<PAGE>
Registration No. 333-_____
As filed with the Securities and Exchange Commission on August 12, 1998
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
__________________
APPLIED POWER INC.
(Exact name of registrant as specified in its charter)
WISCONSIN 39-0168610
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
13000 West Silver Spring Drive
Butler, Wisconsin 53007-1093
(Address of Principal Executive Offices) (Zip Code)
_______________
ZERO CORPORATION 1988 STOCK OPTION PLAN
ZERO CORPORATION 1994 STOCK OPTION PLAN
(Full title of the plan)
___________________
ROBERT C. ARZBAECHER Copy to:
Vice President and Chief Financial Officer ANTHONY W. ASMUTH III, ESQ.
Applied Power Inc. Quarles & Brady
13000 West Silver Spring Drive 411 East Wisconsin Avenue
Butler, Wisconsin 53007-1093 Milwaukee, Wisconsin 53202
(Name and address of agent for service)
(414) 781-6600
(Telephone number, including area code, of agent for service)
Calculation of Registration Fee
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Proposed Proposed
Maximum Maximum Amount of
Title of Securities Amount to be Offering Price Aggregate Registration
to be Registered Registered Per Share Offering Price Fee
------------------- ------------ -------------- -------------- ------------
<S> <C> <C> <C> <C>
Class A Common Stock,
par value $.20 per share 529,836 shares (1) (2) $11,824,026 (2) $3,488.09
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) On July 31, 1998, ZERO Corporation ("ZERO") became a wholly owned
subsidiary of the Registrant through the merger of STB Acquisition
Corporation ("Acquisition"), a wholly owned subsidiary of the Registrant,
with and into ZERO (the "Merger") pursuant to an Agreement and Plan of
Merger by and among the Registrant, ZERO and Acquisition dated as of April
6, 1998 (the "Merger Agreement"). Under the Merger Agreement, each share of
ZERO Common Stock outstanding immediately prior to the effective time of
the Merger was converted into 0.85 (the "Exchange Ratio") shares of
Registrant's Class A Common Stock, par value $.20 per share ("Common
Stock"). Pursuant to the Merger Agreement, each outstanding option to
purchase shares of ZERO Common Stock (a "ZERO Option") under ZERO's 1994
Stock Option Plan (the "1994 Plan") and ZERO's 1988 Stock Option Plan (the
"1988 Plan"), each as amended (collectively, the "Plans"), was assumed by
the Registrant and converted into an option to purchase shares of
Registrant's Common Stock on the same terms and conditions as were
applicable under such ZERO Option, as adjusted to reflect the Exchange
Ratio. As a result, the Registrant assumed ZERO Options granted under the
1988 Plan covering an aggregate of 25,840 shares of Common Stock, as so
adjusted, and ZERO Options granted under the 1994 Plan covering an
aggregate of 503,996 shares of Common Stock, as so adjusted. No further
options are intended to be granted under the Plans. The Plans and the ZERO
Options provide for possible adjustment of the number, price and kind of
shares covered by options granted in the event of certain capital or other
changes affecting the Common Stock. Pursuant to Rule 416(a) under the
Securities Act of 1933, this Registration Statement covers, in addition to
the above 529,836 shares of Common Stock, an indeterminate number of shares
that may become subject to the assumed ZERO Options by means of any such
adjustment.
(2) The assumed ZERO Options, as adjusted pursuant to the Merger Agreement,
have various exercise prices ranging from $14.86 to $32.60 per share of
Common Stock. Pursuant to Rule 457(h), the aggregate offering price and the
registration fee have been computed upon the basis of the aggregate
exercise price of the assumed ZERO Options. With respect to the 1988 Plan,
the aggregate exercise price for the 25,840 shares of Common Stock
purchasable upon exercise of the assumed ZERO Options is $418,000,
resulting in a weighted average exercise price of approximately $16.18 per
share. With respect to the 1994 Plan, the aggregate exercise price for the
503,996 shares of Common Stock purchasable upon exercise of the assumed
ZERO Options is $11,406,026, resulting in a weighted average exercise price
of approximately $22.63 per share.
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<PAGE>
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 filed by Applied Power Inc. (the "Registrant")
(Commission File No. 1-11288) with the Securities and Exchange Commission (the
"Commission") pursuant to Section 13 of the Securities Exchange Act of 1934, as
amended (the "1934 Act"), are incorporated herein by reference:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended August 31, 1997 (as amended by Amendment No. 1 thereto on
Form 10-K/A filed June 19, 1998);
(b) The Registrant's Quarterly Reports on Form 10-Q for the quarterly
periods ended November 30, 1997, February 28, 1998 and May 31,
1998;
(c) The Registrant's Current Reports on Form 8-K reporting events
occurring on October 3, 1997 (as amended by Amendment No. 1
thereto on Form 8-K/A filed December 17, 1997), November 4, 1997,
April 6, 1998, April 16, 1998, June 5, 1998 (as amended by
Amendment No. 1 thereto on Form 8-K/A filed July 1, 1998 and July
31, 1998); and
(d) The Registrant's Current Report on Form 8-K dated August 12,
1998, including specifically the description of the Common Stock
in Item 5 thereof, which updates and supersedes the description
of the Common Stock contained in the Registrant's Registration
Statement on Form 8-A filed on August 11, 1987, as previously
updated by the Registrant's Current Report on Form 8-K dated
January 28, 1991; 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(d) above.
