As filed with the Securities and
Exchange Commission on May 10, 1996 Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under The Securities Act of 1933
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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 Option Plan
(Full title of the plan)
CT Corporation System Inc.
405 Second Avenue South
Minneapolis, Minnesota 55401
(Name and address of agent for service)
(612) 333-4315
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price per offering registration
registered Registered share(1) price(1) fee
Common Stock
($1.00 par value) 200,000 shares $18.00 $3,600,000 $1,241.38
(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
May 8, 1996.
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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 29, 1995;
(b) no other reports have been filed pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the fiscal year;
(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 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.
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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 Form 10-K for the fiscal year ended
December 29, 1995)
5.1 Opinion of Robert M. Mattison, Vice President, General
Counsel and Secretary of Graco Inc., regarding legality
23.1 Consent of Deloitte & Touche LLP, 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;
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.
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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 10th day of May, 1996.
Graco Inc.
By: /s/ Robert M. Mattison
Robert M. Mattison
Vice President, General Counsel
and 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/ George Aristides President and Chief Executive Officer
George Aristides (Principal Executive Officer)
/s/ David M. Lowe Treasurer
David M. Lowe (Principal Financial Officer)
/s/ James A. Graner Vice President and Controller
James A. Graner (Principal Accounting Officer)
David A. Koch Director, Chairman of the Board
George Aristides Director, President and Chief Executive
Officer
Ronald O. Baukol Director
Joe R. Lee Director
Richard D. McFarland Director
Lee R. Mitau Director
Martha A.M. Morfitt Director
Charles M. Osborne Director
Dale R. Olseth Director
William G. Van Dyke Director
George Aristides, 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/ George Aristides
George Aristides
(For himself and as attorney-in-fact)
Dated: May 10, 1996
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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 29, 1995)
5.1 Opinion of Robert M. Mattison regarding legality 6
23.1 Consent of Deloitte & Touche LLP, 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
May 10, 1996
Graco Inc.
4050 Olson Memorial Highway
Golden Valley, Minnesota 55422-5332
To Whom it May Concern:
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 200,000 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 Option 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 upon exercise
of stock options granted pursuant to the Plan, will be legally issued, fully
paid and nonassessable, provided (i) the value received by the Company is at
least equal to the par value of the shares of Common Stock and (ii) the
Registration Statement shall have become 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
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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 January 23, 1996, appearing in the
Annual Report on Form 10-K of Graco Inc. for the year ended December 29, 1995.
/s/ Deloitte & Touche LLP
Deloitte & Touche LLP
Minneapolis, Minnesota
May 9, 1996
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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 George Aristides his or her true
and lawful attorney-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 200,000 shares
of Common Stock of Graco Inc. under the Graco Inc. Nonemployee Director Stock
Option 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 attorney-in-fact and agent, 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 attorney-in-fact and agent, or
his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Dated: May 8, 1996
/s/ George Aristides
George Aristides
/s/ Ronald O. Baukol
Ronald O. Baukol
/s/ David A. Koch
David A. Koch
/s/ Joe R. Lee
Joe R. Lee
/s/ Richard D. McFarland
Richard D. McFarland
/s/ Lee R. Mitau
Lee R. Mitau
/s/ Martha A.M. Morfitt
Martha A.M. Morfitt
/s/ Dale R. Olseth
Dale R. Olseth
/s/ Charles M. Osborne
Charles M. Osborne
/s/ William G. Van Dyke
William G. Van Dyke
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