As filed with the Securities and Exchange Commission on April 18, 1997
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
HARMON INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Missouri 44-0657800
(State of incorporation) (I.R.S. Employer Identification Number)
1300 Jefferson Court, Blue Springs, Missouri 64015
816/229-3345
(Address of principal executive offices)
Harmon Industries, Inc. 1996 Long Term Incentive Plan
(Full title of plan)
BJORN E. OLSSON, President
1300 Jefferson Court, Blue Springs, Missouri 64015
(Name and address of agent for service)
816/229-3345
(Telephone number, including area code, of agent for service)
Copy to:
James O. Selzer, Esq.
Morrison & Hecker, L.L.P.
2600 Grand Avenue, Kansas City, Missouri 64108
816/691-2600
CALCULATION OF REGISTRATION FEE
================================================================================
Proposed Proposed
Maximum Maximum
Offering Aggregate
Title of Securities Amount to be Price Per Offering Amount of
to be Registered Registered (1) Share Price Registration Fee
- -------------------------------------------------------------------------------
9,000 $17.00 (2) $ 15,300 $ $4.64
26,000 $16.50 (2) $ 429,000 $ 130.00
Common Stock, 76,000 $18.25 (2) $1,387,000 $ 420.30
$.25 par value 293,406 $17.19 (3) $5,043,649 $1,528.38
================================================================================
(1)In the event of a stock split, stock dividend, or similar transaction
involving the common stock of the Company (the "Common Stock"), the number of
shares registered hereby shall automatically be increased to cover such
additional shares as may be issued, in accordance with Rule 416(a) under the
Securities Act of 1933, as amended (the "Securities Act").
(2)Computed pursuant to Rule 457(h) under the Securities
Act.
(3)Pursuant to Rule 457(c) and (h) under the Securities Act, the offering price
is estimated, solely for the purpose of determining the registration fee,
using the average of the high and low sales prices for the Common Stock on
April 14, 1997, as reported by the Nasdaq National Market.
<PAGE>
CROSS-REFERENCE SHEET SHOWING LOCATION OF THE INFORMATION REQUIRED BY PART I OF
THE FORM S-8.
Location or Caption in
Item Number and Caption in Form S-8 Registration Statement
PART I. INFORMATION REQUIRED IN THE
SECTION 10(a) PROSPECTUS
1. Plan Information *
2. Registrant Information and *
Employee Plan Annual Information
*Not applicable. This information will be sent or given to participants
participants pursuant to Rule 428(b)(1).
<PAGE>
CROSS-REFERENCE SHEET SHOWING
LOCATION OF INFORMATION REQUIRED BY ITEMS OF PART I OF FORM S-3
Item Number and Caption Location in Prospectus
----------------------- ----------------------
1. Forepart of Registration Statement Forepart and Outside Front
and Outside Front Cover Page Cover Page
of Prospectus
2. Inside Front and Outside Back Inside Front Cover Page;
of Prospectus Available Information;
Incorporation of Documents
by Reference; Description of
Capital Stock
3. Summary Information; Risk Not Applicable
Factors; and Ratio of Earnings
to Fixed Charges
4. Use of Proceeds Not Applicable -- See Cover
Page of Prospectus
5. Determination of Offering Price Not Applicable
6. Dilution Not Applicable
7. Selling Security Holders Selling Stockholders
8. Plan of Distribution Outside Front Cover Page
9. Description of Securities Not Applicable
10. Interests of Named Experts Not Applicable
and Counsel
11. Material Changes Not Applicable
12. Incorporation of Certain Incorporation of Documents
Information by Reference by Reference; Description of
Capital Stock
13. Disclosure of Commission and Indemnification of Directors
Position on Indemnification and Officers
for Securities Act Liabilities
i
<PAGE>
EXPLANATORY NOTE
The Reoffer Prospectus which is filed as a part of this Registration
Statement has been prepared in accordance with the requirements of Part I of
Form S-3 and may be used for reoffers or resales of the Common Stock of Harmon
Industries, Inc., a Missouri corporation (the "Company"), acquired by
"affiliates" (as such term is defined in Rule 405 of the General Rules and
Regulations under the Securities Act of 1933, as amended) pursuant to the
exercise of options under the Company's 1996 Long-Term Incentive Plan.
ii
<PAGE>
Harmon Industries, Inc.