1
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Item 5. Interests of Named Experts and Counsel.
The legality of the shares of Common Stock registered hereunder will
be passed on for the Registrant by Quarles & Brady, the Registrant's legal
counsel. The Registrant's Secretary, Anthony W. Asmuth III, is a partner of
Quarles & Brady.
Item 6. Indemnification of Directors and Officers.
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) of the WBCL to
indemnify a director or officer against liability incurred in a proceeding to
which such person was a party because he or she was an officer or director 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(1) of the WBCL 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, a written agreement 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 an improper
dividend or other distribution to shareholders to which they assented are
entitled to contribution from other directors who assented to such distribution
and from shareholders who knowingly accepted the improper distribution, as
provided therein.
Article VIII of the Registrant's Bylaws contains provisions that
generally parallel the indemnification provisions of the WBCL and cover certain
procedural matters not dealt with in the WBCL. Directors and officers of the
Registrant are also covered by directors' and officers' liability insurance
under which they are insured (subject to certain exceptions and limitations
specified in the policy) against expenses and liabilities arising out of
proceedings to which they are parties by reason of being or having been
directors or officers.
Item 7. Exemption From Registration Claimed.
Not applicable.
2
<PAGE>
Item 8. Exhibits.
See Exhibit Index following the 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 Registration Statement is on Form S-3 or Form
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 with
the Commission 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 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.
3
<PAGE>
(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.
4
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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 Butler, State of Wisconsin, on August 12, 1998.
APPLIED POWER INC.
(Registrant)
By: /s/ ROBERT C. ARZBAECHER
-------------------------------------
Robert C. Arzbaecher
Vice President and
Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Richard G. Sim and Robert C. Arzbaecher, and each
of them, 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, 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, and each of them, 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 or any of them, or their substitutes, may lawfully
do or cause to be done by virtue hereof.
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.*
<TABLE>
<CAPTION>
Signature Title
<S> <C>
/s/ RICHARD G. SIM Chairman of the Board, President and
- ---------------------------------- Chief Executive Officer; Director
Richard G. Sim
/s/ ROBERT C. ARZBAECHER Vice President and Chief Financial Officer
- ---------------------------------- (Principal Financial Officer)
Robert C. Arzbaecher
/s/ RICHARD D. CARROLL Treasurer, Controller and
- ---------------------------------- Principal Accounting Officer
Richard D. Carroll
/s/ H. RICHARD CROWTHER Director
- ----------------------------------
H. Richard Crowther
/s/ JACK L. HECKEL Director
- ----------------------------------
Jack L. Heckel
/s/ RICHARD A. KASHNOW Director
- ----------------------------------
Richard A. Kashnow
</TABLE>
S-1
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
/s/ L. DENNIS KOZLOWSKI Director
- ----------------------------------
L. Dennis Kozlowski
Director
- ----------------------------------
John J. McDonough
</TABLE>
- -----------
*Each of the above signatures is affixed as of August 12, 1998.
S-2
<PAGE>
APPLIED POWER INC.
(the "Registrant")
(Commission File No. 1-11288)
EXHIBIT INDEX
TO
FORM S-8 REGISTRATION STATEMENT
<TABLE>
<CAPTION>
Exhibit Incorporated Herein Filed
Number Description By Reference To Herewith
- ------ ----------- ------------------- --------
<C> <S> <C> <C>
4.1 Restated Articles of Incorporation of the Exhibit 4.1 to the Registrant's
Registrant (dated as of February 13, Registration Statement on
1998) Form S-8 (File No. 333-46469)
4.2 Amended and Restated Bylaws of the Exhibit 3.2 to the Registrant's
Registrant (effective as of January 8, Form 10-K for the fiscal year
1997) ended August 31, 1997
5 Opinion of Quarles & Brady X
23.1 Consent of Deloitte & Touche LLP, the X
Registrant's independent accountants
(and independent accountants for Versa
Technologies, Inc.)
23.2 Consent of Deloitte & Touche LLP, X
ZERO's independent accountants
23.3 Consent of Ernst & Young, VERO X
Group plc's independent accountants
23.4 Consent of Quarles & Brady Contained in
Exhibit 5
24 Power of Attorney Contained in
Signatures page to
this Registration
Statement
</TABLE>
EI-1
<PAGE>
Exhibit 5
Quarles & Brady
411 East Wisconsin Avenue
Milwaukee, WI 53202-4497
August 12, 1998
Applied Power Inc.
