As filed with the Securities and Exchange Commission on May 7, 1998
Registration No. ________________
______________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
_______________________________
AEROQUIP-VICKERS, INC.
(Exact Name of Registrant as Specified in Its Charter)
OHIO 34-4288310
(State or Other Jurisdiction (I.R.S. Employer Identification No.)
of Incorporation or Organization)
3000 Strayer, Maumee, Ohio 43537-0050
(Address of Principal Executive Offices Including Zip Code)
AEROQUIP-VICKERS, INC.
1998 STOCK INCENTIVE PLAN
(Full Title of the Plan)
James E. Kline
Vice President and General Counsel
Aeroquip-Vickers, Inc.
3000 Strayer
Maumee, Ohio 43537-0050
(Name and Address of Agent For Service)
(419) 867-2200
(Telephone Number, Including Area Code, of Agent For Service)
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CALCULATION OF REGISTRATION FEE
==============================================================================
Proposed Proposed
Title of Maximum Maximum Aggregate Amount of
Securities to Amount to be Offering Price Offering Registration
be Registered Registered Per Share (1) Price (1) Fee
______________________________________________________________________________
Common Shares, 1,800,000 $62.78 $113,004,000.00 $34,244.00
$5 par value
per share
==============================================================================
(1) Estimated solely for calculating the amount of the registration fee,
pursuant to paragraphs (c) and (h) of Rule 457 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 April 30, 1998, within five business days prior to filing.
This document contains 13 pages.
The Exhibit Index appears on page 9.
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Part II
Item 3. Incorporation of Documents by Reference
The following documents previously filed by Aeroquip-Vickers, Inc.,
formerly named TRINOVA Corporation (the "Registrant"), with the Securities and
Exchange Commission (the "Commission") are incorporated herein by reference:
(1) the Annual Report on Form 10-K for the fiscal year ended December 31,
1997; (2) the description of the Registrant's Common Shares, par value $5 per
share (the "Common Shares") contained in the Registration Statement filed with
the Commission pursuant to Section 12 of the Securities Exchange Act of 1934
(the "Exchange Act") for purposes of registering such securities thereunder,
and any amendments and reports filed for the purpose of updating that
description; and (3) the description of the Registrant's Common Share Rights
contained in the Registration Statement on Form 8-A filed January 27, 1989.
All documents subsequently filed by the Registrant 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 have
been sold or which de-registers all securities then remaining unsold shall be
deemed to be incorporated herein by reference and to be part hereof from the
date of filing of such documents.
Item 4. Description of Securities
Not Applicable.
Item 5. Interests of Named Experts and Counsel
The legal opinion included herewith regarding the legality of the Common
Shares registered hereby is given by James E. Kline, Vice President and
General Counsel of the Registrant. Beside being an officer and employee of
the Registrant, Mr. Kline has beneficial ownership of 19,008 Common Shares of
the Registrant.
Item 6. Indemnification of Directors and Officers
Under Article IV of the Registrant's Amended Code of Regulations, by
authority of Section 1701.13(E) of the Ohio Revised Code, the Registrant is
obligated to indemnify directors, officers and salaried employees against
liabilities, fines, penalties or amounts paid in settlement actually and
reasonably incurred in connection with the defense of any pending or
threatened action, suit or proceeding to which they are or may be a party by
reason of service to or at the request of the Registrant provided that they
acted in good faith and in a manner reasonably believed to be in or not
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opposed to the best interests of the Registrant and, for certain claims, that
certain other determinations have been made. A copy of the Amended Code of
Regulations was filed as an Exhibit 3 to the Registrant's Annual Report on
Form 10-K for the year ended December 31, 1997 and is incorporated herein by
reference. Section 1701.13(E) of the Ohio Revised Code itself provides for
mandatory indemnification of directors and officers of an Ohio corporation
under certain circumstances.
The Registrant also maintains directors' and officers' liability
insurance which pays, subject to policy limitations and retentions, for loss
arising from any claim against a director or officer of the Registrant or any
of its wholly-owned subsidiaries by reason of a wrongful act done in his or
her respective capacity, including breaches of duty, neglect, errors,
misstatements, misleading statements and omissions. An act brought about or
contributed to by dishonesty is excluded, as is an accounting for profits made
from the purchase or sale of the Registrant's securities within the meaning of
Section 16(b) of the Securities Exchange Act of 1934.