Reoffer Prospectus
54,000 Shares of Common Stock of
This Reoffer Prospectus (this "Prospectus") relates to an aggregate of 54,000
shares of Common Stock, $.25 par value (the "Common Stock"), of Harmon
Industries, Inc. (the "Company") that may be offered from time to time by
certain selling shareholders (the "Selling Stockholders") who may be deemed
"affiliates" of the Company (as such term is defined in Rule 405 of the General
Rules and Regulations under the Securities Act of 1933, as amended (the
"Securities Act")) subsequent to the exercise of stock options that have been
granted or that may in the future be granted pursuant to the Company's 1996
Long- Term Incentive Plan (the "Plan"). The Company's Common Stock trades on the
Nasdaq National Market under the symbol "HRMN." When acquired by the Selling
Stockholders as a result of the exercise of options granted pursuant to the
Plan, shares of Common Stock may be sold, from time to time, in ordinary
brokers' transactions through the Nasdaq National Market at the price prevailing
at the time of such sales. The commission payable will be the regular commission
a broker receives for effecting such sales. Shares of Common Stock may also be
offered in block trades, private transactions or otherwise. The net proceeds to
the Selling Stockholders will be the proceeds received by them upon such sales,
less brokerage commissions incurred in connection therewith. The Company will
receive no proceeds from the sale of such shares of Common Stock. Information
regarding the Selling Stockholders is set forth below under the heading "Selling
Stockholders". All expenses of registration incurred in connection with this
offering are being borne by the Company, but the selling and other expenses
incurred by individual Selling Stockholders will be borne by each such person.
No person is authorized to give any information or to make any
representations other than those contained or incorporated by reference in this
Prospectus in connection with the offer contained in this Prospectus, and, if
given or made, any such information or representation must not be relied upon as
having been authorized by the Company. This Prospectus does not constitute an
offer to sell or a solicitation of an offer to buy securities in any state or
other jurisdiction where, or to any person to whom, it is unlawful to make such
an offer or solicitation. The delivery of this Prospectus or any sale made
hereunder shall not, under any circumstances, create any implication that there
has been no change in the affairs of the Company since the date hereof. On April
14, 1997, the last reported sale price of the Common Stock on the Nasdaq
National Market was $17.00 per share.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this Reoffer Prospectus is April 18, 1997.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports and other information with the Securities and Exchange
Commission (the "Commission"). Reports, proxy statements and other information
filed by the Company can be inspected and copied at the Commission's office at
450 Fifth Street, N.W., Washington, DC 20549 and the Commission's Regional
Offices in New York (Seven World Trade Center, 13th Floor, New York, New York
10048) and Chicago (Northwest Atrium Center, 500 West Madison Street, Suite
1400, Chicago, Illinois 60661). Copies of such material can be obtained from the
Public Records section of the Commission at 450 Fifth Street, N.W., Washington,
DC 20549, at prescribed rates. The Commission maintains an Internet Web site
that contains reports, information statements and other information regarding
the registrants that file electronically with the Commission. The address of
such Internet Web site is http://www.sec.gov.
The Company has filed a registration statement (the "Registration Statement")
on Form S-8 with respect to the Common Stock offered hereby with the Commission
under the Securities Act. This Prospectus, which constitutes a part of the
Registration Statement, does not contain all the information set forth in the
Registration Statement, certain items of which are contained in schedules and
exhibits to the Registration Statement as permitted by the rules and regulations
of the Commission. Statements contained in this Prospectus as to the contents of
any agreement, instrument or other document referred to are not necessarily
complete. With respect to each such agreement, instrument or other document
filed as an exhibit to the Registration Statement, reference is made to the
exhibit for a more complete description of the matter involved, and each such
statement shall be deemed qualified in its entirety by such reference.
INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed previously with the Commission are specifically
incorporated herein by reference:
(1) The Company's Annual Report on Form 10-K for the Company's fiscal year
ended December 31, 1996; and
(2) All other reports filed with the Commission by the Company pursuant
to Section 13(a) or 15(d)of the Exchange Act since December 31, 1996 and
prior to the date of this Prospectus;
All documents filed by the Company pursuant to Sections 13, 14 or 15(d) of
the Exchange Act after the date of this Prospectus and before the termination of
the offering contemplated herein shall be incorporated by reference into this
Prospectus and be a part hereof on the date such documents are filed by the
Company with the Commission. Any statement contained in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this Prospectus to the extent that a statement
contained herein, or in any document filed subsequent to the date of this
Prospectus which also is or is deemed to be incorporated by reference, modifies
or supersedes such statement. Any statement so modified or superseded shall not
be deemed, except as so modified or superseded, to constitute a part of this
Prospectus.
Any person receiving a copy of this Prospectus, including any prospective
beneficial owner of Common Stock, may obtain without charge and upon request a
copy of any and all of the documents incorporated herein by reference, except
for the exhibits to such documents. Written requests should be mailed to the
principal executive office of the Company, as follows: Harmon Industries, Inc.,
1300 Jefferson Court, Blue Springs, Missouri 64015, Attention: Mr. Charles M.
Foudree. Telephone requests may be directed to Mr. Foudree at (816) 229-3345,
which is the telephone number for the principal executive office of the Company.
2
<PAGE>
THE COMPANY
Harmon Industries, Inc. and its wholly-owned subsidiaries (collectively the
"Company") are leading suppliers of signal and train control products to
railroads throughout North America and the world. The Company sells its products
to Class I and short line freight railroads and to rail transit customers. The
Company designs, manufactures, markets and services an extensive line of
products beneficial to the operating efficiency and safety of freight railroads
and rail transit systems. The Company's products include an extensive line of
railroad signal and train control systems and related components and services.
The Company emphasizes innovation and technology to develop timely and
sophisticated solutions to problems that confront its customers. The Company
also provides customized asset management services through a warehousing and
distribution business. The Company's strategy is to utilize its technological
expertise, ability to install turnkey systems, broad product line, extensive
sales network and customer service orientation to provide high quality products
and services to its customers. The Company plans to continue to expand and
improve its product lines to meet its customers' needs. Customer service is an
important focus of all aspects of the Company's business.
DESCRIPTION OF CAPITAL STOCK
The Company has authorized capital consisting of 20,000,000 shares of Common
Stock, $.25 par value. The shares offered by the Selling Stockholders hereby are
validly issued, fully paid and nonassessable, have no conversion or preemptive
rights and are not subject to redemption. In the event of liquidation, holders
of Common Stock are entitled to receive pro rata all net assets of the Company.
Holders of Common Stock are entitled to such dividends as the Board of Directors
of the Company, in its discretion, may declare out of funds available therefor.
Common Stock is the only class of securities authorized and issued by the
Company.
The Missouri Control Share Acquisition Act, as amended in 1987, imposes
limitations on the voting rights of "control shares" of an "issuing public
corporation" that are acquired in a "control share acquisition." A "control
share acquisition" is generally defined as an acquisition by any person of the
ownership of or the right to vote "control shares," which are defined as shares
owned by a person who, immediately after acquisition of such shares, surpasses
the 20%, 331/3% or 50% levels for ownership of or voting control over
outstanding shares of a company. The approval of certain stockholder groups are
required before voting rights are restored to control shares. Such approval must
be sought by the holder of the control shares. Because the Company is an issuing
public corporation, a person holding control shares of Common Stock would have
the right to require the Company to hold a special meeting of stockholders of
the Company to consider its request for restoration of voting rights, but only
if that person undertakes to pay the expenses of the Company incurred in calling
such a meeting. Under certain circumstances, redemption rights would be
available to stockholders of the Company who vote against the restoration of
voting rights to control shares. The acquisition of shares of Common Stock
pursuant to this offering would not result in a control share acquisition. The
Company has not adopted any amendment to its articles or bylaws that would
exempt the Company or any of its stockholders from this statute.