13000 West Silver Spring Drive
Butler, Wisconsin 53007-1093
Re: ZERO Corporation 1988 and 1994 Stock Option Plans
Ladies and Gentlemen:
We are providing this opinion in connection with the Registration Statement
of Applied Power Inc. (the "Company") on Form S-8 (the "Registration Statement")
to be filed under the Securities Act of 1933, as amended (the "Act"), with
respect to the proposed sale by the Company of up to 529,836 shares of Class A
Common Stock, par value $.20 per share ("Shares"), of the Company upon the
exercise of stock options outstanding under ZERO Corporation's ("ZERO") 1988
Stock Option Plan and 1994 Stock Option Plan (the "Plans") which were assumed by
the Company and converted into options to acquire Class A Common Stock of the
Company pursuant to the Agreement and Plan of Merger by and among the Company,
ZERO and STB Acquisition Corporation ("Acquisition"), a wholly owned subsidiary
of the Company, dated as of April 6, 1998 (the "Merger Agreement"). Pursuant to
the Merger Agreement, ZERO became a wholly owned subsidiary of the Company
through the merger of Acquisition into ZERO on July 31, 1998. Under the Merger
Agreement, each outstanding share of ZERO Common Stock, par value $.01 per share
("ZERO Common Stock"), was converted into 0.85 (the "Exchange Ratio") shares of
Class A Common Stock of the Company and each option to purchase ZERO Common
Stock outstanding under the Plans was assumed by the Company and converted into
an option to purchase shares of Company Common Stock on terms adjusted to
reflect the Exchange Ratio (a "ZERO Option").
We have examined: (i) the Registration Statement; (ii) the Company's
Restated Articles of Incorporation and Amended and Restated Bylaws, each as
amended to date; (iii) the Merger Agreement; (iv) the Plans; (v) the corporate
proceedings relating to the authorization for the issuance of the Shares in
accordance with the Merger Agreement; and (vi) such other documents and records
and such matters of law as we have deemed necessary in order to render this
opinion.
On the basis of the foregoing, we advise you that, in our opinion:
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 upon the exercise of the ZERO
Options assumed under the Plans which are original issuance shares,
when issued and paid for as contemplated by the Registration
Statement, the ZERO Option agreements and the Plans, 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.
Although Section 180.0622(2)(b) provides that such personal liability
of shareholders shall be "to an amount equal to the par value of
shares owned by them respectively, and to the consideration for which
their shares without par
<PAGE>
Applied Power Inc.
August 12, 1998
Page 2
value was issued," the Wisconsin Supreme Court, by a split decision
without a written opinion, has affirmed a judgment holding
shareholders of a corporation liable under the substantially identical
predecessor statute in effect prior to January 1, 1991 (Section
180.40(6)) for unpaid employee wages to an amount equal to the
consideration for which their par value shares were issued rather than
the shares' lower stated par value. Local 257 of Hotel and Restaurant
Employees and Bartenders International Union v. Wilson Street East
Dinner Playhouse, Inc., 126 Wis. 2d 284, 375 N.W.2d 664 (1985)
(affirming the 1983 decision of the Circuit Court for Dane County,
Wisconsin, in Case No. 82-CV-0023).
The Company's Secretary, Anthony W. Asmuth III, is a partner of Quarles &
Brady, which serves as counsel to the Company.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving consent, we do not admit that we are "experts"
within the meaning of Section 11 of the Act, or that we come within the category
of persons whose consent is required by Section 7 of the Act.
Very truly yours,
QUARLES & BRADY
<PAGE>
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Applied Power Inc. on Form S-8 of our report dated September 25, 1997 (October
16, 1997 as to Note O), appearing in Amendment No. 1 on Form 10-K/A to the
Annual Report on Form 10-K of Applied Power Inc. for the year ended August 31,
1997, and our report dated May 9, 1997 relating to Versa Technologies, Inc.
appearing in the Current Report on Form 8-K of Applied Power Inc. dated October
3, 1997.
DELOITTE & TOUCHE LLP
Milwaukee, Wisconsin
August 10, 1998
<PAGE>
Exhibit 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Applied Power Inc. on Form S-8 of our report dated May 11, 1998, appearing in
the Annual Report on Form 10-K of ZERO Corporation for the year ended March 31,
1998.
DELOITTE & TOUCHE LLP
Los Angeles, California
August 12, 1998
<PAGE>
Exhibit 23.3
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) of Applied Power Inc. pertaining to the ZERO Corporation 1988 Stock
Option Plan and the ZERO Corporation 1994 Stock Option Plan of our report dated
March 23, 1998, on the consolidated financial statements of VERO Group plc as at
December 31, 1997, and for the year then ended included in Amendment No. 1 (Form
8-K/A) to the Current Report (Form 8-K) of Applied Power Inc. dated June 30,
1998, filed with the Securities and Exchange Commission.
ERNST & YOUNG
Southampton, England
August 12, 1998