Item 7. Exemption from Registration Claims
Not Applicable.
Item 8. Exhibits
4(a) Amended Articles of Incorporation (amended April 17, 1997)
of the Registrant (filed as Exhibit 3 to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended March 31, 1997
and incorporated herein by reference).
4(b) Amended Code of Regulations (amended April 21, 1988) of the
Registrant (filed as Exhibit 3 to the Registrant's Annual Report
on Form 10-K for the year ended December 31, 1997 and incorporated
herein by reference).
4(c) Aeroquip-Vickers, Inc. 1998 Stock Incentive Plan (filed as
Appendix A to the definitive Proxy Statement of the Registrant
filed March 10, 1998 for the Registrant's Annual Meeting of
Shareholders held April 16, 1998, which Appendix A is incorporated
herein by reference).
4(d) Rights Agreement, dated January 26, 1989, by and between the
Registrant (formerly named TRINOVA Corporation) and First Chicago
Trust Company of New York (filed as Exhibit 2 to Form 8-A filed
January 27, 1989 and incorporated herein by reference), as amended
by the First Amendment to Rights Agreement (filed as Exhibit 5 to
Form 8 filed on July 1, 1992 and incorporated herein by
reference).
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5 Opinion as to the legality of the securities being
registered.
23(a) Consent of Independent Auditors.
23(b) The consent of counsel concerning use of the legal opinion
as an exhibit to this Registration Statement is included in the
opinion filed herewith as Exhibit 5.
24 Power of Attorney.
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;
(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 (a)(1)(i) and
(a)(1)(ii) do 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 Exchange Act
that are incorporated by reference in the Registration
Statement.
(2) That, for the purpose of determining any
liability under the Securities Act, 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.
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(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,
each filing of the Registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Exchange Act (and, where applicable,
each filing of an employee benefit plan's annual report pursuant
to Section 15(d) of the Exchange Act) 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 in the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities 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 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 of
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 Maumee, State of Ohio, on May 4,
1998.
AEROQUIP-VICKERS, INC.
By: /S/ DARRYL F. ALLEN
Darryl F. Allen, Chairman of the Board,
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 indicated on May 4, 1998.
Signature Title
/S/ DARRYL F. ALLEN Director, Chairman of the Board,
Darryl F. Allen President and Chief Executive
Officer
(Principal Executive Officer)
/S/ DAVID M. RISLEY Vice President-Finance and
David M. Risley Chief Financial Officer
(Principal Financial Officer)
/S/ GREGORY R. PAPP Corporate Controller
Gregory R. Papp (Principal Accounting Officer)
*PURDY CRAWFORD Director
Purdy Crawford
*JOSEPH C. FARRELL Director
Joseph C. Farrell
*DAVID R. GOODE Director
David R. Goode
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*PAUL A. ORMOND Director
Paul A. Ormond
*JOHN P. REILLY Director
John P. Reilly
*WILLIAM R. TIMKEN, JR. Director
William R. Timken, Jr.
*By James E. Kline, Attorney-in-fact
/S/ JAMES E. KLINE
James E. Kline, Vice President
and General Counsel
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EXHIBIT INDEX
EXHIBIT DESCRIPTION PAGE NO.
4(a) Amended Articles of Incorporation (amended Incorporated
April 17, 1997) of the Registrant (filed as herein by
Exhibit 3 to the Registrant's Quarterly Report reference
on Form 10-Q for the quarter ended March 31,
1997 and incorporated herein by reference).
4(b) Amended Code of Regulations (amended April 21, Incorporated
1988) of the Registrant (filed as Exhibit 3 herein by
to the Registrant's Annual Report on Form 10-K reference
for the year ended December 31, 1997 and
incorporated herein by reference).
4(c) Aeroquip-Vickers, Inc. 1998 Stock Incentive Incorporated
Plan (filed as Appendix A to the definitive herein by
Proxy Statement of the Registrant filed March 10, reference
1998 for the Registrant's Annual Meeting of
Shareholders held April 16, 1998, which
Appendix A is incorporated herein by reference).