Holders of Common Stock are entitled to one vote for each share held of
record on each matter submitted to a vote of stockholders.
3
<PAGE>
SELLING STOCKHOLDERS
Shares of Common Stock offered pursuant to this Prospectus have been or will
be acquired by Selling Stockholders upon the exercise of stock options granted
by the Company pursuant to the Plan.
The following table sets forth: (i) the name of each Selling Stockholder and
his or her position with the Company during the past three years; (ii) the
number of shares of Common Stock owned beneficially by him or her as of February
11, 1997; (iii) the maximum number of shares of Common Stock that may be offered
by him or her pursuant to this Prospectus as of the date of this Prospectus; and
(iv) the number of shares of Common Stock that will be owned by him or her
assuming sale of the maximum number of shares of Common Stock offered for sale
pursuant to this Prospectus. Mr. Robert E. Harmon is the only Selling
Shareholder who will own more than 1% of the outstanding Common Stock after
completion of the offering contemplated hereby. The number of shares of Common
Stock shown across from Mr. Harmon's name in the fourth column of the following
table was equal to approximately 3.9% of the outstanding Common Stock as of
February 11, 1997.
Common Stock
(Including All Common Stock
Shares Subject Acquired or
to Options) Expected to Common
Owned on Be Acquired Stock to be
Name and Position(s) February 11, Pursuant to Plan Owned after
with Company 1997(1) Options Offering
------------ ------- ------- --------
Thomas F. Eagleton, 5,000 5,000 4,000
Director
Bruce M. Flohr, 5,000 5,000 4,000
Director
Rodney L. Gray, 6,000 5,000 5,000
Director
Robert E. Harmon, 264,339 5,000 263,339
Chairman of the Board
of Directors and past
Chief Executive
Officer
Herbert M. Kohn, 27,100 5,000 26,100
Director
Douglas Wm. List, 6,000 5,000 5,000
Director
Gerald E. Myers, 35,918 5,000 34,918
Director
Donald V. Rentz, 3,000 5,000 2,000
Director
Judith C. Whittaker, 5,000 5,000 4,000
Director
(1)The number of shares shown includes the Shares of Common Stock actually owned
as of February 11, 1997 and the shares of Common Stock that the identified
person had the right to acquire within 60 days of February 11, 1997 pursuant
to the exercise of stock options or conversion of securities.
The preceding table reflects all Selling Stockholders who are eligible to
reoffer and resell Common Stock, whether or not they have a present intent to do
so. There is no assurance that any of the Selling Stockholders will sell any or
all of the Common Stock offered by them hereunder. The inclusion in the
foregoing table of the individuals named therein shall not be deemed to be an
admission that any such individuals are "affiliates" of the Company.
This Prospectus may be amended or supplemented from time to time to add or
delete Selling Stockholders.
4
<PAGE>
PLAN OF DISTRIBUTION
It is expected that the offering of Common Stock by the Selling Stockholders
will be effected from time to time in one or more transactions in the Nasdaq
National Market, or in negotiated transactions, or a combination of such methods
of sale, at market prices prevailing at the time of sale, at prices related to
such prevailing market prices or at negotiated prices. The Selling Stockholders
may effect such transactions by selling to or through broker-dealers and such
broker-dealers may receive compensation in the form of underwriting discounts,
concessions or commission from the Selling Stockholders and/or the purchasers of
Common Stock for whom they may act as agent (which compensation may be in excess
of customary commissions). The Selling Stockholders and any broker- dealers that
participate with the Selling Stockholders in such a distribution may be deemed
to be underwriters. Any commissions received by broker-dealers in a distribution
and any profit on the sale by broker-dealers in a distribution may be deemed to
be underwriting discounts and commissions under the Securities Act.
