page
Number Description Number
- ------ ----------- ------
4(a) The Company's Amended Articles of Incorporation, as
amended (incorporated herein by this reference from
Exhibits (3)(4) of the Company's Annual Report on Form
10-K for the year ended December 31, 1994)
(File No. 1-6747) N/A
4(b) The Company's Regulations (incorporated herein by this
reference from Exhibits (3)(4) of the Company's Annual
Report on Form 10-K for the year ended
December 31, 1994) (File No. 1-6747) N/A
4(c) The Gorman-Rupp Company Non-Employee Directors'
Compensation Plan 9
23 Consent of Ernst & Young LLP 11
24(a) Certified Resolutions of the Company's Board
of Directors 12
24(b) Power of Attorney of the Company 17
24(c) Power of Attorney of Directors and Officers 18
<PAGE> 1
Exhibit 4(c)
------------
THE GORMAN-RUPP COMPANY
NON-EMPLOYEE DIRECTORS'
COMPENSATION PLAN
------------------------
1. PURPOSE
The purpose of The Gorman-Rupp Company Non-Employee Directors'
Compensation Plan (the "Plan") is to promote the interests of The Gorman-Rupp
Company (the "Company") and its shareholders by attracting and retaining
Non-Employee Directors capable of furthering the future success of the Company
and by aligning their economic interests more closely with those of the
Company's shareholders. "Non-Employee Director" means a member of the Board of
Directors of the Company (the "Board") who is not employed by the Company or any
of its subsidiaries.
2. EFFECTIVE DATE, TERM AND ADMINISTRATION OF THE PLAN
The effective date of the Plan is May 22, 1997 (the "Effective Date").
The term during which Common Shares, without par value, of the Company
("Common Shares") may be awarded under the Plan shall expire on May 21, 2007,
unless earlier terminated by action of the Board.
The Plan will be administered by the Board.
3. COMMON SHARES AVAILABLE FOR AWARDS
The number of Common Shares which may be awarded to Non-Employee
Directors shall not exceed 50,000 Common Shares in the aggregate. The Company
will file a registration statement on Form S-8 covering 50,000 Common Shares
available for award to Non-Employee Directors.
4. AWARDS OF COMMON SHARES
As compensation for regular services to be performed as a Non-Employee
Director, an automatic award of 500 Common Shares will be made on each July 1 to
each Non-Employee Director then serving on the Board (or as of the date of
initial election, as the case may be), commencing after the Effective Date. In
addition, each Non-Employee Director will receive $1,000 per Board meeting
attended from the date of election to the expiration of his or her term of
office. No Common Shares awarded under the Plan shall be subject to forfeiture
upon the termination of a Non-Employee Director's service prior to completion of
his or her term.
<PAGE> 2
Common Shares awarded under the Plan shall be treasury shares. The
obligation of the Company to deliver Common Shares shall be subject to all
applicable laws, rules and regulations, and to such approvals by governmental
agencies as may be deemed necessary or advisable by the Company. In particular,
upon advice from counsel for the Company, the Company shall take such steps as
deemed necessary or advisable to comply with all requirements of the relevant
securities laws, including the placement of a "restricted securities" legend on
certificates representing Common Shares and the application of a one-year
holding period to Common Shares awarded. In addition, the Non-Employee Directors
shall remain subject to the following requirements: (i) Common Shares received
can only be sold in brokers' transactions and in accordance with the standard
volume limitations of Rule 144 of the Securities Act of 1933, and (ii) Common
Shares cannot be sold in violation of the insider trading rules and policies of
the American Stock Exchange.
5. ADJUSTMENTS
The number and kind of Common Shares which will be awarded to each
Non-Employee Director under Section 4 of the Plan will be automatically adjusted
to prevent dilution or enlargement of the rights of Non-Employee Directors in
the event of any changes in the number or kind of outstanding Common Shares
resulting from a merger, recapitalization, stock exchange, stock split, stock
dividend, other extraordinary dividend or distribution, corporate division or
other change in the Company's corporate or capital structure; provided, however,
that no such adjustment will be made if the adjustment would cause the Plan to
fail to comply with an exemption pursuant to Section 16 of the Securities
Exchange Act of 1934 (the "1934 Act").
6. AMENDMENT, SUSPENSION AND TERMINATION
The Board may at any time amend, suspend or terminate the Plan.
