Registration No. 333-_________
As filed with the Securities and Exchange Commission on May ___, 2000
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
__________________
THE MANITOWOC COMPANY, INC.
(Exact name of registrant as specified in its charter)
WISCONSIN 39-0448110
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
500 South 16th Street
P.O. Box 66
Manitowoc, Wisconsin 54221-0066
(Address of Principal Executive (Zip Code)
Offices)
_______________
THE MANITOWOC COMPANY, INC.
1999 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
(Full title of the plan)
___________________
MAURICE JONES, ESQ.
General Counsel Copy to:
The Manitowoc Company, Inc. FREDRICK G. LAUTZ, ESQ.
500 South 16th Street Quarles & Brady LLP
P.O. Box 66 411 East Wisconsin Avenue
Manitowoc, Wisconsin 54221-0066 Milwaukee, Wisconsin 53202-4497
(Name and address of agent for service)
(920) 684-4410
(Telephone number, including area code, of agent for service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
PROPOSED
MAXIMUM PROPOSED MAXIMUM
AMOUNT TO BE OFFERING AGGREGATE AMOUNT OF
TITLE OF SECURITIES TO BE REGISTERED PRICE OFFERING PRICE REGISTRATION
REGISTERED PER SHARE FEE
<S> <C> <C> <C> <C>
Common Stock, $0.01 par 187,500 (1) (2)(3) $6,304,687.50 (2) $1,664.44
value per share
<FN>
(1) The Plan provides for the possible adjustment of the number,
price and kind of shares covered by options granted or to be
granted in the event of certain capital or other changes
affecting the Registrant's Common Stock. This Registration
Statement therefore covers, in addition to the above-stated
187,500 shares, an indeterminate number of shares that may become
subject to the Plan by reason of any such adjustment.
(2) Pursuant to Rule 457(h), estimated solely for the purpose of
computing the registration fee, based upon 187,500 shares of
Common Stock available to be issued under the 1999 Non-Employee
Director Stock Option Plan, at $33.625 per share, which is the
average of the high and low sales prices of the Registrant's
Common Stock on the New York Stock Exchange Composite Tape on May
9, 2000, as reported in the Wall Street Journal.
(3) In accordance with the terms of the Plan, the actual offering
price of each share of Registrant's Common Stock covered by an
option shall be 100% of the Fair Market Value of such stock on
the date the option is granted.
</TABLE>
=======================================================================
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Information specified in Part I of Form S-8 (Items 1 and 2) will
be sent or given to Plan participants as specified by Rule 428(b)(1)
under the Securities Act of 1933.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents have been previously filed by The
Manitowoc Company, Inc. (the "Registrant") (Commission File No. 001-
11978) with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Exchange Act of 1934 (the "1934 Act") and
are incorporated by reference:
(a) the Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1999;
(b) the description of the Registrant's Common Stock contained in
Item 1 of the Registrant's Registration Statement on Form 8-A,
and any amendment or report filed for the purpose of updating
such description; and
(c) the description of the Registrant's Common Stock Purchase Rights
contained in Item 1 of the Registrant's Registration Statement on
Form 8-A, and any amendment or report filed for the purpose of
updating such description.
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act, prior to the
filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated
by reference herein and to be a part hereof from the date of the
filing of such documents.
Any statement contained in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or
superseded for purposes hereof to the extent that a statement
contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies
or supersedes such statement. Any statement so modified or
superseded shall not be deemed, except as so modified or superseded,
to constitute a part hereof.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable. See Item 3(c) above.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
The Registrant is incorporated under the Wisconsin Business
Corporation Law ("WBCL"). Under Section 180.0851(1) of the WBCL, the
Registrant is required to indemnify a director or officer, to the
extent such person is successful on the merits or otherwise in the
defense of a proceeding, for all reasonable expenses incurred in the
proceeding if such person was a party because he or she was a
director or officer of the Registrant. In all other cases, the
Registrant is required by Section 180.0851(2) to indemnify a director
or officer against liability incurred in a proceeding to which such
person was a party because he or she was a director or officer of the
Registrant, unless it is determined that he or she breached or failed
to perform a duty owed to the Registrant and the breach or failure to
perform constitutes: (i) a willful failure to deal fairly with the
Registrant or its shareholders in connection with a matter in which
the director or officer has a material conflict of interest; (ii) a
violation of criminal law, unless the director or officer had
reasonable cause to believe his or her conduct was lawful or no
reasonable cause to believe his or her conduct was unlawful; (iii) a
transaction from which the director or officer derived an improper
personal profit; or (iv) willful misconduct. Section 180.0858
provides that, subject to certain limitations, the mandatory
indemnification provisions do not preclude any additional right to
indemnification or allowance of expenses that a director or officer
may have under the Registrant's Articles of Incorporation, Bylaws,
any written agreement between the director or officer and the
Registrant or a resolution of the Board of Directors or shareholders.
