As filed with the Securities and Exchange Commission on June 30, 2000
Registration No. 333-______
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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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THE MANITOWOC COMPANY, INC.
(Exact name of registrant as specified in its charter)
Wisconsin 39-0448110
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
500 South 16th Street
Manitowoc, Wisconsin 54221
(Address of principal executive offices) (Zip Code)
The Manitowoc Company, Inc. Retirement Savings Plan
(Full title of the plan)
Maurice D. Jones
General Counsel and Secretary Copy to:
The Manitowoc Company, Inc.
500 South 16th Street Harvey A. Kurtz
Manitowoc, Wisconsin 54221 Foley & Lardner
(414) 684-6621 777 East Wisconsin Avenue
(Name, address and telephone number, including Milwaukee, Wisconsin 53202
area code, of agent for service) (414) 271-2400
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Maximum Maximum
Securities to Amount to be Offering Price Aggregate Amount of
be Registered Registered(1) Per Share Offering Price Registration Fee
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Common Stock
$.01 par value 150,000 Shares $29.72 $4,458,000 $1,177
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Common Stock
Purchase Rights 150,000 Rights (2) (2) (2)
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(1) Estimated pursuant to Rule 457(c) and (h) under the Securities Act of 1933
solely for the purpose of calculating the registration fee based on the
average of the high and low prices for The Manitowoc Company, Inc. Common
Stock as reported on The New York Stock Exchange on June 21, 2000.
(2) The value attributable to the Common Stock Purchase Rights is reflected in
the market price of the Common Stock to which the Rights are attached.
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the Retirement Savings Plan described
herein.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document or documents containing the information specified in Part
I are not required to be filed with the Securities and Exchange Commission (the
"Commission") as part of this Form S-8 Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by The Manitowoc Company, Inc. (the
"Company") or The Manitowoc Company, Inc. Retirement Savings Plan (the "Plan")
with the Commission are hereby incorporated herein by reference:
1. The Company's Annual Report on Form 10-K for the year ended
December 31, 1999, which includes certified financial statements as of and for
the year ended December 31, 1999.
2. The Plan's Annual Report on Form 11-K for the year ended
December 31, 1999.
3. All other reports filed by the Company or the Plan pursuant to
Section 13(a) or 15 (d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), since December 31, 1999.
4. The description of the Company's Common Stock contained in Item 1
of the Company's Registration Statement on Form 8-A filed with the Commission
pursuant to Section 12 of the Exchange Act, and any amendments or reports filed
for the purpose of updating such description.
5. The description of the Company's Common Stock Purchase Rights
contained in Item 1 of the Company's Registration Statement on Form 8-A filed
with the Commission pursuant to Section 12 of the Exchange Act, and any
amendments or reports filed for the purpose of updating such description.
All documents subsequently filed by the Company or the Plan pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of
filing of this Registration Statement and prior to such time as the Company
files a post-effective amendment to this Registration Statement 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
in this Registration Statement and to be a part hereof from the date of filing
of such documents.
Item 4. Description of Securities.
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Not applicable.
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Item 5. Interests of Named Experts and Counsel.
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Not applicable.
Item 6. Indemnification of Directors and Officers.
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Pursuant to the Wisconsin Business Corporation Law and the Company's
By-laws, directors and officers of the Company are entitled to mandatory
indemnification from the Company against certain liabilities (which may include
liabilities under the Securities Act of 1933) and expenses (i) to the extent
such officers or directors are successful in the defense of a proceeding and
(ii) in proceedings in which the director or officer is not successful in
defense thereof, unless it is determined that the director or officer breached
or failed to perform his or her duties to the Company and such breach or failure
constituted: (a) a willful failure to deal fairly with the Company or its
shareholders in connection with a matter in which the director or officer had a
material conflict of interest; (b) a violation of the criminal law, unless the
director or officer had reasonable cause to believe his or her conduct was
lawful or had no reasonable cause to believe his or her conduct was unlawful;
(c) a transaction from which the director or officer derived an improper
personal profit; or (d) willful misconduct. It should be noted that the
Wisconsin Business Corporation Law specifically states that it is the public
policy of Wisconsin to require or permit indemnification in connection with a
proceeding involving securities regulation, as described therein, to the extent
required or permitted as described above. Additionally, under the Wisconsin
Business Corporation Law, directors of the Company are not subject to personal
liability to the Company, its shareholders or any person asserting rights on
behalf thereof for certain breaches or failures to perform any duty resulting
solely from their status as directors except in circumstances paralleling those
in subparagraphs (a) through (d) outlined above.
Expenses for the defense of any action for which indemnification may
be available may be advanced by the Company under certain circumstances.