LEGAL MATTERS
The validity of the shares of Common Stock offered hereby will be passed upon
for the Company by Morrison & Hecker L.L.P., 2600 Grand Avenue, Kansas City,
Missouri
64108.
EXPERTS
The consolidated financial statements of the Company and subsidiaries as of
December 31, 1996 and 1995, and for each of the years in the three-year period
ended December 31, 1996 have been incorporated by reference herein in reliance
on the report of KPMG Peat Marwick LLP, independent certified public
accountants, and upon the authority of said firm as experts in accounting and
auditing.
INDEMNIFICATION OF OFFICERS AND DIRECTORS
Section 351.355 of the Missouri Revised Statutes (1986) allows
indemnification of corporate directors and officers by a corporation under
certain circumstances against liabilities, expenses, counsel fees and costs
reasonably incurred in connection with or arising out of any action, suit,
proceeding or claim to which such person is made a party by reason of such
person being or having been such director or officer. Section 351.355 also
permits such persons to seek indemnification under any applicable bylaw,
agreement, vote of stockholders or disinterested directors or otherwise and
permits corporations to maintain insurance for officers and directors against
liabilities incurred while acting in such capacities, whether or not the
corporation would be empowered to indemnify such persons under this section.
Reference is made to the Restated Articles of Incorporation of the Company
and Article XI of the Bylaws of the Company, which provide broad indemnification
rights to the officers and directors.
The Company has entered into an Indemnity Agreement with each member of its
Board of Directors pursuant to which it indemnifies such persons against certain
liabilities.
The Company maintains a policy insuring its officers and directors against
certain liabilities, including liabilities under the Securities Act.
5
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Company with the Commission pursuant to
the Exchange Act are incorporated in this Registration Statement by reference:
(1) The Company's Annual Report on Form 10-K for the Company's fiscal year
ended December 31, 1996; and
(2) All other reports filed with the Commission by the Company pursuant to
Section 13(a) or 15(d) of the Exchange Act since December 31, 1996 and
prior to the date of this Prospectus;
(3) The description of the Common Stock contained in the Company's
Registration Statement on Form 8-A, filed pursuant to Section 12 of the
Exchange Act on November 4, 1974, including any amendment or report
filed for the purpose of updating such information.
All documents filed by the Company subsequent to the date of this
Registration Statement pursuant to Section 13, 14 or 15(d) of the Exchange Act
prior to any filing by the Company of a post- effective amendment indicating
that all securities offered hereby have been sold or de-registering all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents. Any statement contained in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other document filed subsequently which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any statements so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 351.355 of the Missouri Revised Statutes (1986) allows
indemnification of corporate directors and officers by a corporation under
certain circumstances against liabilities, expenses, counsel fees and costs
reasonably incurred in connection with or arising out of any action, suit,
proceeding or claim to which such person is made a party by reason of such
person being or having been such director or officer. Section 351.355 also
permits such persons to seek indemnification under any applicable bylaw,
agreement, vote of stockholders or disinterested directors or otherwise and
permits corporations to maintain insurance for officers and directors against
liabilities incurred while acting in such capacities, whether or not the
corporation would be empowered to indemnify such persons under this section.
Reference is made to the Restated Articles of Incorporation of the Company
and Article XI of the Bylaws of the Company, which provide broad indemnification
rights to the officers and directors.
The Company has entered into an Indemnity Agreement with each member of its
Board of Directors pursuant to which it indemnifies such persons against certain
liabilities.
II-1
<PAGE>
The Company maintains a policy insuring its officers and directors against
certain liabilities, including liabilities under the Securities Act.
Item 7. Exemption from Registration Claimed.
Not Applicable
Item 8. Exhibits.
The following exhibits are filed herewith or are incorporated herein by
reference to the indicated documents filed by the Company (File No. 0-7916) with
the Commission.
