<PAGE> 1
As filed with the Securities and Exchange Commission on December 6, 2000
Registration No. 333-___________
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.
1998 INCENTIVE EQUITY PLAN
(AS AMENDED AND RESTATED AS OF APRIL 28, 2000)
(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)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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) 650,000 $9.31 $6,051,500 $1,597.60
</TABLE>
(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. 1998 Incentive Equity Plan (As Amended And Restated As of
April 28, 2000) (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 4, 2000 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.
Exhibit Index Appears on Page 5
Page 1 of 5 pages
<PAGE> 2
Part II
Pursuant to General Instruction E to Form S-8, the contents of
Registration Statement No. 333-61911 on Form S-8 as filed by the Registrant with
the Securities and Exchange Commission ("SEC") on August 20, 1998 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) 1998 Incentive Equity Plan (As Amended and Restated as of
April 28, 2000) (incorporated by reference to Appendix A of
the Registrant's Proxy Statement dated March 20, 2000).
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 5 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 5, 2000.
THE LAMSON & SESSIONS CO.
By: /s/ James J. Abel
-----------------------------------------------
James J. Abel
Executive Vice President, Secretary, Treasurer
and Chief Financial Officer
Page 3 of 5 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 5, 2000
------------------------- Executive Officer (Principal Executive
John B. Schulze Officer); Director
/s/ James J. Abel Executive Vice President, Secretary, December 5, 2000
------------------------- Treasurer and Chief Financial Officer;
James J. Abel (Principal Financial Officer)
/s/ Lori L. Spencer Vice President and Controller December 5, 2000
------------------------- (Principal Accounting Officer)
Lori L. Spencer
* Director December 5, 2000
-------------------------
James T. Bartlett
* Director December 5, 2000
-------------------------
Francis H. Beam, Jr.
* Director December 5, 2000
-------------------------
Martin J. Cleary
* Director December 5, 2000
-------------------------
William H. Coquillette
* Director December 5, 2000
-------------------------
John C. Dannemiller
* Director December 5, 2000
-------------------------
George R. Hill
* Director December 5, 2000
-------------------------
A. Malachi Mixon, III
* Director December 5, 2000
-------------------------
John C. Morley
* Director December 5, 2000
-------------------------
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 5, 2000 By: /s/ James J. Abel
-------------------
James J. Abel, Attorney-in-Fact
Page 4 of 5 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) 1998 Incentive Equity Plan (As Amended and Restated as of
April 28, 2000) (incorporated by reference to Appendix A of
the Registrant's Proxy Statement dated March 20, 2000).
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 5 pages
