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Registration No. ___________________
As filed with the Securities and Exchange Commission on November 15, 2000
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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LINCOLN ELECTRIC HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
OHIO 34-1860551
(State of Incorporation) (I.R.S. Employer Identification No.)
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22801 Saint Clair Avenue, Cleveland, Ohio 44117-1199
(Address and Zip Code of Principal Executive Offices)
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LINCOLN ELECTRIC HOLDINGS, INC. STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
(Full title of the plan)
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Frederick G. Stueber, Esq.
Senior Vice President, General Counsel and Secretary
Lincoln Electric Holdings, Inc.
22801 Saint Clair Avenue, Cleveland, Ohio 44117-1199
(216) 481-8100
(Name and Address, including Zip Code; and Telephone Number,
Including Area Code, of Agent for Service)
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Copies to:
David P. Porter, Esq.
Jones, Day, Reavis & Pogue
901 Lakeside Avenue, Cleveland, Ohio 44114
(216) 586-3939
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=========================== ======================== ========================= ========================= ========================
Proposed Proposed maximum
Title of securities to Amount to be maximum offering price aggregate offering Amount of
be registered registered per share price registration fee
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<S> <C> <C> <C> <C>
Common Stock, without
par value 500,000 (1) $17.5625 (2) $8,781,250.00 (2) $2,318.25
=========================== ======================== ========================= ========================= ========================
</TABLE>
(1) Pursuant to Rule 416 of the Securities Act of 1933, this Registration
Statement also covers such additional Common Stock, without par value
("Common Shares"), as may become issuable under the anti-dilution
provisions of the Lincoln Electric Holdings, Inc. Stock Option Plan for
Non-Employee Directors (the "Plan").
(2) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(c) and (h) under the Securities Act of 1933, as
amended, on the basis of the average of the high and low sale prices
for Common Shares on The NASDAQ Stock Market, Inc. on November 8, 2000.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing the information specified in this Part I
will be sent or given to participants as specified by Rule 428(b)(1) of the
Securities Act of 1933, as amended. These documents and the documents
incorporated by reference into this Registration Statement pursuant to Item 3 of
Part II of this Registration Statement, taken together, constitute a prospectus
that meets the requirements of Section 10(a) of the Securities Act of 1933, as
amended.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by Lincoln Electric Holdings, Inc.
("Registrant") are incorporated herein by reference and deemed to be part
hereof, except to the extent that any statement or information therein is
modified, superseded or replaced by a statement or information contained in any
other subsequently filed document incorporated herein by reference:
(1) the Registrant's Annual Report on Form 10-K for the year ended
December 31, 1999.
(2) the Registrant's Quarterly Reports on Form 10-Q for the
quarters ended March 31, June 30 and September 30, 2000.
(3) the description of the Common Shares included in the
Registrant's Registration Statement on Form S-4 (Registration
No. 333-50435), and all amendments and reports filed for the
purpose of updating that description.
All documents subsequently filed by the Registrant or the Plan
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934 prior to the filing of a post-effective amendment which indicates that
all securities offered have been sold or which deregisters all securities then
remaining unsold shall be deemed to be incorporated herein by reference and
shall be deemed a part hereof from the date of the filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the shares being registered has been passed upon
by Frederick G. Stueber, Senior Vice President, General Counsel and Secretary of
the Registrant. Mr. Stueber is not eligible to participate in the Plan.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 1701.13(E) of the Ohio Revised Code empowers a corporation
to indemnify persons serving as its directors and officers (or serving at the
request of the corporation in such capacity for another corporation) against
expenses incurred in connection with actions, suits or proceedings relating to
the fact that such persons were serving as directors or officers of such
corporation. Article IV of the Registrant's Code of Regulations provides for
indemnification of directors, officers and others and the purchase and
maintenance of liability insurance by the Registrant, as follows:
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ARTICLE IV
Indemnification and Insurance
Section 1. INDEMNIFICATION. (a) The Corporation shall
indemnify any person who was or is a party or is threatened to be made
a party, to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative,
by reason of the fact that he is or was a Director, officer, employee
or agent of the Corporation, or is or was serving at the request of the
Corporation as a Director, trustee, officer, employee or agent of
another corporation, domestic or foreign, nonprofit or for profit,
partnership, joint venture, trust or other enterprise, to the full
extent permitted from time to time under the laws of the State of Ohio;
provided, however, that the Corporation shall indemnify any such agent
(as opposed to any Director, officer or employee) of the Corporation to
an extent greater than that required by law only if and to the extent
that the Directors may, in their discretion, so determine.
(b) The indemnification authorized by this Article shall not be
exclusive of, and shall be in addition to, any other rights
granted to those seeking indemnification hereunder or under
the Articles or any agreement, vote of shareholders or
disinterested Directors, or otherwise, both as to action in
his official capacity and as to action in another capacity
while holding such office, and shall continue as to a person
who has ceased to be a Director, trustee, officer, employee or
agent and shall inure to the benefit of the heirs, executors
and administrators of such a person.