7. COMPLIANCE WITH RULE 16b-3
The Company intends that the Plan and all transactions hereunder meet
or will meet all of the requirements of Rule 16b-3 under the 1934 Act.
8. RETENTION OF POWERS
Nothing contained in the Plan shall prevent the Board from exercising
those powers granted to it by law, the Company's Amended Articles of
Incorporation, as amended, the Company's Code of Regulations, or otherwise to
set the compensation of directors from time to time.
9. GOVERNING LAW
The Plan shall be construed in accordance with and governed by the
laws of the State of Ohio and applicable Federal laws.
2
<PAGE> 1
Exhibit 23
----------
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to The Gorman-Rupp Company Non-Employee Directors'
Compensation Plan of our report dated January 31, 1997, with respect to the
consolidated financial statements of The Gorman-Rupp Company incorporated by
reference in its Annual Report (Form 10-K) for the year ended December 31,
1996, filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
Cleveland, Ohio
June 25, 1997
<PAGE> 1
Exhibit 24(a)
-------------
THE GORMAN-RUPP COMPANY
Secretary's Certificate
-----------------------
The undersigned, Robert E. Kirkendall, hereby certifies (i)
that he is the duly elected, qualified and acting Corporate Secretary of The
Gorman-Rupp Company; and (ii) that attached hereto as Exhibit A is a true and
correct copy of certain resolutions duly adopted by the Company's Board of
Directors at a duly noticed and called meeting held on May 22, 1997 at which a
quorum was present and acting throughout, which resolutions have not been
amended, rescinded or modified and are in full force and effect on the date
hereof.
IN WITNESS WHEREOF, I have hereunto signed this Secretary's
Certificate this 26th day of June, 1997.
/s/ROBERT E. KIRKENDALL
------------------------
Robert E. Kirkendall,
Corporate Secretary
11
<PAGE> 2
EXHIBIT A
---------
THE GORMAN-RUPP COMPANY
Resolutions Adopted by the Board of Directors
at a Meeting Held on May 22, 1997
---------------------------------------------
RESOLVED, that the proposed policy for non-employee Director
compensation (the "Policy") (a copy of which has been presented to, and hereby
is ordered to be annexed to the minutes of, this meeting), which relates to the
payment to non-employee Directors of the Company of Common Shares and cash,
together with the transactions and other matters and acts on the part of the
Company contemplated thereby, hereby are each authorized and approved.
FURTHER RESOLVED, that the Company utilize 50,000 Common
Shares held in its treasury to fund the feature of the Policy that pertains to
the payment of Common Shares.
FURTHER RESOLVED, that the executive officers of the Company,
and each of them, hereby are authorized, for and on behalf of the Company, to
prepare and cause to be prepared, a form of "employee benefit plan" that
reflects the Policy for use, as counsel to the Company may advise, for the
purpose of exempting the Policy under Rule 16b-3 from the short-swing liability
provisions contained in Section 16(b) of the Securities Exchange Act of 1934.
FURTHER RESOLVED, that the executive officers of the Company,
and each of them, hereby are authorized, for and on behalf of the Company, to
prepare and cause to be prepared, executed and filed with the Securities and
Exchange Commission under the Securities Act of 1933, as amended, one or more
registration statements on Form S-8 (or such other form as counsel to the
Company may advise as appropriate) for the purpose of registering 50,000 of the
Company's Common Shares held in its treasury to fund payments of Common Shares
under the Policy, and to make such changes therein as they may deem necessary or
advisable, and to do or cause to be done all things necessary or advisable in
order to effect the registration under such Act of the Company's Common Shares,
and to take any and all action deemed necessary or advisable by such officers to
continue such registration statements in effect, including the filing of one or
more post-effective amendments thereto.
FURTHER RESOLVED, that the executive officers of the Company,
and each of them, hereby are authorized, for and on behalf of the Company, to
take or cause to be taken any and all actions that they may deem necessary or
advisable in order to effect the registration, qualification or exemption of the
foregoing 50,000 Common Shares to be offered under the securities or Blue Sky
laws of any jurisdiction of the United States of America, or Canada; and
<PAGE> 3
2
in connection therewith, to execute, acknowledge, verify, deliver, file and
publish all such applications, reports, covenants, resolutions and other papers
and instruments as may be required under such laws, and to take any and all
further action which they may deem necessary or advisable in order to maintain
any such registration, qualification or exemption for as long as they may deem
to be in the best interests of the Company.
