As filed with the Securities and Exchange Commission on June 20, 1994
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under The Securities Act of 1933
Graco Inc.
(Exact name of registrant as specified in its charter)
Minnesota 41-0285640
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
4050 Olson Memorial Highway
Golden Valley, Minnesota 55422-5332
(Address of principal executive offices) (Zip Code)
Graco Inc.
Nonemployee Director Stock Plan
(Full title of the plan)
Robert M. Mattison, Esq.
Vice President
Graco Inc.
4050 Olson Memorial Highway
Golden Valley, Minnesota 55422
(Name and address of agent for service)
(612) 623-6000
(Telephone number, including area code, of agent for service)
Copy to:
J. Andrew Herring
Dorsey & Whitney
220 South Sixth Street
Minneapolis, Minnesota 55402
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of maximum maximum
securities Amount to offering aggregate Amount of
to be be price per offering registration
registered Registered share(1) price(1) fee
Common Stock
($1.00
par value) 100,000 shares $20.4375 $2,043,750 $704.75
(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c), based upon the average of the high and low
prices of the Common Stock as reported on the New York Stock Exchange on
June 13, 1994.
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PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which have been filed by Graco Inc. (the
"Company") with the Securities and Exchange Commission, are incorporated by
reference in this Registration Statement, as of their respective dates:
(a) the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1993;
(b) the Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended April 1, 1994; and
(c) the description of the Company's Common Stock, par value
$1.00 per share, contained in any registration statement or report filed
under the Securities Exchange Act of 1934, including any amendment or
report filed for the purpose of updating such description.
All documents the Company has filed pursuant to Sections 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended, subsequent to the
date hereof and prior to the filing of a post-effective amendment to this
Registration Statement which indicates that all securities offered hereby have
been sold or which deregisters all securities remaining unsold, shall be
deemed to be incorporated by reference herein and to be a part hereof from the
respective dates of filing of such documents.
Item 5. Interests of Named Experts and Counsel.
The validity of the Shares being registered hereby has been passed
upon for the Company by Robert M. Mattison, Vice President, General Counsel
and Secretary of Graco Inc., Minneapolis, Minnesota. Mr. Mattison is an
officer of the Company.
Item 6. Indemnification of Directors and Officers.
Section 302A.521 of the Minnesota Statutes requires, among other
things, the indemnification of persons made or threatened to be made a party
to a proceeding by reason of acts or omissions performed in their official
capacity as an officer, director, employee or agent of the corporation against
judgments, penalties and fines (including attorneys' fees) if such person is
not otherwise indemnified, acted in good faith, received no improper benefit,
believed that such conduct was in the best interests of the corporation, and,
in the case of criminal proceedings, had no reason to believe the conduct was
unlawful. In addition, Section 302A.521, subd. 3, requires payment by the
corporation, upon written request, of reasonable expenses in advance of final
disposition in certain instances. A decision as to required indemnification
is made by a disinterested majority of the Board of Directors present
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at a meeting at which a disinterested quorum is present, or by a designated
committee of the Board, by special legal counsel, by the shareholders or by a
court. The bylaws of the Company provide that the Company shall indemnify such
person, for such liabilities, in such manner, under such circumstances, and to
such extent as permitted by Section 302A.521, as now enacted or hereafter
amended. This indemnification may include indemnification for liabilities
arising under the Securities Act of 1933.
Item 8. Exhibits.
4.1 Restated Articles of Incorporation of Graco Inc.
(incorporated by reference to Exhibit 3.1 to the Company's
Annual Report on Form10-K for the fiscal year ended December
31, 1993)
5.1 Opinion of Robert M. Mattison, Vice President, General
Counsel and Secretary of Graco Inc., regarding legality
23.1 Consent of Deloitte & Touche, independent auditors
23.2 Consent of Robert M. Mattison, Vice President, General
Counsel and Secretary of Graco Inc. (included in Exhibit 5.1
above)
24.1 Power of Attorney
Item 9. Undertakings.
A. Post-Effective Amendments.
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;
(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;
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provided, however, that paragraphs (i) and (ii) above will 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 Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this 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. Subsequent Documents Incorporated by Reference.
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 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.
C. Claims for Indemnification.
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 other
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.
