Registration No.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
MODINE MANUFACTURING COMPANY
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(Exact name of issuer as specified in its charter)
Wisconsin 39-0482000
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(State of other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
1500 DeKoven Avenue, Racine, Wisconsin 53403-2552
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(Address of Principal Executive Offices) (Zip Code)
Modine Manufacturing Company 2000 Stock Option Plan
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for Non-Employee Directors
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(Full title of the plan)
W. E. Pavlick, Secretary, 1500 DeKoven Avenue, Racine, Wisconsin 53403
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(Name and address of agent for service)
(262) 636-1200
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(Telephone number, including area code, of agent for service)
Calculation of Registration Fee
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Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered Share Price Fee
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Common Stock 500,000
$0.625 par value shares $27.0625* $13,531,250* $3,572.25
* The "Proposed Maximum Offering Price Per Share" and "Proposed Maximum
Aggregate Offering Price" are based upon $27.0625 per share, the closing
price at which such stock was sold on June 20, 2000.
An Exhibit Index appears at Page 9 herein.
Page 1 of 16
<PAGE>
PART I
THE COMPANY
Modine Manufacturing Company, a Wisconsin corporation, maintains
its principal offices at 1500 DeKoven Avenue, Racine, Wisconsin 53403-
2552, telephone no. (262) 636-1200.
MODINE MANUFACTURING COMPANY 2000 STOCK OPTION PLAN
FOR NON-EMPLOYEE DIRECTORS
This registration statement pertains to 500,000 shares of the
Common stock, $0.625 par value, of Modine Manufacturing Company
pursuant to the Modine Manufacturing Company 2000 Stock Option Plan
for Non-Employee Directors (the "Plan"). The Plan was approved by the
Board of Directors of Modine Manufacturing Company (the "Company") on
May 17, 2000, effective July 1, 2000.
Directors of the Company who are not employees are eligible to
participate in the 2000 Stock Option Plan for Non-Employee Directors
which is authorized to grant non-qualified stock options through
June 30, 2010 on up to 500,000 shares of the Company's common stock.
These options are granted at 100% of the fair market value on the date
of the grant and will expire no later than ten (10) years after the
date they are granted and will terminate no later than three (3) years
after termination of director status for any reason other than death.
Within thirty (30) days after election or re-election to the Board,
each Director so elected or re-elected is automatically granted an
option for that number of shares equal to the multiple of 6,000 and
the number of years in the term to which such Director has been so
elected or re-elected. In addition, there is a one-time immediate
option grant to directors elected or re-elected in 1999 of 2,000
shares and elected or re-elected in 1998 of 1,000 shares. The Plan
may be administered by a committee of two or more Directors of the
Company if deemed necessary or advisable in order to comply with the
exemptive rules promulgated pursuant to Section 16(b) of the
Securities Exchange Act of 1934, as amended. The Board or any such
committee shall have no authority to administer the Plan with respect
to the selection of participants under the Plan or the timing,
pricing, or amounts of any grants.
This Registration Statement applies to newly issued shares and
treasury Common Shares of the Company registered for purchase under
the Plan. Purchases by the Plan of Common Stock may be from the
Company or from the open market.
Documents containing the information specified in Part I of Form
S-8 will be sent or given to participants eligible to participate in
the Plan by the Company as specified by Rule 428(b)(1), 17 C.F.R.
230.428(b)(1).
PART II
Item 3. Incorporation of Documents by Reference.
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The following documents and all documents subsequently filed by
the Company 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-
<PAGE>
effective amendment which indicates that all securities offered have
been sold or which de-registers all securities then remaining unsold,
are hereby incorporated by reference from the date of filing of such
documents:
1. The Company's 1999-2000 Annual Report on Form 10-K; and
2. The Company's Definitive Proxy Statement for the 2000 Annual
Meeting of Stockholders.
Item 6. Indemnification of Directors and Officers.
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Certain provisions of the Wisconsin Business Corporation Law,
Chapter 180 of the Wisconsin Statutes ("WBCL"), provide that the
Company will indemnify the directors and officers of the Company and
of each subsidiary company against liabilities and expenses incurred
by such person by reason of the fact that such person was serving in
such capacity, subject to certain limitations and conditions set forth
in the WBCL. The Company's By-laws also provide that the Company will
indemnify its directors and officers, and they indemnify any person
serving as a director or officer of another business entity at the
Company's request, to the extent permitted by the WBCL.
It is the public policy of the State of Wisconsin, expressed in
Section 180.0859 of the WBCL, to require or permit indemnification and
allowance of expenses for any liability incurred in connection with a
proceeding involving federal or state statutory or administrative
regulation of the offer, sale of purchase of securities, provided the
applicable requirements for indemnification and allowance of expenses
are satisfied.
The Company has purchased liability insurance policies which
indemnify the Company's directors and officers against loss arising
from claims by reason of their legal liability for acts of such
directors or officers, subject to limitations and conditions as set
forth in the policies.
Item 8. Exhibits.
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4(a) Rights Agreement dated as of October 16,
1986 between the Registrant and First
Chicago Trust Company of New York (Rights
Agent) (filed by reference to the
Registrant's Annual Report on Form 10-K
for the fiscal year ended March 31, 1997).
4(b)(i) Rights Agreement Amendment No. 1 dated
as of January 18, 1995 between the
Registrant and First Chicago Trust Company
of New York (Rights Agent) (filed by
reference to the Registrant's Annual
Report on Form 10-K for the fiscal year
ended March 31, 2000).