FURTHER RESOLVED, that John A. Walter, Jeffrey S. Gorman,
Robert E. Kirkendall and Anthony R. Moore, and each of them, hereby are
appointed as attorneys for the Company, with full power of substitution and
resubstitution, for and in the name, place and stead of the Company, to sign and
file the aforesaid registration statements and any and all supplements,
amendments (including post-effective amendments), exhibits and consents thereto,
and any and all applications and other documents to be filed with the Securities
and Exchange Commission pertaining to such registration statements or the
securities covered thereby; and to sign and file any and all applications,
reports, covenants, resolutions and other papers and instruments in order to
effect the foregoing registration, qualification or exemption under the
securities or Blue Sky laws of any jurisdiction of the United States of America,
or Canada, with full power and authority to do and perform any and all acts and
things whatsoever necessary or advisable to be done in the premises, and each
such act by each such attorney hereby is ratified and approved.
FURTHER RESOLVED, that the executive officers of the Company,
and each of them, hereby are authorized, for and on behalf of the Company, to
execute a Power of Attorney evidencing the foregoing appointment.
FURTHER RESOLVED, that the executive officers of the Company,
and each of them, hereby are authorized, for and on behalf of the Company, to
take any and all action that they may deem necessary or advisable in order to
register the Company as a dealer or broker in any jurisdiction wherein such
registration is necessary or advisable in order to permit sales of the Company's
Common Shares as contemplated herein; and in connection therewith, to execute,
acknowledge, verify, deliver, file and publish all applications, reports,
covenants, resolutions and other papers and instruments as may be necessary or
advisable under the securities or other laws of such jurisdictions, and take any
and all further action which they may deem necessary or advisable in order to
maintain any such registration for as long as they may deem to be in the best
interests of the Company.
FURTHER RESOLVED, that if any jurisdiction in which any of the
foregoing applications, reports or other documents are filed prescribes a form
of resolution or resolutions to be adopted by the Directors of the Company, such
form of resolution or resolutions shall be deemed to have been and hereby is
adopted, and the Secretary of, or any attorney appointed for, the Company hereby
is authorized and directed to certify the adoption of all such resolutions as
though such resolutions were adopted hereby, and all such resolutions hereby are
ordered to be annexed to the minutes of this meeting.
FURTHER RESOLVED, that the executive officers of the Company,
and each of them, hereby are directed, for and on behalf of the Company, to
inform the Company's Transfer Agent and Registrar of the contemplated
registration of 50,000 of the Company's Common Shares held in its treasury and
to instruct the Transfer Agent and Registrar, upon advice of
<PAGE> 4
3
counsel to the Company, as to the placement and removal of legends on
certificates representing the Common Shares to be issued to the Directors under
the Policy.
FURTHER RESOLVED, that the executive officers of the Company,
and each of them, hereby are authorized and directed, for and on behalf of the
Company, to execute and deliver all such documents and instruments and take all
such actions as the officer or officers so acting may approve as being necessary
or advisable to accomplish the purposes of any of the foregoing resolutions or
otherwise to consummate any of the transactions or other acts contemplated
thereby or incident thereto, and the execution and delivery of any such document
or instrument or taking of any such action by them, or any of them, shall be
conclusive evidence of the approval of the officer or officers so acting and of
their authority so to act.
<PAGE> 5
Annex I
-------
Date: May 22, 1997
Re: Summary of Proposed Policy for Director Compensation
----------------------------------------------------
1. 500 Common Shares will be issued (in a single lot)
on July 1 each year during the term of office to each non-employee Director for
the year served or portion of the year served. In addition, non-employee
Directors will receive $1,000 per Board meeting attended. The Board will have
the authority (i) to make periodic changes or adjustments to the number of
Common Shares granted and amount of cash paid to the non-employee Directors, and
(ii) to terminate this policy.
2. A registration statement on Form S-8 will be filed
with the SEC covering the Common Shares to be issued to the non-employee
Directors. A total of 50,000 Common Shares held in the Company's treasury will
be registered.
3. The Common Shares received by the non-employee
Directors will not be additionally registered for re-sale purposes. As a
consequence, the share certificates will be legended as "restricted securities"
and the Directors will be subject to a one-year "holding period" in order to
sell the Common Shares. In addition, the Directors will remain subject to the
following requirements:
(i) The Common Shares received can only be sold in
brokers' transactions and in accordance with the standard
volume limitations (Rule 144) because the Directors are
affiliates of the Company.
