Registration No. 33-
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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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LINDBERG CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 36-1391480
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
6133 N. River Road
Suite 700
Rosemont, Illinois 60018
(Address of Principal Executive Offices)
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1991 STOCK OPTION PLAN FOR KEY EMPLOYEES
(Full title of the plan)
STEPHEN S. PENLEY
Senior Vice President-Finance, Chief Financial Officer
LINDBERG CORPORATION
6133 N. River Road
Suite 700
Rosemont, Illinois 60018
(708) 823-2021
(Name, address and telephone number of agent for service)
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Amount Maximum Maximum Amount of
Securities to to be Offering Price Aggregate Registration
be Registered Registered (1) Per Share (2) Offering Price (2) Fee
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Common Stock 375,000 $6.50 $2,437,500 $840.52
$2.50 par
value
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(1) The registration statement also includes an indeterminable number of
additional shares that may become issuable pursuant to the antidilution
adjustment provisions of the plan.
(2) In accordance with Rule 457, estimated solely for the purpose of
calculating the registration fee, on the basis of the average of the
high and low sale prices of the registrant's common stock reported on the
NASDAQ National Market System on June 14, 1995, as reported in the
THE WALL STREET JOURNAL (Midwest Edition).
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The contents of registration statement No. 33-47323 covering shares to be issued
upon exercise of stock options granted under the 1991 Stock Option Plan for Key
Employees and the 1991 Stock Option Plan for Directors are incorporated herein
by reference, except as indicated below:
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 5. Interests of Named Experts and Counsel
Not applicable.
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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, or amendment thereto, to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Rosemont, State of Illinois on June
16, 1995.
LINDBERG CORPORATION
By: Leo G. Thompson
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Leo G. Thompson
President and Chief Executive
Officer
Pursuant to the requirements of the Securities of 1933, this registration
statement, or amendment thereto, has been signed by the following persons in the
capacities and on the date indicated.
Signature Title Date
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Leo G. Thompson
- ------------------------ Director, President and Chief
Leo G. Thompson Executive Officer (Principal
Executive Officer) )
Stephen S. Penley
- ------------------------ Senior Vice President-Finance, Chief
Stephen S. Penley Financial Officer, Secretary and
Treasurer (Principal Financial and
Accounting Officer) )
George H. Bodeen
- ------------------------ Director )
George H. Bodeen
June 16, 1995
Raymond f. Decker
- ------------------------ Director )
Raymond F. Decker
John W. Puth
- ------------------------ Director )
John W. Puth
J. Thomas Schanck
- ------------------------ Director )
J. Thomas Schanck
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LINDBERG CORPORATION
EXHIBIT INDEX
Number and Description of Exhibit
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4.1 Amended and Restated Credit Agreement between the Registrant and two
Commercial banks dated April 28, 1994 (incorporated by reference to
Exhibit 4.2 to Registrant's Annual Report on Form 10-K for the year
ended December 31, 1994, Commission file no. 0-8287)
5 Opinion of Bell, Boyd & Lloyd
15 None
23.1 Consent of Arthur Andersen LLP, as independent auditors
23.2 Consent of Bell, Boyd & Lloyd (Included in Exhibit 5)
24 None
28 None
99 None
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Exhibit 5
Bell, Boyd & Lloyd
70 West Madison Street, Suite 3300
Chicago, Illinois 60602-4207
June 15, 1995
Lindberg Corporation
6133 North River Road
Suite 700
Rosemont, Illinois 60018
Registration Statement on Form S-8
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Ladies and Gentlemen:
In connection with the registration statement on Form S-8 of Lindberg
Corporation, a Delaware corporation (the "Company"), which covers 375,000 shares
of common stock, $2.50 par value, of the Company (the "Shares") offered upon
exercise of options under the Company's 1991 Stock Option Plan for Key Employees
(the "Plan"), we have examined originals, or copies certified or otherwise
identified to our satisfaction, of the Plan and such other documents, corporate
and other records, certificates and other papers as we deemed it necessary to
examine for the purpose of this opinion.
Based on such examination, it is our opinion that:
1. The Company is a corporation duly organized and legally existing
under the laws of the State of Delaware.
2. The Company has taken all action necessary to authorize (i) the
Plan, (ii) the granting of options pursuant to the Plan, and (iii) the issuance
of the Shares in accordance with the Plan and upon the exercise of options
granted pursuant to them.
3. Such of the 375,000 Shares as may be issued in accordance with the
Plan and upon the exercise of options granted pursuant to the Plan will, upon
such issuance, constitute legally issued, fully paid and nonassessable shares of
common stock, $2.50 par value, of the Company.
We hereby consent to the filing of this opinion as an exhibit to the
registration statement for the registration under the Securities Act of 1933 of
the Shares. In giving this consent we do not admit that we are within the
category of persons whose consent is required by Section 7 of the Securities Act
of 1933.
Very truly, yours,
BELL, BOYD & LLOYD
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Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
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As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated January 20, 1995
included in Lindberg Corporation's Form 10-K for the year ended December 31,
1994 and to all references to our Firm included in this registration statement.
Arthur Andersen LLP
Chicago, Illinois
June 12, 1995