Exhibit No.
- -----------
4.1- Harmon Industries, Inc. 1996 Long Term Incentive
Plan (incorporated by reference to the Company's
Proxy Statement for the Annual Meeting of
Shareholders held on May 14, 1996).
4.2- The Restated Articles of Incorporation of the Company (incorporated by
reference to Exhibit 3 of the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1992).
4.3- The Bylaws of the Company (incorporated by reference to Exhibit 4.2 of
the Company's Registration Statement on Form S-2 filed with the
Commission on March 22, 1993).
4.4- Specimen Stock Certificate (incorporated by reference to Exhibit 4.3 of
the Company's Registration Statement on Form S-2 filed with the
Commission on March 22, 1993).
5 - Opinion of Morrison & Hecker L.L.P. regarding
legality of shares.
23.1- Consent of KPMG Peat Marwick LLP.
23.2- Consent of Morrison & Hecker L.L.P. (included in
Exhibit 5).
24 - Power of Attorney for certain members of the
Board of Directors of the Company.
II - 2
<PAGE>
Item 9. Undertakings.
A. The undersigned registrant hereby undertakes:
(i) To file, during any period in which offers or sells securities, a
post-effective amendment to this Registration Statement to:
(a) include any prospectus required by Section
10(a)(3) of the Securities Act of 1933:
(b) reflect in the prospectus any facts or
events which, individually or together,
represents a fundamental change in the
information in the Registration Statement:
and
(c) include any additional or changed
information on the plan of distribution;
provided, however, that clauses (a) and (b) do not apply if the
Registration Statement is on Form S-3 or Form S-8, and the information
required in a post-effective amendment is incorporated by reference
from periodic reports filed by the Registrant under the Securities
Exchange Act of 1934.
(ii) 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.
(iii) To remove from registration by means of a post-effective amendment any
of the securities being registered that remain unsold at the
termination of the offering.
B. The undersigned registrant hereby undertakes that, for the 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 this
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. 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 security 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.
II - 3
<PAGE>
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 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 Blue Springs, State of Missouri, on April 16, 1997.
HARMON INDUSTRIES, INC.
By: /s/ Bjorn E. Olsson
___________________
Bjorn E. Olsson, President and
Chief Executive Officer
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
/s/ Bjorn E. Olsson
______________________
Bjorn E. Olsson President, Chief Executive April 16, 1997
Officer, Director
/s/ Charles M. Foudree
______________________
Charles M. Foudree Executive Vice President April 16, 1997
(Chief Financial Officer)
Director
/s/ Stephen L. Schmitz
______________________
Stephen L. Schmitz Vice President - Controller April 16, 1997
(Chief Accounting Officer)
/s/ Robert E. Harmon
______________________
Robert E. Harmon Chairman of the Board April 16, 1997
and Director
______________________
Thomas F. Eagleton Director April 16, 1997
/s/ Bruce M. Flohr
______________________
*Bruce M. Flohr Director April 16, 1997
______________________
Rodney H. Gray Director April 16, 1997
II - 4
<PAGE>
/s/ Herbert M. Kohn
______________________
*Herbert M. Kohn Director April 16, 1997
/s/ Douglass Wm. List
______________________
*Douglass Wm. List Director April 16, 1997
/s/ Gerald E. Myers
______________________
*Gerald E. Myers Director April 16, 1997
______________________
Donald V. Rentz Director April 16, 1997
/s/ Judith C. Whittaker
______________________
*Judith C. Whittaker Director April 16, 1997
*By:/s/ Robert E. Harmon As Attorney-in-Factfor April 16, 1997
__________________ the Directors whose names
Robert E. Harmon are marked by an asterisk
Attorney-in-Fact
II - 5
April 18, 1997
Harmon Industries, Inc.