(ii) The Common Shares cannot be sold in violation of
the insider trading rules or the AMEX policies.
4. Because this policy will be incorporated into an
"employee benefit plan" in accordance with Rule 16(b)-3, the receipt of Common
Shares will be exempt from the short-swing liability provisions of Section 16(b)
of the Securities Exchange Act of 1934. As such, the receipt of Common Shares
will not be deemed a "purchase;" however, the receipt of Common Shares must
still be reported on a Form 3, 4 or 5 as appropriate. Irrespective of the
exemption, the requirements in 3(i) and (ii) above and the "holding period" will
still apply to any proposed sale of the Common Shares.
<PAGE> 1
Exhibit 24(b)
-------------
POWER OF ATTORNEY
-----------------
The undersigned, The Gorman-Rupp Company, an Ohio corporation
(the "Company"), by the undersigned officer of the Company hereunto duly
authorized, hereby appoints John A. Walter, Jeffrey S. Gorman, Robert E.
Kirkendall and Anthony R. Moore, and each of them, as attorneys for the Company,
with full power of substitution and resubstitution, for and in its name, place
and stead, to sign and file with the Securities and Exchange Commission under
the Securities Act of 1933, as amended, one or more Registration Statements on
Form S-8 (or such other form as counsel to the Company may advise as
appropriate) for the purpose of registering the Common Shares of the Company,
and any and all supplements, amendments (including post-effective amendments),
exhibits and consents to any such Registration Statements, and any and all
applications or other documents to be filed with the Securities and Exchange
Commission pertaining to such Registration Statements or the securities covered
thereby, and to take any and all other action that any of them may deem
necessary or advisable in order to effect the registration, qualification or
exemption of the Common Shares of the Company to be offered under the securities
or Blue Sky laws of any jurisdiction of the United States of America or Canada,
with full power and authority to do and perform any and all acts whatsoever
necessary or advisable.
Executed this 26th day of June, 1997.
THE GORMAN-RUPP COMPANY
By /s/ ROBERT E. KIRKENDALL
-----------------------------
Robert E. Kirkendall,
Corporate Secretary
<PAGE> 1
Exhibit 24(c)
-------------
POWER OF ATTORNEY
-----------------
The undersigned Directors and officers of The Gorman-Rupp
Company (the "Company") hereby appoint John A. Walter, Jeffrey S. Gorman, Robert
E. Kirkendall and Anthony R. Moore, and each of them, as attorneys for the
undersigned and for each of them, with full power of substitution and
resubstitution, for and in the name, place and stead of each of the undersigned,
to sign and file with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, one or more Registration Statements on Form
S-8 (or such other form as counsel to the Company may advise as appropriate) for
the purpose of registering the Common Shares of the Company, and any and all
supplements, amendments (including post-effective amendments), exhibits and
consents to any such Registration Statements, and any and all applications or
other documents to be filed with the Securities and Exchange Commission
pertaining to such Registration Statements or the securities covered thereby,
and to take any and all other action that any of them may deem necessary or
advisable in order to effect the registration, qualification or exemption of the
Common Shares of the Company to be offered under the securities or Blue Sky laws
of any jurisdiction of the United States of America or Canada, with full power
and authority to do and perform any and all acts whatsoever necessary or
advisable.
<PAGE> 2
2
Executed this 26th day of June, 1997.
/s/ JOHN A. WALTER President, Principal Executive
- ----------------------------- Officer and Director
John A. Walter
/s/ KENNETH E. DUDLEY Treasurer and Principal
- ----------------------------- Financial and Accounting
Kenneth E. Dudley Officer
/s/ JAMES C. GORMAN Director
- -----------------------------
James C. Gorman
/s/ WILLIAM A. CALHOUN Director
- -----------------------------
William A. Calhoun
/s/ JEFFREY S. GORMAN Director
- -----------------------------
Jeffrey S. Gorman
/s/ THOMAS E. HOAGLIN Director
- -----------------------------
Thomas E. Hoaglin
Director
- -----------------------------
Peter B. Lake, Ph.D.
/s/ JAMES R. WATSON Director
- -----------------------------
James R. Watson