4(d) Rights Agreement, dated January 26, 1989, by Incorporated
and between the Registrant (formerly named herein by
TRINOVA Corporation) and First Chicago Trust reference
Company of New York (filed as Exhibit 2 to
Form 8-A filed January 27, 1989 and incorporated
herein by reference), as amended by the First
Amendment to Rights Agreement (filed as Exhibit 5
to Form 8 filed on July 1, 1992 and incorporated
herein by reference).
5 Opinion as to the legality of the securities 10
being registered.
23(a) Consent of Independent Auditors. 12
23(b) The consent of counsel concerning use of the Incorporated
legal opinion as an exhibit to this Registration herein by
Statement is included in the opinion filed reference
herewith as Exhibit 5.
24 Power of Attorney. 13
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EXHIBIT 5
[LETTERHEAD OF AEROQUIP-VICKERS, INC.]
May 4, 1998
Board of Directors
Aeroquip-Vickers, Inc.
3000 Strayer
Maumee, OH 43537
Re: Registration Statement on Form S-8
Dear Sirs:
As Vice President and General Counsel of Aeroquip-Vickers, Inc. (the
"Company"), I have acted as counsel to the Company in connection with the
Company's preparation of a registration statement on Form S-8 (the
"Registration Statement"), filed with the Securities and Exchange Commission
under the Securities Act of 1933, as amended, to register 1,800,000 Common
Shares of the Company, $5.00 par value per share (the "Covered Shares"), that
are available for issuance under the Aeroquip-Vickers, Inc. 1998 Stock
Incentive Plan (the "Plan"). In so acting, I have supervised other members of
the Company's legal department and outside counsel who have performed work in
connection with the Registration Statement.
I and other members of the Company's legal department and such outside counsel
have examined and relied upon the originals, or copies certified or otherwise
identified to our satisfaction, of such corporate records, documents,
certificates, and other instruments, and have made such other investigations,
as in our judgment are necessary or appropriate to enable me to render the
opinion expressed below. In our examination, we have assumed the authenticity
of all documents submitted to us as originals, the conformity to original
documents of all documents submitted to us as certified or photostatic copies
and the authenticity of the originals of such copies, and the genuineness of
all signatures.
Based upon the foregoing, I am of the opinion that the Covered Shares, when
issued pursuant to the Plan, will be legally and validly issued, fully paid
and non-assessable Common Shares of the Company.
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I consent to the use of this opinion as an exhibit to the Registration
Statement.
Sincerely,
/S/ JAMES E. KLINE
James E. Kline
Vice President and General Counsel
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EXHIBIT 23(a)
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the Aeroquip-Vickers, Inc. 1998 Stock Incentive Plan
of our reports dated January 21, 1998, with respect to the consolidated
financial statements of Aeroquip-Vickers, Inc. and subsidiaries incorporated
by reference in its Annual Report (Form 10-K), for the year ended December 31,
1997 and the related financial statement schedule included therein, filed with
the Securities and Exchange Commission.
/S/ ERNST & YOUNG LLP
Toledo, Ohio
May 6, 1998
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EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors
of Aeroquip-Vickers, Inc., an Ohio corporation (the "Company"), hereby
constitutes and appoints Darryl F. Allen, James E. Kline and William R.
Ammann, and each of them, as true and lawful attorney or attorneys-in-fact for
the undersigned, 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 or Registration Statements on Form S-8
pursuant to the Securities Act of 1933 concerning certain Common Shares of the
Company to be offered in connection with the Aeroquip-Vickers, Inc. 1998 Stock
Incentive Plan, and all amendments or post-effective amendments to such
Registration Statement(s), 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 their substitute or substitutes may
lawfully do or cause to be done by virtue hereof.
This Power of Attorney may be executed in multiple counterparts, each of
which shall be deemed an original with respect to the person executing it.
IN WITNESS WHEREOF, the undersigned have hereunto set their hands as of
the 22nd day of January, 1998.
/S/ PURDY CRAWFORD /S/ PAUL A. ORMOND
Purdy Crawford Paul A. Ormond
Director Director
/S/ JOSEPH C. FARRELL /S/ JOHN P. REILLY
Joseph C. Farrell John P. Reilly
Director Director
/S/ DAVID R. GOODE /S/ WILLIAM R. TIMKEN, JR.
David R. Goode William R. Timken, Jr.
Director Director
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