As filed with the Securities and Exchange Commission
on April 3, 1997 REGISTRATION NO.
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
---------------
GRAHAM CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 16-1194720
(STATE OR OTHER JURISDICTION OF INCORPORATION OR (I.R.S. EMPLOYER
ORGANIZATION) IDENTIFICATION NO.)
20 FLORENCE AVENUE
BATAVIA, NEW YORK 14020
(716) 343-2216
(ADDRESS, INCLUDING ZIP CODE, OF PRINCIPAL EXECUTIVE OFFICES)
---------------
1995 GRAHAM CORPORATION
INCENTIVE PLAN TO INCREASE SHAREHOLDER VALUE
(FULL TITLE OF THE PLAN)
---------------
William A. Smith, Jr.
General Counsel
Graham Corporation
20 Florence Avenue
Batavia, New York 14020
(716) 343-2216
Copy to:
W. Edward Bright, Esq.
Thacher Proffitt & Wood
Two World Trade Center - 39th Floor
New York, New York 10048
(212) 912-7400
(NAME AND ADDRESS, INCLUDING ZIP CODE, TELEPHONE NUMBER AND AREA CODE,
OF AGENT FOR SERVICE)
---------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================================
Amount of
Title of Securities Amount to be Registered(1) Proposed Maximum Offering Proposed Maximum Registration
to be Registered Price Per Share (2) Aggregate Offering Price (2) Fee
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $0.10 par value 42,000 shares $14 $588,000 $179
====================================================================================================================================
</TABLE>
(1) Based on the number of shares of common stock of Graham
Corporation ("Graham") reserved for issuance upon exercise of
options granted pursuant to the 1995 Graham Corporation
Incentive Plan to Increase Shareholder Value ("Plan"). In
addition to such shares, this registration statement also
covers an undetermined number of shares of common stock of
Graham that, by reason of certain events specified in the
Plan, may become issuable upon exercise of options through the
use of certain anti-dilution provisions.
(2) Estimated solely for purpose of calculating the registration
fee in accordance with Rule 457 of the Securities Act of 1933,
pursuant to which shares subject to outstanding options are
deemed to be offered at the prices at which such options may
be exercised and shares that may be acquired upon exercise of
options granted in the future are deemed to be offered at $14
per share, the average of the daily high and low sales prices
of common stock of Graham on the American Stock Exchange at
the close of trading on March 31, 1997.
================================================================================
<PAGE>
EXPLANATORY NOTE
----------------
This registration statement on Form S-8 ("Registration Statement") is being
filed electronically with the Securities and Exchange Commission ("Commision")
to register 42,000 shares of common stock, par value $0.10 per share ("Common
Stock"), of Graham Corporation ("Registrant") reserved for issuance upon the
exercise of options granted under the 1995 Graham Corporation Incentive Plan to
Increase Shareholder Value ("Plan"). This Registration Statement incorporates by
reference the information contained in the registration statement on Form S-8,
File No. 333-23697, ("Earlier Registration Statement") that was filed
electronically with the Commission on March 20, 1997 to register shares of
Common Stock of the Registrant also reserved for issuance upon the exercise of
options granted under the Plan. This Registration Statement also incorporates by
reference the form of reoffer prospectus included in the Earlier Registration
Statement to be used in connection with certain reoffers and resales of shares
of Common Stock by participants in the Plan as contemplated by Instruction C to
Form S-8 under the Securities Act of 1933, as amended ("Securities Act").
<PAGE>
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 Batavia, State of New York on the 2nd day of April,
1997.
GRAHAM CORPORATION
(Registrant)
By:/s/ Frederick D. Berkeley, III
---------------------------------
Frederick D. Berkeley, III
Chairman of the Board 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 dates indicated.