Section 180.0859 of the WBCL provides that it is the public
policy of the State of Wisconsin to require or permit
indemnification, allowance of expenses and insurance to the extent
required or permitted under Sections 180.0850 to 180.0858 of the
WBCL, for any liability incurred in connection with a proceeding
involving a federal or state statute, rule or regulation regulating
the offer, sale or purchase of securities.
Section 180.0828 of the WBCL provides that, with certain
exceptions, a director is not liable to a corporation, its
shareholders, or any person asserting rights on behalf of the
corporation or its shareholders, for damages, settlements, fees,
fines, penalties or other monetary liabilities arising from a breach
of, or failure to perform, any duty resulting solely from his or her
status as a director, unless the person asserting liability proves
that the breach or failure to perform constitutes any of the four
exceptions to mandatory indemnification under Section 180.0851(2)
referred to above.
Under Section 180.0833 of the WBCL, directors of the Registrant
against whom claims are asserted with respect to the declaration of
improper dividends or distributions to shareholders or certain other
improper acts which they approved are entitled to contribution from
other directors who approved such actions and from shareholders who
knowingly accepted an improper dividend or distribution, as provided
therein.
Article IV of the Registrant's Articles of Incorporation
provides that the Registrant may indemnify any of its directors and
officers. Article IV of the Registrant's Bylaws contains provisions
that generally parallel the indemnification provisions of the WBCL
and covers certain procedural matters not dealt with in the WBCL.
The Registrant maintains a liability insurance policy for its
directors and officers as permitted by Wisconsin law which may extend
to, among other things, liability arising under the Securities Act of
1933, as amended.
The Registrant has entered into Indemnity Agreements with each
of the members of the Registrant's Board of Directors and each
executive officer of the Registrant. Pursuant to such Indemnity
Agreements, the Registrant is required to indemnify each such person
to the fullest extent permitted or required by the Wisconsin Business
Corporation Law against any liability incurred by such person in any
proceeding in which such person is a party because he is a director
or executive officer of the Registrant.
ITEM 7. EXEMPTION FROM THE REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
See Exhibit Index following Signatures page in this Registration
Statement, which Exhibit Index is incorporated herein by reference.
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 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.
Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if,
in the aggregate, the changes in volume and price represent no
more than a 20% change in the maximum aggregate offering price
set forth in the "Calculation of Registration Fee" table in the
effective 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)
of this section do not apply if the information required to be
included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with the Commission 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 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 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 the initial bona fide
offering thereof.
(h) Reference is made to the indemnification provisions
described in Item 6 of this Registration Statement.
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, 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 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, the
Registrant certifies that it has reasonable grounds to believe that it
meets all 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 Manitowoc,
State of Wisconsin, on April 12, 2000.
THE MANITOWOC COMPANY, INC.
By: /s/ Terry D. Growcock
-----------------------
Terry D. Growcock
President and Chief
Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints, Terry D. Growcock, Maurice
Jones, and E. Dean Flynn, and each of them, his true and lawful
attorneys-in-fact and agents, for him and in his name, place and stead
in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission and any other
regulatory authority, granting unto said attorneys-in-fact and agents
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 he might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and
agents may lawfully do or cause to be done by virtue thereof.
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 dates indicated.
Signature Title Date
/s/ Terry D. Growcock President,Chief Executive Officer *
- ------------------------ Director
Terry D. Growcock
/s/ Glen E. Tellock Senior Vice President & Chief Financial *
- ------------------------- Officer (Principal Financial Officer
Glen E. Tellock of the Registrant)
/s/ Maurice Jones General Counsel and Secretary
- --------------------------
Maurice Jones *
/s/ Dean H. Anderson Director *
- ---------------------------
Dean H. Anderson
/s / James P. McCann Director *
- ----------------------------
James P. McCann
/s/ George T. McCoy Director *
- -----------------------------
George T. McCoy
/s/ Guido R. Rahr, Jr Director *
- -----------------------------
Guido R. Rahr, Jr.
