As filed with the Securities and Exchange Commission
on April 21, 1995
Registration No. 33-_____
_____________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
__________________
JOSLYN CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Illinois 36-3560095
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
30 South Wacker Drive
Chicago, Illinois 60606
(Address of Principal Executive Offices) (Zip code)
Joslyn Corporation
Non-Employee Director Stock Plan
(Full Title of Plan)
__________________
Wayne M. Koprowski
Vice President, General Counsel & Secretary
Joslyn Corporation
30 South Wacker Drive
Chicago, Illinois 60606
(312) 454-2900
(Name and Address of Agent for Service)
Copy to:
Thomas A. Cole
Sidley & Austin
One First National Plaza
Chicago, Illinois 60603
(312) 853-7000
______________________________________________________________________________
CALCULATION OF REGISTRATION FEE
______________________________________________________________________________
Proposed Proposed
Title of Maximum Maximum Amount
Securities Amount Offering Aggregate of
to be to be Price Per Offering Registration
Registered Registered Share (1) Price (1) Fee
_____________________________________________________________________________
Common Shares,
par value 125,000 shares $24.875 $3,109,375 $1,072.20
$1.25 per share
Common Stock
Purchase Rights 125,000(2) -(2) -(2) -(2)
____________________________________________________________________________
(1) Estimated solely for the purpose of calculating the registration fee
and,pursuant to Rule 457(h) and Rule 457(c) under the Securities Act of
1933,based upon the average of the high and low sale prices of the common
shares, par value $1.25 per share, of Joslyn Corporation on The
NASDAQ National Market on April 19, 1995.
(2) Rights are initially carried and traded with the Common Shares of the
Registrant. Value attributable to such Rights, if any, is reflected in
the market price of the Common Shares.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents heretofore filed with the Securities and Exchange
Commission (the "Commission") by Joslyn Corporation (the "Company") are
incorporated herein by reference:
(a) Annual Report on Form 10-K of the Company for the year ended December
31, 1994.
(b) The description of the Company's common shares, $1.25 par value per
share (the "Common Shares"), which is contained in the Registration Statement
on Form 8-A filed under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), including any subsequent amendment or any report filed for
the purpose of updating such description.
(c) The description of the Company's common stock purchase rights (the
"Rights"), which is contained in the Registration Statement on Form 8-A filed
with the Commission under the Exchange Act (as amended by Amendment No. 1
thereto filed on March 22, 1988 and Amendment No. 2 thereto filed on
September 9, 1994), including any subsequent amendment or any report filed
for the purpose of updating such description.
(d) All other reports filed pursuant to Section 13(a) or 15(d) under the
Exchange Act since December 31, 1994.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold
or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference into this Registration Statement and to be a
part hereof from the respective dates of filing of such documents (such
documents, and the documents enumerated above, being hereinafter referred to
as "Incorporated Documents").
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Wayne M. Koprowski, Esq., Vice President, General Counsel and Secretary
of the Company, who is giving an opinion with respect to the validity of the
Common Shares and Common Stock Purchase Rights being registered under this
Registration Statement and certain other legal matters in connection with the
registration and offering of such securities, beneficially owns 23,438 Common
Shares (which includes options to purchase 16,660 shares) as of March 1, 1995.
Mr. Koprowski also has shared voting power with respect to approximately 904
Common Shares held by the Company's Profit Sharing Plan.
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Item 6. Indemnification of Directors and Officers.
Reference is made to Section 8.75 ("Section 8.75") of the Illinois Business
Corporation Act (the "Illinois BCA"), which provides for indemnification of
directors and officers in certain circumstances.
The Company's Articles of Incorporation, as amended ("Articles of
Incorporation"), provides that no directors of the Company shall be personally
liable to the Company or its shareholders for monetary damages for breach of
fiduciary duty as a director except for (i) any breach of the director's duty
of loyalty to the Company or its shareholders, (ii) acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, (iii) acts under Section 8.65 of the Illinois BCA or (iv) transactions
from which the director derives an improper personal benefit.
The Articles of Incorporation provides for indemnification of directors
and officers to the fullest extent permitted by the Illinois BCA, as amended
from time to time. Under Article Eight of the Articles of Incorporation, the
Company may maintain insurance on behalf of any person who is or was a
director, officer or employee of the Company or was serving at the request of
the Company as a director, officer or employee of another corporation,
partnership, joint venture, trust or other enterprise (including service with
respect to any employee benefit plan) against any liability asserted against
such person in such capacity, whether or not the Company would have the power
to indemnify such person against such liability under the provisions of Article
Eight of the Articles of Incorporation.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The exhibits accompanying this Registration Statement are listed on the
accompanying Exhibit Index.
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;
and
(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,
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however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained
in periodic reports filed with or furnished to the Securities and Exchange
Commission 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 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
bonafide 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.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 (the "Act") 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.
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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 Chicago, State of Illinois, on this 21 day of
April, 1995.
JOSLYN CORPORATION
__________________________
By: Lawrence G. Wolski
Acting Chief Executive Officer
and Director
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on this 21st day of April, 1995. Each person whose
signature appears below hereby appoints Lawrence G. Wolski or Wayne M.
