<PAGE> 1
As filed with the Securities and Exchange Commission on December 21, 1999
Registration No. ________________
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
________________
THE LAMSON & SESSIONS CO.
(Exact Name of Registrant as Specified in Its Charter)
Ohio 34-0349210
(State or Other Jurisdiction (I.R.S. Employer Identification No.)
of Incorporation or Organization)
25701 Science Park Drive, Cleveland, Ohio 44122-7313
(Address of Principal Executive Offices Including Zip Code)
THE LAMSON & SESSIONS CO.
NONEMPLOYEE DIRECTORS STOCK OPTION PLAN
(AS AMENDED AND RESTATED AS OF APRIL 23, 1999)
(Full Title of the Plan)
James J. Abel
Executive Vice President, Secretary,
Treasurer and Chief Financial Officer
25701 Science Park Drive
Cleveland, Ohio 44122-7313
(Name and Address of Agent For Service)
216/464-3400
(Telephone Number, Including Area Code, of Agent For Service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
===================================================================================================================
Title of Proposed Maxi- Proposed Maxi- Amount of
Securities to Amount to be mum Offering mum Aggregate Registration
be Registered Registered(1) Price Per Share(2) Offering Price(2) Fee
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Shares,
without par value(3) 100,000 $4.59 $459,000 $121.18
===================================================================================================================
<FN>
(1) Pursuant to Rule 416 of the Securities Act of 1933 (the "Securities
Act"), this Registration Statement also covers such additional shares of
Common Shares, without par value ("Common Shares") as may become
issuable pursuant to the anti-dilution provisions of The Lamson &
Sessions Co. Nonemployee Directors Stock Option Plan (As Amended And
Restated As of April 23, 1999) (the "Plan").
(2) Estimated solely for calculating the amount of the registration fee,
pursuant to Rule 457(c) and (h) of the General Rules and Regulations
under the Securities Act, on the basis of the average of the high and
low sale prices of such securities on the New York Stock Exchange on
December 16, 1999 within five business days prior to filing.
(3) One serial preference stock purchase right (a "Right") will also be
issued with respect to each Common Share. The terms of the Rights are
described in the Form 8-A filed by The Lamson & Sessions Co. (the
"Registrant") on September 9, 1998.
</TABLE>
Exhibit Index Appears on Page 5
Page 1 of 6 Pages
<PAGE> 2
Part II
Pursuant to General Instruction E to Form S-8, the contents of
Registration Statement No. 33-62443 on Form S-8 as filed by the Registrant with
the Securities and Exchange Commission ("SEC") on September 8, 1995 are
incorporated herein by reference.
Item 8. Exhibits
--------
The following Exhibits are being filed as part of this Registration
Statement:
4(a) Amended Articles of Incorporation of the Registrant
(incorporated by reference to Exhibit 4(a) to the Registrant's
Registration Statement on Form S-8 (Registration No.
333-32875), filed with the SEC on August 5, 1997).
4(b) Certificate of Adoption of Amendment to Amended Articles of
Incorporation of the Registrant (incorporated by reference to
Exhibit A to Exhibit 4.1 to the Registrant's Form 8-A filed
with the SEC on September 9, 1998 and incorporated herein by
reference).
4(c) Amended Code of Regulations of the Registrant (incorporated by
reference to Exhibit 3(b) to the Registrant's Annual Report on
Form 10-K for the year ended December 31, 1994).
4(d) Nonemployee Directors Stock Option Plan (As Amended and
Restated as of April 23, 1999) (incorporated by reference to
Appendix A of the Registrant's Proxy Statement dated March 18,
1999).
4(e) The Registrant's Form 8-A with respect to the Rights (filed
with the SEC on September 9, 1998 and incorporated herein by
reference).
4(f) Rights Agreement, dated September 8, 1998, between the
Registrant and National City Bank (incorporated by reference
to Exhibit 4.1 to the Registrant's Registration Statement on
Form 8-A filed with the SEC on September 9, 1998).
5 Opinion of Counsel.
23(a) Consent of Independent Auditors.
23(b) Consent of Counsel (included in Exhibit 5).
24 Power of Attorney.
Page 2 of 6 Pages
<PAGE> 3
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 Cleveland, State of Ohio, on December 16, 1999.