<PAGE>
4(b)(ii) Rights Agreement Amendment No. 2 dated
as of January 18, 1995 between the
Registrant and First Chicago Trust Company
of New York (Rights Agent) (filed by
reference to the Registrant's Annual
Report on Form 10-K for the fiscal year
ended March 31, 2000).
4(b)(iii) Rights Agreement Amendment No. 3 dated
as of October 15, 1996 between the
Registrant and First Chicago Trust Company
of New York (Rights Agent) (filed by
reference to the exhibit contained within
the Registrant's Quarterly Report on Form
10-Q dated December 26, 1996).
4(b)(iv) Rights Agreement Amendment No. 4 dated as
of November 10, 1997 between the Registrant
and Norwest Bank Minnesota, N.A., (Rights
Agent) (filed by reference to the exhibit
contained within the Registrant's Quarterly
Report on Form 10-Q dated December 26, 1997).
Note: The amount of long-term debt
----
authorized under any instrument defining
the rights of holders of long-term debt of
the Registrant, other than as noted above,
does not exceed ten percent of the total
assets of the Registrant and its
subsidiaries on a consolidated basis.
Therefore, no such instruments are
required to be filed as exhibits to this
Form. The Registrant agrees to furnish
copies of such instruments to the
Commission upon request.
*5(a) Opinion regarding legality of original
issuance securities provided by von
Briesen, Purtell & Roper, S.C.
15 Not Applicable.
*23(a) Consent of Independent Accountants,
provided by PricewaterhouseCoopers LLP
*23(b) Consent of Counsel (included in
Exhibit 5(a)).
24 Not Applicable.
*99 Official text of the Modine Manufacturing
Company 2000 Stock Option Plan for
Non-Employee Directors.
* Filed herewith
<PAGE>
Item 9. Undertakings.
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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; and
(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.
(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
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.
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 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.
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.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that is 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 Racine, State
of Wisconsin, on the 21st day of June, 2000.
MODINE MANUFACTURING COMPANY
By: D. R. JOHNSON
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D. R. Johnson, President and
Chief Executive Officer
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 date indicated.
R. T. SAVAGE June 21, 2000
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R. T. Savage, Chairman and Director Date
D. R. JOHNSON June 21, 2000
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D. R. Johnson, President, Chief Date
Executive Officer and Director
A. D. REID June 21, 2000
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A. D. Reid, Vice President, Finance Date
and Chief Financial Officer
W. E. PAVLICK June 21, 2000
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W. E. Pavlick, Senior Vice President, Date
General Counsel and Secretary
R. J. DOYLE June 21, 2000
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R. J. Doyle, Director Date
<PAGE>
F. P. INCROPERA June 21, 2000
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F. P. Incropera, Director Date
F. W. JONES June 21, 2000
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F. W. Jones, Director Date
D. J. KUESTER June 21, 2000
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D. J. Kuester, Director Date
G. L. NEALE June 21, 2000
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G. L. Neale, Director Date
M. C. WILLIAMS June 21, 2000
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M. C. Williams, Director Date
M. T. YONKER June 21, 2000
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M. T. Yonker, Director Date
<PAGE>
EXHIBIT INDEX
Sequential
Description Page No.
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4(a) Rights Agreement dated as of October 16,
1986 between the Registrant and First
Chicago Trust Company of New York (Rights
Agent) (filed by reference to the
Registrant's Annual Report on Form 10-K
for the fiscal year ended March 31, 1997).
4(b)(i) Rights Agreement Amendment No. 1 dated as
of January 18, 1995 between the Registrant
and First Chicago Trust Company of New
York (Rights Agent) (filed by reference to
the Registrant's Annual Report on Form 10-K
for the fiscal year ended March 31, 2000).
4(b)(ii) Rights Agreement Amendment No. 2 dated as of
January 18, 1995 between the Registrant and
First Chicago Trust Company of New York
(Rights Agent) (filed by reference to the
Registrant's Annual Report on Form 10-K for
the fiscal year ended March 31, 2000).
4(b)(iii) Rights Agreement Amendment No. 3 dated as of
October 15, 1996 between the Registrant and
First Chicago Trust Company of New York
(Rights Agent) (filed by reference to the
exhibit contained within the Registrant's
Quarterly Report on Form 10-Q dated
December 26, 1996).
4(b)(iv) Rights Agreement Amendment No. 4 dated as of
November 10, 1997 between the Registrant and
Norwest Bank Minnesota, N.A., (Rights Agent)
(filed by reference to the exhibit contained
within the Registrant's Quarterly Report on
Form 10-Q dated December 26, 1997).
Note: The amount of long-term debt authorized
----
under any instrument defining the rights of
holders of long-term debt of the Registrant,
other than as noted above, does not exceed ten
percent of the total assets of the Registrant
and its subsidiaries on a consolidated basis.
Therefore, no such instruments are required to
be filed as exhibits to this Form. The
Registrant agrees to furnish copies of such
instruments to the Commission upon request.
*5(a) Opinion regarding legality of original
issuance securities provided by von
Briesen, Purtell & Roper, S.C. 11
<PAGE>
Sequential
Description Page No.
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15 Not Applicable.
*23(a) Consent of Independent Accountants,
provided by PricewaterhouseCoopers LLP 12
*23(b) Consent of Counsel, incorporated by
reference to Exhibit 5(a) 11
24 Not Applicable.
*99 Official text of the Modine Manufacturing
Company 2000 Stock Option Plan for Non-
Employee Directors 13
* Filed herewith