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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 Golden Valley, State of Minnesota on
the 20th day of June, 1994.
Graco Inc.
By /s/ Robert M. Mattison
Robert M. Mattison
Secretary
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.
/s/ David A. Koch Chairman and Chief Executive Officer
David A. Koch
/s/ Robert A. Wagner Vice President and Treasurer
Robert A. Wagner (principal financial officer)
/s/ James A. Graner Vice President and Controller
James A. Graner (principal accounting officer)
David A. Koch
George Aristides
Ronald O. Baukol
John W. Lacey
Joe R. Lee Directors
Lee R. Mitau
Richard D. McFarland
Dale R. Olseth
Gerard C. Planchon
Curtis B. Thompson
David A. Koch, by signing his name hereto, does hereby sign this document on
behalf of himself and each of the above named directors of the Registrant
pursuant to powers of attorney duly executed by such persons (set forth in
Exhibit 24.1 to this Registration Statement).
/s/ David A. Koch
David A. Koch
(For himself and as attorney-in-fact)
Dated: June 20, 1994
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EXHIBIT INDEX
Exhibit Page
4.1 Restated Articles of Incorporation of Graco Inc.
(incorporated by reference to Exhibit 3.1 to the
Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1993)
5.1 Opinion of Robert M. Mattison regarding legality 6
23.1 Consent of Deloitte & Touche, independent auditors 7
23.2 Consent of Robert M. Mattison (included in Exhibit 5.1) 6
24.1 Power of Attorney 8
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Exhibit 5.1
June 17, 1994
Graco Inc.
4050 Olson Memorial Highway
Golden Valley, Minnesota 55422-5332
Ladies and Gentlemen:
I am a member of the bar of the State of Minnesota and Vice
President, General Counsel and Secretary of Graco Inc. (the "Company").
Reference is made to the Registration Statement on Form S-8 that the
Company intends to file with the Securities and Exchange Commission
pursuant to the Securities Act of 1933, as amended, for the purpose of
registering 100,000 shares of Common Stock, $1.00 par value, of the
Company, to be issued to nonemployee directors pursuant to the Graco
Inc. Nonemployee Director Stock Plan (the "Plan"). I have examined such
documents and have reviewed such questions of law as I have considered
necessary and appropriate for the purposes of this opinion.
I am of the opinion that the shares of Common Stock to be issued
to nonemployee directors pursuant to the Plan, will, when issued, be
legally issued, fully paid and nonassessable, provided (i) the purchase
price of newly issued shares is at least equal to the par value of the
shares of Common Stock and (ii) the Registration Statement, as then
amended, shall remain effective under the Securities Act of 1933, as
amended.
I consent to the use of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Robert M. Mattison
Robert M. Mattison
Vice President, General Counsel
and Secretary
RMM/sp
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Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the Incorporation by reference in this Registration
Statement of Graco Inc. on Form S-8 of our report dated February 9,
1994, appearing in the Annual Report on Form 10-K of Graco Inc. for the
year ended December 31, 1993
/s/ Deloitte & Touche
Deloitte & Touche
Minneapolis, Minnesota
June 17, 1994
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Exhibit 24.1
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints David A. Koch his or her true
and lawful attorneys-in-fact and agent with full powers of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to execute a Registration Statement on Form S-8 to be
filed under the Securities Act of 1933 for the registration of 100,000 shares
of Common Stock of Graco Inc. under the Graco Inc. Nonemployee Director Stock
Plan and any and all post-effective amendments thereto, and to file such
registration statement, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, each acting alone, full power and
authority to do and perform to all intents and purposes as he or she might or
could do in person, hereby ratifying and confirming all that said attorneys-in-
fact and agents, each acting alone, or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
Dated: June 10, 1994
/s/ George Aristides /s/ Lee R. Mitau
George Aristides Lee R. Mitau
/s/ Ronald O. Baukol /s/ Dale R. Olseth
Ronald O. Baukol Dale R. Olseth
/s/ John W. Lacey /s/ Gerard C. Planchon
John W. Lacey Gerard C. Planchon
/s/ Curtis B. Thompson
Joe R. Lee Curtis B. Thompson
/s/ Richard D. McFarland
Richard D. McFarland
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