<PAGE> 1
As filed with the Securities and Exchange Commission on October 27, 1988
Registration No. 33-25209
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
__________________
THE LINCOLN ELECTRIC COMPANY
(Exact name of registrant as specified in its charter)
OHIO 34-0359955
(State or other jurisdiction of (I.R.S Employer
incorporation or organization) Identification No.)
__________________
22801 St. Clair Avenue
Cleveland, Ohio 44117-1199
(Address and Zip Code of Principal Executive Offices)
__________________
THE LINCOLN ELECTRIC COMPANY EMPLOYEES' STOCK PURCHASE PLAN
(Full title of the plan)
__________________
H. Jay Elliott
Vice President, Treasurer and Chief Financial Officer
22801 St. Clair Avenue
Cleveland, Ohio 44117-1199
(Name and address of agent for service)
(216) 481-8100
(Telephone number, including area code, of agent for service)
__________________
This Post-Effective Amendment is being filed solely to remove
from registration securities that were registered and
will not be issued in connection with the Registrant's offering.
This Post-Effective Amendment to the Registration Statement
shall become effective upon filing with the Securities and Exchange
Commission pursuant to Rule 464 under the Securities Act of 1933.
================================================================================
154344.1 Page 1 of 4
<PAGE> 2
TERMINATION OF REGISTRATION
---------------------------
The Lincoln Electric Company (the "Company") filed its
Registration Statement No. 33-55406 on Form S-8 (the "Registration Statement")
with the Securities and Exchange Commission on December 4, 1992, in order to
effect the registration of 50,000 of the Company's Common Shares, without par
value (the "Common Shares"), which were to be issued to certain employees under
The Lincoln Electric Company Employees' Stock Purchase Plan (the "Plan").
Pursuant to General Instruction E to Form S-8, the contents of Registration
Statement No. 33-25210 on Form S-8 (as filed by the Company on October 27,
1988) that would respond to Part I of Form S-8 as in existence at the time of
filing the Registration Statement were incorporated in the Registration
Statement by reference.
The Plan has been terminated. Pursuant to the undertaking
incorporated by reference in the Registration Statement, this Post-Effective
Amendment is being filed to remove from registration the Common Shares that
have not been issued under the Plan and, accordingly, remain unsold upon
termination of the offering pursuant to the Plan.
154344.1 Page 2 of 4
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
The Lincoln Electric Company certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing the Registration
Statement on Form S-8 and has duly caused this Post-Effective Amendment No. 1
to be signed on its behalf by the undersigned, thereunto duly authorized, in
the City of Cleveland, State of Ohio, on this 29th day of March, 1995.
THE LINCOLN ELECTRIC COMPANY
By/s/H. Jay Elliott
-----------------------------------------
H. Jay Elliott
Chief Financial Officer and Treasurer
And/s/Graham Peters
-----------------------------------------
Graham Peters
Corporate Controller, Domestic Operations
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following persons in the
capacities indicated as of March 29, 1995.
<TABLE>
<S> <C>
*Harry Carlson Vice Chairman; Director
-----------------------
Harry Carlson
*David H. Gunning Director
-----------------------
David H. Gunning
Chairman of the Board and Chief Executive
----------------------- Officer (Principal Executive Officer); Director
Donald F. Hastings
Director
-----------------------
Edward E. Hood, Jr.
Director
-----------------------
Paul E. Lego
*Hugh L. Libby Director
-----------------------
Hugh L. Libby
</TABLE>
154344.1 Page 3 of 4
<PAGE> 4
<TABLE>
<S> <C>
*David C. Lincoln Director
--------------------------
David C. Lincoln
*Emma S. Lincoln Director
--------------------------
Emma S. Lincoln
*G. Russell Lincoln Director
--------------------------
Russell Lincoln
*Frederick W. Mackenbach President and Chief Operating Officer; Director
--------------------------
Frederick W. Mackenbach
Director
--------------------------
Henry L. Meyer, III
*Lawrence O. Selhorst Director
--------------------------
Lawrence O. Selhorst
*Craig R. Smith Director
--------------------------
Craig R. Smith
*Frank L. Steingass Director
--------------------------
Frank L. Steingass
/s/H. Jay Elliott Chief Financial Officer and Treasurer
-------------------------- (Principal Financial Officer)
H. Jay Elliott
/s/Graham Peters Corporate Controller
-------------------------- (Controller)
Graham Peters
<FN>
*The undersigned by signing his name hereto, does sign and execute
this Post-Effective Amendment No. 1 pursuant to a Power of Attorney executed on
behalf of the above-indicated officers and directors of The Lincoln Electric
Company and filed previously as an Exhibit to the Registration Statement on
behalf of each such person.
</TABLE>
By/s/Donald F. Hastings
-----------------------------------
Donald F. Hastings Attorney-in-fact
March 29, 1995
154344.1 Page 4 of 4