Koprowski, and each of them individually, his or her true and lawful attorney-
in-fact, with power to act with or without the other and with full power of
substitution and resubstitution, in any and all capacities, to sign any or all
amendments (including post-effective amendments) to this Registration Statement
and to file the same with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents full power and authority to do and
perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully 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, or their substitutes, may lawfully do or cause
to be done by virtue thereof.
Signature Title
/s/ Lawrence G. Wolski Acting Chief Executive Officer
_____________________________ and Director
Lawrence G. Wolski (principal executive officer)
/s/ Raymond G. Bjorseth Controller
_____________________________ (principal accounting officer)
Raymond G. Bjorseth
/s/ William E. Bendix Director
_____________________________
William E. Bendix
/s/ John H. Deininger Director
_____________________________
John H. Deininger
/s/ Donald B. Hamister Director
_____________________________
Donald B. Hamister
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Signature Title
/s/ Raymond E. Micheletti Director
_____________________________
Raymond E. Micheletti
/s/ Richard C. Osborne Director
____________________________
Richard C. Osborne
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INDEX TO EXHIBITS TO REGISTRATION STATEMENT
Exhibit
Number Description of Documents
_______ ________________________
4(a) Articles of Incorporation of the Company, as
amended.
4(b) By-Laws of the Company, as amended and restated
on September 16, 1994, filed as Exhibit 3 to the
Company's Current Report on Form 8-K dated
September 19, 1994 (File No. 0-1252), which is
incorporated herein by reference.
4(c) Rights Agreement, dated as of February 10, 1988
(the "Rights Agreement"), between the Company and
The First National Bank of Chicago, as rights agent,
which is incorporated herein by reference to Exhibit 4
to the Company's Annual Report on Form 10-K for the
year ended December 31, 1987 (File No. 0-1252).
4(d) Amendment to the Rights Agreement, dated as of
September 2, 1994, which is incorporated herein by
reference to Exhibit 2(a) of Amendment No. 2 to the
Company's Registration Statement on Form 8-A (File
No. 0-1252) filed under Exchange Act.
4(e) Joslyn Corporation Non-Employee Director Stock Plan,
filed as Exhibit A to the Company's Proxy Statement
dated March 28, 1995 (File No. 0-1252).
*5 Opinion of Wayne M. Koprowski, Esq.
*23(a) Consent of Wayne M. Koprowski, Esq. (included in
Exhibit 5 above)
*23(b) Consent of Arthur Andersen LLP.
*24 Power of Attorney (reference is made to the Signatures
section of this Registration Statement for the Power
of Attorney contained therein).
________________
*Filed herewith
[Form of Exhibit 5 Opinion]
April 21, 1995
Joslyn Corporation
30 South Wacker Drive
Chicago, Illinois 60606
Re: Joslyn Corporation
125,000 Common Shares, par value $1.25
per share, together with 125,000 Common
Stock Purchase Rights associated therewith
Gentlemen:
As Vice President, General Counsel and Secretary of Joslyn Corporation,
an Illinois corporation (the "Company"), I refer to the Registration Statement
on Form S-8 (the "Registration Statement") being filed by the Company with the
Securities and Exchange Commission under the Securities Act of 1933, as amended
(the "Securities Act"), relating to the registration of 125,000 Common Shares,
par value $1.25 per share (the "Shares"), together with 125,000 Common Stock
Purchase Rights associated therewith (the "Rights"), of the Company in
connection with the Company's Non-Employee Director Stock Plan (the "Plan").
The terms of the Rights are set forth in the Rights Agreement, dated as of
February 10, 1988 and as amended through the date hereof (the "Rights
Agreement"), between the Company and The First National Bank of Chicago, as
Rights Agent.
I am familiar with the proceedings to date with respect to the proposed
issuance and sale of the Shares and the Rights and have examined such records,
documents and questions of law, and satisfied myself as to such matters of
fact, as I have considered relevant and necessary as a basis for this opinion.
Based on the foregoing, I am of the opinion that:
1. The Company is duly incorporated and validly existing under the laws
of the State of Illinois.
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2. The Shares will be legally issued, fully paid and non-assessable when
(i) the Registration Statement shall become effective under the Securities
Act; (ii) the shareholders of the Company have approved the Plan in accordance
with Section 2 thereof; and (iii) certificates representing such Shares shall
have been duly executed, countersigned and registered and duly delivered upon
payment of the agreed consideration therefor in accordance with the terms of
the Plan.
3. The Rights associated with the Shares will be legally issued when (i)
such Rights have been duly issued in accordance with the terms of the Rights
Agreement and (ii) the Shares have been duly issued and paid for as set forth
in paragraph 2.
This opinion is limited to the laws of the State of Illinois and the laws
of the United States of America. I do not find it necessary for the purposes
of this opinion to cover, and accordingly I express no opinion as to, the
application of the securities or blue sky laws of the various states to the
issuance and sale of the Shares and the Rights.
I hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement.
Very truly yours,
Wayne M. Koprowski
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference to this registration statement of our reports dated February 8,
1995, included (or incorporated by reference) in Joslyn Corporation's Form 10-K
for the year ended December 31, 1994 and to all references to our Firm included
in this registration statement.
ARTHUR ANDERSEN LLP
Chicago, Illinois
April 21, 1995