Signature Title Date
--------- ----- ----
/s/ Frederick D. Berkeley, III Chairman of the Board and April 2, 1997
- -------------------------------- Chief Executive
Frederick D. Berkeley, III Officer/Director
/s/ Alvaro Cadena President and Chief April 2, 1997
- -------------------------------- Operating Officer/Director
Alvaro Cadena
/s/ J. Ronald Hansen Vice President - Finance April 2, 1997
- -------------------------------- and Chief Financial Officer
J. Ronald Hansen
/s/ H. Russel Lemcke Director April 2, 1997
- --------------------------------
H. Russel Lemcke
/s/ Jerald D. Bidlack Director April 2, 1997
- --------------------------------
Jerald D. Bidlack
Director ___________, 1997
- --------------------------------
Philip S. Hill
Director ___________, 1997
- --------------------------------
Robert L. Tarnow
/s/ Cornelius S. Van Rees Secretary/Director April 2, 1997
- --------------------------------
Cornelius S. Van Rees
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
- ------ -----------
5. Opinion of Thacher Proffitt & Wood, counsel for Registrant, as
to the legality of the securities being registered
23.1 Consent of Thacher Proffitt & Wood (included in Exhibit 5
hereof)
23.2 Consent of Deloitte & Touche LLP
EXHIBIT 5./EXHIBIT 23.1
-----------------------
Opinion of Thacher Proffitt & Wood, counsel for Registrant,
as to the legality of the securities being registered
Consent of Thacher Proffitt & Wood
<PAGE>
[LETTERHEAD OF THACHER PROFFITT & WOOD]
Writer's Direct Dial
(212) 912-7435
April 2, 1997
Graham Corporation
20 Florence Avenue
P.O. Box 719
Batavia, New York 14020
Re: 1995 Graham Corporation Incentive Plan
To Increase Shareholder Value
--------------------------------------
Dear Sirs:
We have acted as counsel for Graham Corporation, a Delaware
corporation ("Corporation"), in connection with the filing of a registration
statement on Form S-8 under the Securities Act of 1933, as amended
("Registration Statement") with respect to 42,000 shares of its common stock,
par value $0.10 per share ("Shares"), which may be issued pursuant to the 1995
Graham Corporation Incentive Plan To Increase Shareholder Value ("Plan"). In
rendering the opinion set forth below, we do not express any opinion concerning
law other than the federal law of the United States and the corporate law of the
States of New York and Delaware.
We have examined originals or copies, certified or otherwise
identified, of such documents, corporate records and other instruments as we
have deemed necessary or advisable for purposes of this opinion. As to matters
of fact, we have examined and relied upon the Plan described above and, where we
have deemed appropriate, representations or certificates of officers of the
Corporation or public officials. We have assumed the authenticity of all
documents submitted to us as originals, the genuineness of all signatures, the
legal capacity of natural persons and the conformity to the originals of all
documents submitted to us as copies.
Based on the foregoing, we are of the opinion that the Shares
which are being registered pursuant to the Registration Statement have been duly
authorized and, when issued and paid for in accordance with the terms of the
Plan, such Shares will be validly issued, fully paid and non-assessable.
<PAGE>
Graham Corporation
April 2, 1997 Page 2.
In rendering the opinion set forth above, we have not passed
upon and do not purport to pass upon the application of "doing business" or
securities or "blue-sky" laws of any jurisdiction (except federal securities
law).
This opinion is given solely for the benefit of the
Corporation and purchasers of shares under the Plan, and no other person or
entity is entitled to rely hereon without express written consent.
We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement and to the references to our Firm's name therein.
Very truly yours,
THACHER PROFFITT & WOOD
By /s/ W. Edward Bright
------------------------
W. Edward Bright
EXHIBIT 23.2
------------
Consent of Deloitte & Touche
<PAGE>
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Graham Corporation on Form S-8 of our reports dated February 24, 1997, appearing
in and incorporated by reference in the Annual Report on Form 10-K of Graham
Corporation for the year ended December 31, 1996 and to the reference to us
under the heading "Experts" in the Prospectus, which is part of this
Registration Statement.
/s/ Deloitte & Touche LLP
Deloitte & Touche LLP
Rochester, New York
April 2, 1997
