As filed with the Securities and Exchange Commission on May 12, 1999
Registration No. 333-________
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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PAUL MUELLER COMPANY
(Exact name of Registrant as specified in its charter)
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Missouri 44-0520907
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1600 West Phelps
Springfield, Missouri 65802
(417) 831-3000
(Address, including zip code, and telephone number, including area code,
of Registrant's principal executive offices)
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PAUL MUELLER COMPANY 1999 LONG-TERM INCENTIVE PLAN
(Full Title of the Plan)
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Donald E. Golik
Senior Vice President and CFO
Paul Mueller Company
1600 West Phelps
Springfield, Missouri 65802
(417) 831-3000
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
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Copy to:
James W. Kapp, Jr., Esq.
Spencer Fane Britt & Browne LLP
1000 Walnut Street, Suite 1400
Kansas City, Missouri 64106
(816) 292-8141
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CALCULATION OF REGISTRATION FEE
Title of Amount Proposed Maximum Proposed Maximum Amount of
Securities to to be Offering Price Aggregate Registration
be Registered Registered Per Share(1) Offering Price(2) Fee
Common Stock,
$1.00 par value $36.00
per share 180,000(3) $32.5625 $5,931,375 $1,648.92
(1) Computed pursuant to Rule 457(h) and (c) under the Securities Act of
1933, as amended, solely for the purpose of calculating the registration
fee. Options to purchase 20,400 shares will be granted on the day after
the filing of this Registration Statement and the proposed maximum
offering price per share for such shares has been included at the
exercise price of $36 per share. The proposed maximum offering price
per share for the remaining 159,600 shares has been estimated based upon
the average of the high and low sales prices on May 10, 1999, for
Registrant's common stock as reported by the NASDAQ Stock Market.
(2) Pursuant to Rule 457(h) and (c), the proposed maximum aggregate offering
price has been calculated by adding the maximum aggregate offering price
for 20,400 shares subject to options ($734,400) to the maximum aggregate
offering price of the remaining 159,600 shares ($5,196,975).
(3) This Registration Statement also covers such additional shares of Common
Stock as may be issuable pursuant to antidilution provisions.
<PAGE>
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
Paul Mueller Company (the "Registrant") hereby incorporates by reference
into this Registration Statement the following documents filed by it with the
Securities and Exchange Commission (the "Commission"):
(a) The Registrant's Annual Report on Form 10-K for the year ended
December 31, 1998, filed pursuant to Section 13(a) of the Securities
Exchange Act of 1934 (the "Exchange Act");
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the Annual
Report referred to in (a) above.
(c) The description of the Registrant's Common Stock, par value $1.00
per share (the "Common Stock"), contained in the Registrant's
Registration Statement on Form 8-A filed with the Commission on
May 4, 1970, pursuant to the Exchange Act (File No. 0-04791).
In addition, all documents and reports filed by the Registrant
subsequent to the date hereof pursuant to Sections 13(a), 13(c), 14, or
15(d) of the Exchange Act, prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which
deregisters all securities remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be
part hereof from the date of filing of such documents or reports.
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 of this Registration Statement 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 such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable. (The Common Stock is registered under Section 12 of
the Exchange Act.)
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
<PAGE>
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 351.355 of The General and Business Corporation Law of Missouri
("Section 351.355"), in summary, empowers a Missouri corporation, within
certain limitations, to indemnify its officers, directors, employees and
agents against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement, actually and reasonably incurred by them in
connection with any suit or proceeding other than by or on behalf of the
corporation, if they acted in good faith and in a manner reasonably believed
to be in or not opposed to the best interest of the corporation, and, with
respect to a criminal action or proceeding, had no reasonable cause to
believe their conduct was unlawful.
