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Registration No.__________
As filed with the Securities and Exchange Commission on January 12, 2001
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
__________________
ACTUANT CORPORATION
(f/k/a APPLIED POWER INC.)
(Exact name of registrant as specified in its charter)
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WISCONSIN 39-168610
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
6100 North Baker Road
Milwaukee, Wisconsin 53209
(Address of Principal Executive Offices) (Zip Code)
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_______________
ACTUANT CORPORATION
2001 STOCK PLAN
(Full title of the plan)
___________________
ANDREW G. LAMPEREUR Copy to:
Vice President and Chief Financial Officer ANTHONY W. ASMUTH III, ESQ.
Actuant Corporation Quarles & Brady LLP
6100 North Baker Road 411 East Wisconsin Avenue
Milwaukee, Wisconsin 53209 Milwaukee, Wisconsin 53202
(Name and address of agent for service)
(414) 352-4160
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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Proposed maximum Proposed maximum
Amount to be offering price aggregate Amount of
Title of Securities to be registered registered (1) per share offering price (2) registration fee
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Class A Common Stock, par value $.20 2,000,000 (2) $7,187,500 $1,796.88
per share
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(1) Pursuant to Rule 416(a) under the Securities Act of 1933 (the "Securities
Act"), this Registration Statement also relates to such indeterminate
number of additional shares of Class A Common Stock of the Registrant as
may be issuable as a result of stock splits, stock dividends or similar
transactions, as described in the Plan.
(2) Pursuant to Rule 457(h), estimated solely for the purpose of computing the
registration fee, based upon $3.59375 per share, which is the average of
the high and low sales prices of the Class A Common Stock reported on the
New York Stock Exchange Composite Tape on January 9, 2001.
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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 Actuant
Corporation (f/k/a Applied Power Inc.) (the "Registrant") (Commission File No.
1-11288) with the Securities and Exchange Commission (the "Commission") pursuant
to the Securities Exchange Act of 1934 (the "Exchange Act") and are incorporated
herein by reference:
. The Registrant's Annual Report on Form 10-K for the fiscal year
ended August 31, 2000.
. 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.
. The Registrant's Quarterly Report on Form 10-Q for the quarter ended
November 30, 2000, filed on January 5, 2001.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange 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 their
respective dates of filing.
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 filings listed in Item 3 above.
Item 5. Interests of Named Experts and Counsel.
The legality of the securities registered hereunder will be passed upon
for the Registrant by Quarles & Brady LLP, the Registrant's legal counsel. The
Registrant's Secretary, Anthony W. Asmuth III, is a partner of Quarles & Brady
LLP and owns shares in the Registrant.
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)
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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 wilful 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 that his or her conduct
was lawful or no reasonable cause to believe that his or her conduct was
unlawful; (iii) a transaction from which the director or officer derived an
improper personal profit; or (iv) wilful misconduct. Section 180.0851(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 VII 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 the
proceedings to which they are parties by reason of being or having been
directors or officers.
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
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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.
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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 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 Milwaukee, State of Wisconsin, on January 12, 2001.
ACTUANT CORPORATION (f/k/a APPLIED POWERINC.)
By: /s/ ANDREW G. LAMPEREUR
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Andrew G. Lampereur
Vice President and Chief Financial Officer
(Principal Financial Officer of the
Registrant)
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints, Robert C. Arzbaecher, Andrew G. Lampereur and
Anthony W. Asmuth III, 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 date indicated.*
Signature Title
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/s/ RICHARD G. SIM Chairman of the Board, Director
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Richard G. Sim
/s/ ROBERT C. ARZBAECHER President and Chief Executive
---------------------------- Officer, Director
Robert C. Arzbaecher (Principal Executive Officer of the
Registrant)
/s/ ANDREW G. LAMPEREUR Vice President and Chief Financial
---------------------------- Officer
Andrew G. Lampereur (Principal Financial Officer of the
Registrant)
/s/ DAWN M. DOERING Corporate Controller
---------------------------- (Principal Accounting Officer)
Dawn M. Doering
/s/ H. RICHARD CROWTHER Director
----------------------------
H. Richard Crowther
/s/ RICHARD A. KASHNOW Director
----------------------------
Richard A. Kashnow
/s/ BRUCE S. CHELBERG Director
----------------------------
Bruce S. Chelberg
/s/ WILLIAM P. SOVEY Director
----------------------------
William P. Sovey
/s/ GUSTAV H.P. BOEL Director
----------------------------
Gustav H.P. Boel
*Each of these signatures is affixed as of January 12, 2001.
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ACTUANT CORPORATION
(f/k/a APPLIED POWER INC.)
(the "Registrant")
(Commission File No. 1-11288)
EXHIBIT INDEX
TO
FORM S-8 REGISTRATION STATEMENT
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Exhibit Incorporated Herein Filed
Number Description By Reference To Herewith
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4.1 Restated Articles of Incorporation of Exhibit 4.1 to the Registrant's
the Registrant (dated as of February Registration Statement on Form S-8 (File
13, 1998) No. 333-46469)
4.2 Amended and Restated Bylaws of the Exhibit 3.2 to the Registrant's Form 10-K
Registrant (effective as of January 8, for the fiscal year ended August 31, 1997
1997)
4.3 Amendment of Bylaws Exhibit 3.3 to the Registrant's Form 10-K
for the fiscal year ended August 31, 2000
5.1 Opinion of Quarles & Brady LLP as to X
the legality of the securities to be
issued
23.1 Consent of PricewaterhouseCoopers X
LLP
23.2 Consent of Quarles & Brady LLP Contained
in opinion
filed as
Exhibit 5.1
24.1 Powers of Attorney Signatures
page to this
Registration
Statement
99.1 Actuant Corporation 2001 Stock Plan Exhibit B to the Registrant's Proxy
Statement and Schedule 14A filed on
December 4, 2000.
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