THE LAMSON & SESSIONS CO.
By: /s/ James J. Abel
-----------------------------------------
James J. Abel
Executive Vice President, Secretary,
Treasurer and Chief Financial Officer
Page 3 of 6 Pages
<PAGE> 4
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.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ John B. Schulze Chairman of the Board, President and Chief December 16, 1999
- -------------------------------------- Executive Officer (Principal Executive
John B. Schulze Officer); Director
/s/ James J. Abel Executive Vice President, Secretary, December 16, 1999
- -------------------------------------- Treasurer and Chief Financial Officer;
James J. Abel (Principal Financial Officer)
/s/ Lori L. Spencer Vice President and Controller December 16, 1999
- --------------------------------------
Lori L. Spencer
* /s/ James T. Bartlett Director December 16, 1999
- --------------------------------------
James T. Bartlett
* /s/ Francis H. Beam, Jr. Director December 16, 1999
- --------------------------------------
Francis H. Beam, Jr.
* /s/ Martin J. Cleary Director December 16, 1999
- --------------------------------------
Martin J. Cleary
* /s/ William H. Coquillette Director December 16, 1999
- --------------------------------------
William H. Coquillette
* /s/ John C. Dannemiller Director December 16, 1999
- --------------------------------------
John C. Dannemiller
* /s/ George R. Hill Director December 16, 1999
- --------------------------------------
George R. Hill
* /s/ A. Malachi Mixon, III Director December 16, 1999
- --------------------------------------
A. Malachi Mixon, III
* /s/ John C. Morley Director December 16, 1999
- --------------------------------------
John C. Morley
* /s/ D. Van Skilling Director December 16, 1999
- --------------------------------------
D. Van Skilling
</TABLE>
* James J. Abel, the undersigned attorney-in-fact, by signing his name
hereto, does hereby sign and execute this Registration Statement on behalf of
the above officers and directors (constituting a majority of the directors)
pursuant to a power of attorney filed with the Securities and Exchange
Commission as Exhibit 24 to this Registration Statement.
December 16, 1999 By: /s/ James J. Abel
----------------------------------------
James J. Abel, Attorney-in-Fact
Page 4 of 6 Pages
<PAGE> 5
EXHIBIT INDEX
-------------
The following Exhibits are being filed as part of this Registration
Statement:
4(a) Amended Articles of Incorporation of the Registrant
(incorporated by reference to Exhibit 4(a) to the Registrant's
Registration Statement on Form S-8 (Registration No.
333-32875), filed with the SEC on August 5, 1997).
4(b) Certificate of Adoption of Amendment to Amended Articles of
Incorporation of the Registrant (incorporated by reference to
Exhibit A to Exhibit 4.1 to the Registrant's Form 8-A filed
with the SEC on September 9, 1998 and incorporated herein by
reference).
4(c) Amended Code of Regulations of the Registrant (incorporated by
reference to Exhibit 3(b) to the Registrant's Annual Report on
Form 10-K for the year ended December 31, 1994).
4(d) Nonemployee Directors Stock Option Plan (As Amended and
Restated as of April 23, 1999) (incorporated by reference to
Appendix A of the Registrant's Proxy Statement dated March 18,
1999).
4(e) The Registrant's Form 8-A with respect to the Rights (filed
with the SEC on September 9, 1998 and incorporated herein by
reference).
4(f) Rights Agreement, dated September 8, 1998, between the
Registrant and National City Bank (incorporated by reference
to Exhibit 4.1 to the Registrant's Registration Statement on
Form 8-A filed with the SEC on September 9, 1998).
5 Opinion of Counsel.
23(a) Consent of Independent Auditors.
23(b) Consent of Counsel (included in Exhibit 5).
24 Power of Attorney.
Page 5 of 6 Pages
<PAGE> 1
Exhibit 5
December 17, 1999
The Lamson & Sessions Co.
25701 Science Park Drive
Cleveland, Ohio 44122-7313
Re: Nonemployee Directors Stock Option Plan (As Amended and
Restated as of April 23, 1999)
-------------------------------------------------------
Ladies and Gentlemen:
We have acted as counsel for The Lamson & Sessions Co., an Ohio
corporation (the "Registrant"), in connection with The Lamson & Sessions Co.