With respect to actions by or on behalf of the corporation, Section
351.355 permits a corporation to indemnify its officers, directors, employees
and agents against expenses (including attorneys' fees) actually and
reasonably incurred in connection with the defense or settlement of such
action or suit, provided such person meets the standard of conduct described
in the preceding paragraph, except that no indemnification is permitted in
respect of any claim where such person has been found liable to the
corporation, unless the court in which such action or suit was brought
determines that such person is fairly and reasonably entitled to be
indemnified for such expenses which the court shall deem proper.
Article Thirteen of the Restated Certificate of Incorporation of the
Company provides for the indemnification of officers and directors and
certain other parties of the Company to the fullest extent permitted by law.
In addition, the Company has entered into Indemnification Agreements with its
directors and officers pursuant to which the Company generally is obligated
to indemnify its directors and officers to the maximum extent permitted by
law. The Company also maintains directors and officers liability insurance.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Reference is made to the Exhibit Index filed herewith.
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:
<PAGE>
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933 (the "Securities Act");
(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; 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;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the registration statement is on Form S-3 or
Form S-8, and 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 Exchange Act that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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, each filing of
the registrant's annual report pursuant to Section 13(a) or 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 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.
<PAGE>
(c) Insofar as indemnification for liabilities arising under the
Securities Act 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 Commission such indemnification is against
public policy as expressed in the Securities 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 Securities Act and will be governed by the final
adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Springfield, State of Missouri, on the 12th day
of May, 1999.
PAUL MUELLER COMPANY
Donald E. Golik
By:_________________________
Name: Donald E. Golik
Title: Senior Vice President and
Chief Financial Officer
<PAGE>
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.
Signatures Title Date
- ---------------------------------------------------------------------------
Paul Mueller
________________________ Chairman and Director
*Paul Mueller
Daniel C. Manna
________________________ President and Chief Executive
Daniel C. Manna Officer and Director
Donald E. Golik
________________________ Senior Vice President and Chief
Donald E. Golik Financial Officer, Secretary, and
Director
Gerald A. Cook
________________________ Director
*Gerald A. Cook
William B. Johnson
________________________ Director
*William B. Johnson
David T. Moore
________________________ Director
*David T. Moore
William R. Patterson
________________________ Director
*William R. Patterson
Donald E. Golik
*By:____________________
Donald E. Golik
(Attorney-in-Fact)
<PAGE>
PAUL MUELLER COMPANY
EXHIBIT INDEX
Exhibit
Number Description
4.1 Restated Articles of Incorporation of the Registrant (incorporated
herein by reference to Exhibit 3 to the Registrant's Annual Report
on Form 10-K filed with the Commission for the year ended December
31, 1991).
4.2 Restated Bylaws of the Registrant (incorporated herein by reference
to Exhibit 3 to the Registrant's Annual Report on Form 10-K filed
with the Commission for the year ended December 31, 1991).
4.3 Paul Mueller Company 1999 Long-Term Incentive Plan (incorporated
herein by reference to Exhibit A to the Registrant's 1999 Proxy
Statement filed with the Commission on March 26, 1999).
5 Opinion of Spencer Fane Britt & Browne LLP regarding the validity of
the Common Stock.
23.1 Consent of Arthur Anderson LLP.
23.2 Consent of Spencer Fane Britt & Browne LLP (included in Exhibit 5).
24 Power of Attorney
<PAGE>
Exhibit 5
May 12, 1999
Board of Directors
Paul Mueller Company
1600 West Phelps
Springfield, MO 65802
Gentlemen:
This firm has acted as counsel to Paul Mueller Company, a Missouri
corporation (the "Company"), in connection with its registration, pursuant
to a registration statement on Form S-8 filed on or about the date hereof
(the "Registration Statement"), of 180,000 shares of Common Stock, par
value $1.00 per share, of the Company (the "Shares"), pursuant to the Paul
Mueller Company 1999 Long-Term Incentive Plan (the "Plan"). This letter is
furnished to you pursuant to the requirements of Item 601(b)(5) of
Regulation S-K, 17 C.F.R. Section 229.601(b)(5), in connection with such
registration.