/s/ Gilbert F. Rankin, Jr. Director *
- -----------------------------
Gilbert F. Rankin, Jr.
/s/ Robert C. Stift Director *
- -----------------------------
Robert C. Stift
/s/ Robert S. Throop Director *
- ------------------------------
Robert S. Throop
* Each of these signatures is affixed as of April 12, 2000.
THE MANITOWOC COMPANY, INC.
(THE "REGISTRANT")
(COMMISSION FILE NO. 001-11978)
EXHIBIT INDEX
TO
FORM S-8 REGISTRATION STATEMENT
Exhibit Incorporated Filed
Number Description Herein Herewith
By
Reference To
- --------- ------------------------ ---------------------------- ----------
4.1 Amended and Exhibit 3(a) to the
Restated Articles Company's Annual Report
of Incorporation on Form 10-K for the
as amended on fiscal year ended June
November 5, 1984 29, 1985
4.2 Restated By-Laws Exhibit 3.2 to the
(as amended Company's Quarterly
through May 22, Report on Form 10-Q
1995) including for the quarter
amendment to ended June 30, 1995
Article II
changing the date
of the annual
meeting
5.1 Opinion of X
Counsel
23.1 Consent of X
Independent
Accountants
23.2 Consent of Contained in
Counsel opinion filed
as Exhibit 5.1
24.1 Powers of Signatures
Attorney page to this
Registration
Statement
99.1 The Manitowoc Exhibit 10 to the
Company, Inc. Company's Quarterly
1999 Non-Employee Report on Form 10-Q
Directors' Stock for the quarter
Option Plan ended June 30, 1999
QBMKE\4313079.1
EXHIBIT 5.1
(Form S-8)
May 12, 2000
The Manitowoc Company, Inc.
500 South 16th Street
P.O. Box 66
Manitowoc, WI 54221-0066
Ladies and Gentlemen:
We are providing this opinion in connection with the Registration
Statement of The Manitowoc Company, Inc. (the "Company") on Form S-8
(the "Registration Statement") filed under the Securities Act of 1933,
as amended (the "Act"), with respect to the proposed sale of up to
187,500 shares of Common Stock, par value $0.01 per share, of the
Company (the "Shares") pursuant to the Company's 1999 Non-Employee
Director Stock Option Plan (the "Plan").
In connection with this opinion, we have examined: (i) the
Registration Statement; (ii) the Company's Restated Articles of
Incorporation and Bylaws; (iii) the Plan; (iv) the corporate
proceedings relating to the adoption of the Plan; and (v) such other
documents and records as I have deemed necessary in order to render
this opinion. In rendering this opinion, I have relied as to certain
factual matters on certificates of officers of the Company and of
state officials.
Based upon the foregoing, it is our opinion that:
1. The Company is a corporation duly incorporated and validly
existing under the laws of the State of Wisconsin.
2. The Shares to be sold from time to time pursuant to the Plan
which are original issuance shares, when issued and paid for as
contemplated by the Registration Statement and the Plan, will be
validly issued, fully paid and nonassessable by the Company,
subject to the personal liability which may be imposed on
shareholders by Section 180.0622(2)(b) of the Wisconsin Business
Corporation Law, as judicially interpreted, for debts owing to
employees for services performed, but not exceeding six months
service in any one case.
I consent to the filing of this opinion as an Exhibit to the
Registration Statement. In giving my consent, I do not admit that I
am an "expert" within the meaning of Section 11 of the Act, or that I
come within the category of persons whose consent is required by
Section 7 of the Act.
Very truly yours,
/s/ QUARLES & BRADY LLP
-----------------------
QUARLES & BRADY LLP
EXHIBIT 23.1
CONSENT OF PRICEWATERHOUSECOOPERS LLP
We consent to incorporation by reference in this Registration
Statement on Form S-8 of The Manitowoc Company, Inc. of our report
dated January 25, 2000, except for information in Note 11, for which
the date is February 10, 2000 relating to the financial statements,
which appears in the 1999 Annual Report to Shareholders of The
Manitowoc Company, Inc., which is incorporated by reference in The
Manitowoc Company, Inc.'s Annual Report on Form 10-K for the year-
ended December 31, 1999. We also consent to the incorporation by
reference of our report dated January 25, 2000 relating to the
financial statement schedule, which appears in such Annual Report on
Form 10-K.
PricewaterhouseCoopers LLP
Milwaukee, Wisconsin
May 11, 2000