(c) No amendment, termination or repeal of this Article IV shall
affect or impair in any way the rights of any Director or
officer of the Corporation to indemnification under the
provisions hereof with respect to any action, suit or
proceeding arising out of, or relating to, any actions,
transactions or facts occurring prior to the final adoption of
such amendment, termination or repeal.
Section 2. LIABILITY INSURANCE. The Corporation may purchase
and maintain insurance or furnish similar protection, including but not
limited to trust funds, letters of credit or self-insurance, on behalf
of or for any person who is or was a Director, officer, employee or
agent of the Corporation, or is or was serving at the request of the
Corporation as a Director, trustee, officer, employee or agent of
another corporation, domestic or foreign, nonprofit or for profit,
partnership, joint venture, trust or other enterprise, against any
liability asserted against him and incurred by him in any such
capacity, or arising out of his status as such, whether or not the
Corporation would have the power to indemnify him against such
liability under this Article. Insurance may be purchased from or
maintained with a person in which the Corporation has a financial
interest.
The Registrant has purchased directors and officers liability insurance that
provides for indemnification of directors and officers against certain
liabilities. The Registrant also has entered into indemnification agreements
with its directors and officers that would require the Registrant, subject to
any limitations on the maximum permissible indemnification that may exist at
law, to indemnify a director or officer for claims that arise because of his
capacity as a director or officer.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
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ITEM 8. EXHIBITS.
4(a) Registrant's Amended Articles of Incorporation filed on
April 18, 1998 as Annex B to the Registrant's Registration
Statement on Form S-4 (Registration No. 333-50435), and
incorporated herein by reference.
4(b) Lincoln Electric Holdings, Inc. Stock Option Plan for
Non-Employee Directors filed on May 12, 2000 as Exhibit
10(p) to the Registrant's Quarterly Report on Form 10-Q for
the quarter ended March 31, 2000, and incorporated herein
by reference.
5 Opinion of Frederick G. Stueber
23(a) Consent of Frederick G. Stueber (included in Exhibit 5)
23(b) Consent of Ernst & Young LLP
24 Power of Attorney
ITEM 9 UNDERTAKINGS.
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;
(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 (1)(i) and (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 Securities Exchange Act
of 1934 that are incorporated by reference in the
Registration Statement.
(2) That, for the 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 bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered that
remain unsold at the termination of the offering.
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(4) 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 Section 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 in the initial bona fide offering
thereof.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
except as to certain insurance policies, 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 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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, Lincoln Electric Holdings, Inc. certifies that it has reasonable
grounds to believe that it meets all of the requirements for filing this
Registration Statement 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 this 15th day of
November, 2000.
LINCOLN ELECTRIC HOLDINGS, INC.
/s/ Frederick G. Stueber
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Frederick G. Stueber
Senior Vice President, General Counsel
and Secretary
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Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following persons in
the capacities indicated as of November 15, 2000.
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<S> <C>
/s/ Anthony A. Massaro* Chairman of the Board, President, Chief Executive Officer
----------------------------------------------------- and Director
Anthony A. Massaro
/s/ John M. Stropki, Jr.* Executive Vice President; President, North America and
----------------------------------------------------- Director
John M. Stropki, Jr.
/s/ H. Jay Elliott* Senior Vice President, Chief Financial Officer and
----------------------------------------------------- Treasurer
H. Jay Elliott
/s/ Harry Carlson* Director
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Harry Carlson
/s/ David H. Gunning* Director
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David H. Gunning
/s/ Edward E. Hood, Jr.* Director
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Edward E. Hood, Jr.
/s/ Paul E. Lego* Director
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Paul E. Lego
/s/ David C. Lincoln* Director
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David C. Lincoln
/s/ G. Russell Lincoln* Director
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G. Russell Lincoln
/s/ Kathryn Jo Lincoln* Director
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Kathryn Jo Lincoln
/s/ Henry L. Meyer III* Director
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Henry L. Meyer III
/s/ Frank L. Steingass* Director
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Frank L. Steingass
</TABLE>
*The undersigned, by signing his name hereto, does sign and execute
this Registration Statement on Form S-8 pursuant to a Power of Attorney executed
on behalf of the above-named officers and directors of Lincoln Electric
Holdings, Inc. and filed herewith as Exhibit 24 on behalf of Lincoln Electric
Holdings, Inc. and each such person.
By: /s/ Frederick G. Stueber
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Frederick G. Stueber, Attorney-in-fact
November 15, 2000
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EXHIBIT INDEX
Exhibit Number Description of Exhibit
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4(a) Registrant's Amended Articles of Incorporation filed on
April 18, 1998 as Annex B to the Registrant's Registration
Statement on Form S-4 (Registration No. 333-50435), and
incorporated herein by reference.
4(b) Lincoln Electric Holdings, Inc. Stock Option Plan for
Non-Employee Directors filed on May 12, 2000 as Exhibit
10(p) to the Registrant's Quarterly Report on Form 10-Q for
the quarter ended March 31, 2000, and incorporated herein
by reference.
5 Opinion of Frederick G. Stueber
23(a) Consent of Frederick G. Stueber (included in Exhibit 5)
23(b) Consent of Ernst & Young LLP
24 Power of Attorney
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