<PAGE> 1
As filed with the Securities and Exchange Commission on August 6, 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 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)
----------
<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* 200,000 $19.75(2) $3,925,000(2) $1,189.39
- ---------------------------------------------------------------------------------------------------------
<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. In addition, pursuant to Rule 416(c), this Registration Statement
also covers an indeterminate amount of interests to be offered or sold
pursuant to the employee benefit plan described herein.
(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 August 4, 1997, which was
$19.625 per Common Share.
* It is not presently anticipated that either treasury shares or original
issue shares of the Company will be issued under the Employee Stock
Purchase Plan, and therefore no such shares are hereby registered. This
number of shares represents the estimated maximum number of presently
outstanding Common Shares that could be purchased under the Plan with the
employee and Company contributions during the period from August 6, 1997
through December 31, 2002, based upon the closing price of Common Shares
of $19.75 on the American Stock Exchange on August 4, 1997.
=========================================================================================================
</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 Reports on
Form 10-Q for the quarters ended March 31 and June 30, 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.
<PAGE> 4
4
The Company also maintains insurance covering certain liability of the
Directors and officers of the Company and its subsidiaries.
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 Employee Stock Purchase Plan, as
amended and restated as of July 1, 1995
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
<PAGE> 5
5
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.
(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 6th day of August,
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 August 6, 1997
- ------------------------ Executive Officer
John A. Walter and Director
*KENNETH E. DUDLEY Treasurer and Principal August 6, 1997
- ------------------------ Financial and
Kenneth E. Dudley Accounting Officer
*JAMES C. GORMAN Director August 6, 1997
- ------------------------
James C. Gorman
*WILLIAM A. CALHOUN Director August 6, 1997
- ------------------------
William A. Calhoun
*JEFFREY S. GORMAN Director August 6, 1997
- ------------------------
Jeffrey S. Gorman
*THOMAS E. HOAGLIN Director August 6, 1997
- ------------------------
Thomas E. Hoaglin
*PETER B. LAKE Director August 6, 1997
- ------------------------
Peter B. Lake, Ph.D.
*JAMES R. WATSON Director August 6, 1997
- ------------------------
James R. Watson
*The undersigned, by signing his name hereto, does hereby 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.
August 6, 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 Employee Stock Purchase
Plan, as amended and restated as of July 1, 1995 9
23 Consent of Ernst & Young LLP 14
24(a) Certified Resolutions of the Company's Board
of Directors 15
24(b) Power of Attorney of the Company 18
24(c) Power of Attorney of Directors and Officers 19
<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 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:
<PAGE> 2
2
Length of Employee's Service Company's Contribution as a
With the Company or One of its Percentage of Employee
Subsidiaries Contribution
- ------------------------------ ---------------------------
0-4 years 10%
5-9 years 15%
10 years and over 20%
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.
<PAGE> 3
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.
<PAGE> 4
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.
<PAGE> 5
5
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.
<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 Employee Stock Purchase 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
August 4, 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 July 24, 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 6th day of August, 1997.
/s/ ROBERT E. KIRKENDALL
------------------------
Robert E. Kirkendall,
Corporate Secretary
<PAGE> 2
EXHIBIT A
---------
THE GORMAN-RUPP COMPANY
Resolutions Adopted by the Board of Directors
at a Meeting Held on July 24, 1997
------------------------------------------------
RESOLVED, that the executive officers of the Company, and each
of them, hereby are authorized, for and on behalf of the Company, to prepare or
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 participations
in the Company's Employee Stock Purchase Plan and the Company's Common Shares
underlying those participations, and to make such changes therein as they 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
participations to be offered by the Company in the Employee Stock Purchase Plan
and the Common Shares of the Company underlying such participations, 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
part or all of the participations in the Company's Employee Stock Purchase Plan,
and the Company's Common Shares underlying such participations, to be offered
under the securities or Blue Sky laws of any jurisdiction of the United States
of America, or Canada; and 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
<PAGE> 3
2
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 for the purpose of offering therein
participations in the Company's Employee Stock Purchase Plan and the Company's
Common Shares underlying such participations; 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 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> 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 participations in the Company's
Employee Stock Purchase Plan and the Company's Common Shares underlying such
participations, 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 part or all of the participations in the Company's
Employee Stock Purchase Plan, and the Company's Common Shares underlying such
participations, 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 24th day of July, 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 participations in the Company's Employee Stock
Purchase Plan and the Company's Common Shares underlying such participations,
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 part or all of the participations in the Company's Employee Stock
Purchase Plan, and the Company's Common Shares underlying such participations,
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 24th day of July, 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
/s/ PETER B. LAKE Director
- ------------------------------
Peter B. Lake, Ph.D.
/s/ JAMES R. WATSON Director
- ------------------------------
James R. Watson