For purposes of this opinion letter, we have examined copies of the
following documents:
1. An executed copy of the Registration Statement.
2. A copy of the Plan, as certified by the Secretary of the
Company on the date hereof as then being complete, accurate, and in
effect.
3. The Restated Articles of Incorporation of the Company, as
certified by the Secretary of the Company on the date hereof as then
being complete, accurate, and in effect.
4. The Restated Bylaws of the Company, as certified by the
Secretary of the Company on the date hereof as then being complete,
accurate, and in effect.
5. Resolutions of the Board of Directors of the Company adopted
on January 26, 1999, relating to the approval of the Plan, as certified
by the Secretary of the Company on the date hereof as then being
complete, accurate, and in effect.
6. Resolutions of the stockholders of the Company adopted on
May 3, 1999, relating to the approval of the Plan, as certified by the
Secretary of the Company on the date hereof as then being complete,
accurate, and in effect.
<PAGE>
We have not, except as specifically identified above, made any
independent review or investigation of factual or other matters, including
the organization, existence, good standing, assets, business or affairs of
the Company or its subsidiaries. In our examination of the aforesaid
certificates, records, and documents, we have assumed the genuineness of
all signatures, the legal capacity of natural persons, the authenticity,
accuracy, and completeness of all documents submitted to us as originals,
and the authenticity, accuracy, and completeness in conformity with the
original documents of all documents submitted to us as certified, telecopied,
photostatic, or reproduced copies. We have assumed the authenticity and
accuracy of the foregoing certifications of corporate officers, on which
we are relying, and have made no independent investigations thereof.
This opinion is given in the context of the foregoing.
This opinion letter is based as to matters of law solely on The General
Business and Corporation Law of Missouri. We express no opinion herein as
to any other laws, statutes, regulations, or ordinances. Based upon, subject
to, and limited by the foregoing, we are of the opinion that the Shares,
when issued and delivered in the manner and on the terms contemplated in the
Registration Statement and the Plan (with the Company having received the
consideration therefore, the form of which is in accordance with applicable
law), will be validly issued, fully paid, and non-assessable by the Company.
We assume no obligation to advise you of any changes in the foregoing
subsequent to the delivery of this opinion letter. This opinion letter has
been prepared solely for your use in connection with the filing of the
Registration Statement on the date of this letter, and may not be quoted in
whole or in part or otherwise be referred to, nor be filed with or furnished
to any governmental agency or other person or entity, without the prior
written consent of this firm.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement. In giving this consent, we do not thereby admit
that we are an "expert" within the meaning of the Securities Act of 1933,
as amended.
Very truly yours,
SPENCER FANE BRITT & BROWNE LLP
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated February 12,
1999, included in Paul Mueller Company's Form 10-K for the year ended
December 31, 1998, and to all references to our firm included in this
registration statement.
ARTHUR ANDERSEN LLP
Kansas City, Missouri,
May 12, 1999
<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby severally constitutes and appoints Daniel C. Manna and
Donald E. Golik, and each of them, as his true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him and
in his name, place and stead, in any and all capacities (until revoked in
writing), to sign the Registration Statement on Form S-8 relating to 180,000
shares of Common Stock of Paul Mueller Company, and any and all amendments,
including post-effective amendments and supplements, to such Registration
Statement on Form S-8, and to file the same, with exhibits thereto and other
documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done, 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 or his or their substitute may lawfully do or
cause to be done by virtue hereof.
Signatures Title Date
- -------------------------------------------------------------------------
Paul Mueller
____________________ Chairman and Director
Paul Mueller
Daniel C. Manna
____________________ President and Chief Executive Officer
Daniel C. Manna and Director
Donald E. Golik
____________________ Senior Vice President, Chief Financial
Donald E. Golik Officer, Secretary and Director
Gerald A. Cook
____________________ Director
Gerald A. Cook
William B. Johnson
____________________ Director
William B. Johnson
William R. Patterson
____________________ Director
William R. Patterson
David T. Moore
____________________ Director
David T. Moore
