As filed with the Securities and
Exchange Commission on December 12, 1996 Registration No. 333-_________
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.
Long Term Stock Incentive 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)
-----------------------------------------------------------
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 1,000,000
($1.00 par value) shares $24.625 $24,625,000 $7,462.12
================================================================================
(1) The registration fee has been calculated 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 December 9, 1996.
INCORPORATION BY REFERENCE
Pursuant to General Instruction E to Form S-8, this Registration Statement
incorporates by reference the registrant's Registration Statements on Form S-8
(File Nos. 33-22246 and 33-47829). Registration Statement (File No. 33-47829)
increased the total number of shares registered for issuance under the Graco
Inc. Long Term Stock Incentive Plan.
AMENDMENT TO INCREASE SHARES
On May 7, 1996, the stockholders of registrant approved an amendment to the
Graco Inc. Long Term Stock Incentive Plan to increase the aggregate number of
shares of Graco common stock authorized for issuance under the plan from
2,475,000 to 3,475,000.
PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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 8. Exhibits. The Exhibit Index appears on page 4.
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.
-1-
(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.
-2-
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 12th day of
December, 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
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: December 12, 1996
-3-
EXHIBIT INDEX
Exhibit Page
5.1 Opinion of Robert M. Mattison regarding legality 5
23.1 Consent of Deloitte & Touche LLP, independent auditors 6
23.2 Consent of Robert M. Mattison (included in Exhibit 5.1) 5
24.1 Power of Attorney 7
-4-
Exhibit 5.1
December 11, 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 1,000,000 shares of Common Stock, $1.00
par value, of the Company, pursuant to the Graco Inc. Long Term Stock Incentive
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 or issued as restricted share
awards 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, as then amended, shall have become and remains 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
-5-
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Graco Inc. on Form S-8 relating to its Long Term Stock Incentive Plan 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
Minneapolis, Minnesota
December 11, 1996
-6-
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 1,000,000 additional
shares of Common Stock of Graco Inc. under the Graco Inc. Long Term Stock
Incentive 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/ Richar d 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
-7-