The indemnification provided by the Wisconsin Business Corporation Law
and the Company's By-laws is not exclusive of any other rights to which a
director or officer may be entitled.
The Company 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 Registration Claimed.
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Not Applicable.
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Item 8. Exhibits.
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The following exhibits have been filed (except where otherwise
indicated) as part of this Registration Statement:
Exhibit No. Exhibit
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(4.1) Restated Articles of Incorporation of The Manitowoc Company,
Inc. [Incorporated by reference to Exhibit 3(a) to the The
Manitowoc Company, Inc.'s Annual Report on Form 10-K for the
fiscal year ended June 29, 1985] By-laws of The Manitowoc
Company, Inc., as amended
(4.2) [Incorporated by reference to Exhibit 3.2 to the Company's
Quarterly Report on Form 10-Q for the quarter ended June 30,
1995]
(4.3) Rights Agreement, dated August 5, 1996 between The Manitowoc
Company, Inc. and First Chicago Trust Company of New York
[Incorporated by reference to Exhibit 4 to the The Manitowoc
Company, Inc.'s Current Report on Form 8-K filed on August
5, 1996]
(4.4) The Manitowoc Company, Inc. Retirement Savings Plan.
(5) Opinion of Foley & Lardner
(23.1) Consent of PricewaterhouseCoopers LLP
(23.2) Consent of Foley & Lardner (contained in Exhibit (5) hereto)
(24) Power of Attorney relating to subsequent amendments
(included on the signature page to this Registration
Statement)
Item 8. Undertakings.
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(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, as amended;
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<PAGE>
(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, represents 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 with or furnished to the
Securities and Exchange Commission by the Registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934, as amended, that are
incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, as amended, each such post-effective
amendment shall be deemed to be a new Registration Statement relating
to the securities offered herein, 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, as amended, 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 this Registration Statement shall be
deemed to be a new Registration Statement relating to the securities
offered herein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under
the Securities Act of 1933, as amended, 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.
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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 Manitowoc, State of Wisconsin, on June 26, 2000.
THE MANITOWOC COMPANY, INC.
By:/s/ Terry D. Growcock
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Terry D. Growcock
President and Chief Executive Officer
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated. Each person whose signature appears below
constitutes and appoints Terry D. Growcock, Maurice Jones and E. Dean Flynn, and
each of them, his or her true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for him or her and in his or her 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, granting unto each said
attorney-in-fact and agent, full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully as he or she
might or could do in person, hereby ratifying and confirming all that each said
attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof.
Signature Title Date
--------- ----- ----
/s/ Terry D. Growcock President, Chief Executive Officer June 26, 2000
Terry D. Growcock and Director (Principal Executive
Officer)
/s/ Glen E. Tellock Vice President and Chief Financial June 26, 2000
-------------------------- Officer (Principal Financial and
Glen E. Tellock Accounting Officer)
/s/ Gilbert F. Rankin, Jr. Director June 26, 2000
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Gilbert F. Rankin, Jr.
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/s/ George T. McCoy Director June 26, 2000
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George T. McCoy
/s/ Daniel W. Duval Director June 26, 2000
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Daniel W. Duval
/s/ James P. McCann Director June 26, 2000
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James P. McCann
/s/ Dean H. Anderson Director June 26, 2000
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Dean H. Anderson
/s/ Robert S. Throop Director June 26, 2000
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Robert S. Throop
/s/ Robert S. Stift Director June 26, 2000
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Robert S. Stift
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<PAGE>
EXHIBIT INDEX
THE MANITOWOC COMPANY, INC.
RETIREMENT SAVINGS PLAN
Exhibit No. Exhibit
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(4.1) Restated Articles of Incorporation of The Manitowoc Company,
Inc. [Incorporated by reference to Exhibit 3(a) to the The
Manitowoc Company, Inc.'s Annual Report on Form 10-K for the
fiscal year ended June 29, 1985]
(4.2) By-laws of The Manitowoc Company, Inc., as amended
[Incorporated by reference to Exhibit 3.2 to the Company's
Quarterly Report on Form 10-Q for the quarter ended June 30,
1995]
(4.3) Rights Agreement, dated August 5, 1996 between The Manitowoc
Company, Inc. and First Chicago Trust Company of New York
[Incorporated by reference to Exhibit 4 to the The Manitowoc
Company, Inc.'s Current Report on Form 8-K filed on August
5, 1996]
(4.4) The Manitowoc Company, Inc. Retirement Savings Plan.
(5) Opinion of Foley & Lardner
(23.1) Consent of PricewaterhouseCoopers LLP
(23.2) Consent of Foley & Lardner (contained in Exhibit (5) hereto)
(24) Power of Attorney relating to subsequent amendments
(included on the signature page to this Registration
Statement)
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