Nonemployee Directors Stock Option Plan (As Amended and Restated as of April 23,
1999) (the "Plan"). We have examined such documents, records and matters of law
as we have deemed necessary for purposes of this opinion, and based thereon, we
are of the opinion that:
1. The Registrant's Common Shares without par value (the "Common
Shares") that may be issued or transferred and sold pursuant
to the Plan will be, when issued or transferred and sold in
accordance with the Plan, duly authorized, validly issued,
fully paid and nonassessable.
2. When issued in accordance with the Rights Agreement, dated
September 8, 1998, between the Registrant and National City
Bank (the "Rights Agreement"), the Rights (as defined in the
Rights Agreement) will be validly issued.
The opinion set forth in paragraph 2 is limited to the valid issuance
of the Rights under the corporation laws of the State of Ohio. We do not express
any opinion herein with respect to any other aspect of the Rights, the effect of
equitable principles or fiduciary considerations relating to the adoption of the
Rights Agreement or the issuance of the Rights or the enforceability of any
particular provisions of the Rights Agreement.
In rendering the opinion set forth in subparagraph 2 above, moreover,
we note that our research indicates that there are no reported decisions
applying Ohio law concerning the authorization or issuance of securities
substantially similar to the Rights. In the absence of directly applicable
judicial authority, we have considered the pertinent provisions of Ohio
corporation law and the decisions of courts applying the laws of other
jurisdictions to analogous factual situations. Although such decisions may be
persuasive to Ohio courts, they have no binding precedential effect.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement on Form S-8 filed by the Registrant to effect
registration of the Common Shares to be issued and sold pursuant to the Plan
under the Securities Act of 1933. William H. Coquillette, a partner in this law
firm, is a Director of the Company.
Very truly yours,
/s/ Jones, Day, Reavis & Pogue
Jones, Day, Reavis & Pogue
Page 6 of 6 Pages
<PAGE> 1
Exhibit 23(a)
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration Statement
pertaining to The Lamson & Sessions Co. Nonemployee Directors Stock Option Plan
(as amended and restated as of April 23, 1999) of The Lamson & Sessions Co. of
our report dated January 28, 1999, with respect to the consolidated financial
statements and schedule of The Lamson & Sessions Co. included in its Annual
Report on Form 10-K for the year ended January 2, 1999, filed with the
Securities and Exchange Commission.
ERNST & YOUNG LLP
Cleveland, Ohio
December 21, 1999
<PAGE> 1
Exhibit 24
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors
of The Lamson & Sessions Co., an Ohio corporation (the "Company"), hereby
constitutes and appoints John B. Schulze and James J. Abel, and each of them,
his true and lawful attorney or attorneys-in-fact, with full power of
substitution and revocation, for him and in his name, place, and stead, to sign
on his behalf as a director of the Company a Registration Statement pursuant to
the Securities Act of 1933 on Form S-8 concerning certain Common Shares of the
Company to be offered in connection with the Company's Nonemployee Directors
Stock Option Plan (As Amended and Restated as of April 23, 1999), and to sign
any and all amendments or post-effective amendments to such Registration
Statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission or any
state regulatory authority, granting unto said attorney or attorneys-in-fact,
and each of them, 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 they might or could do in person, hereby
ratifying and confirming all that said attorney or attorneys-in-fact or any of
them or the substitutes may lawfully do or cause to be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned have hereunto set their hands as of
the 16th day of December, 1999.
/s/ James T. Bartlett /s/ George R. Hill
- ----------------------------- ------------------------------------
James T. Bartlett George R. Hill
Director Director
/s/ Francis H. Beam, Jr. /s/ A. Malachi Mixon, III
- ----------------------------- ------------------------------------
Francis H. Beam, Jr. A. Malachi Mixon, III
Director Director
/s/ William H. Coquillette /s/ John C. Morley
- ----------------------------- ------------------------------------
William H. Coquillette John C. Morley
Director Director
/s/ Martin J. Cleary /s/ D. Van Skilling
- ----------------------------- ------------------------------------
Martin J. Cleary D. Van Skilling
Director Director
/s/ John C. Dannemiller
- -----------------------------
John C. Dannemiller
Director