1300 Jefferson Court
Blue Springs, Missouri 64015
Re: Registration Statement on Form S-8
404,406 Shares of Common Stock
Ladies and Gentlemen:
In connection with the filing of a Registration Statement on Form S-8 for
Harmon Industries, Inc. (the "Company") relating to both the issuance pursuant
to the Harmon Industries, Inc. 1996 Long Term Incentive Plan ("Plan") and the
subsequent reoffering and resale of shares of common stock of the Company, par
value $.25 per share (the "Shares"), you have requested our opinion on the
legality of the Shares being issued thereunder. We have examined the Articles of
Incorporation of the Company, as amended, the Bylaws of the Company, as amended,
minutes of applicable meetings of the Board of Directors and Stockholders, the
Plan, and such other records and documents, together with applicable
certificates of public officials, that we have deemed relevant to this opinion.
Based on the foregoing, it is our opinion that:
All necessary corporate actions have been taken to authorize the issuance
and sale of 404,406 Shares in the manner and as provided for in the Registration
Statement on Form S-8, and when such Registration Statement becomes effective
and the Shares are issued and the payment received therefore in accordance with
the Plan, the Shares will be validly issued, fully paid, and nonassessable.
We hereby consent to the reference to our firm in the Registration
Statement on Form S-8, and consent to the filing of this letter, or copies
hereof, as an exhibit to such Registration Statement.
Very truly yours,
MORRISON & HECKER L.L.P.
ACCOUNTANTS' CONSENT
--------------------
The Board of Directors
Harmon Industries, Inc. and Subsidiaries:
We consent to incorporation by reference in this registration statement on Form
S-8 of our reports dated February 4, 1997 relating to the consolidated
balance sheets of Harmon Industries, Inc. and subsidiaries as of December 31,
1996 and 1995 and the related consolidated statements of earnings, stockholders'
equity and cash flows for each of the years in the three-year period ended
December 31, 1996, and the related schedule, which reports appear in the
December 31, 1996 annual report on Form 10-K of Harmon Industries, Inc. and
subsidiaries.
KPMG Peat Marwick L.L.P.
Kansas City, Missouri
April 18, 1997
POWER OF ATTORNEY
WHEREAS, Harmon Industries, Inc., a Missouri corporation (the "Company"),
intends to file with the Securities and Exchange Commission ("Commission") under
the Securities Act of 1933, as amended (the "Act"), a Registration Statement on
Form S-8 (the "Registration Statement"), including a Prospectus and a Reoffer
Prospectus, and any amendments thereto as may be required by the Commission
pursuant to the Act and the rules and regulations of the Commission promulgated
thereunder, along with any and all exhibits and other documents relating
thereto, which filing will be in connection with the registration of shares of
the Company's common stock, par value $0.25 per share ("Common Stock") to be
issued pursuant to the exercise of the Company's 1996 Long Term Incentive Plan;
NOW, THEREFORE, the undersigned, in their capacities as members of the
Board of Directors of the Company, do hereby appoint either of Robert E. Harmon
or Charles M. Foudree, their true and lawful attorney, with full power of
substitution and resubstitution, to execute in the name, place and stead in the
capacity as a director of the Company, the Registration Statement and any and
all amendments to such Registration Statement, and all instruments necessary or
incidental in connection therewith and to file the same with the Commission. The
attorney shall have full power and authority to do and perform in the name and
on behalf of the undersigned in any and all capacities every act whatsoever
necessary or desirable to be done in the premises as fully and to intents and
purposes as the undersigned might or could do in person, the undersigned hereby
ratifying and approving the acts of said attorney.
IN WITNESS WHEREOF, the undersigned have executed this instrument as of the
20th day of March, 1997.
/s/ Bruce M. Flohr /s/ Douglass Wm.List
_______________________ _______________________
Bruce M. Flohr Douglass Wm. List
/s/ Herbert M. Kohn
________________________ _______________________
Herbert M. Kohn Rodney L. Gray
/s/ Gerald E.Myers
________________________ _______________________
Donald V. Rentz Gerald E. Myers
________________________ /s/ Judith C. Whittaker
Thomas F. Eagleton _______________________
Judith C. Whittaker
