SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
___________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Cincinnati Milacron Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware
(State or Other Jurisdiction of Incorporation or
Organization)
31-1062125
(I.R.S. Employer Identification No.)
4701 Marburg Avenue, Cincinnati, Ohio 45209
(Address of Principal Executive Offices) (Zip Code)
Cincinnati Milacron 1994 Long-Term Incentive Plan
(Full Title of the Plan)
Wayne F. Taylor
Cincinnati Milacron Inc.
4701 Marburg Avenue
Cincinnati, Ohio 45209
(Name and Address of Agent For Service)
(513) 841-8100
(Telephone Number, Including Area Code, of Agent For
Service)
Approximate date of commencement of proposed sale: As soon
as practicable after this Registration Statement becomes
effective.
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered Unit 1/ Price 1/ Fee
<S> <C> <C> <C> <C>
_________________________________________________________
Common Stock 2,000,000 $25.06 $50,120,000 $17,282.76
Par Value $1.00
Per Share
<FN>
<F1>
1/ Estimated solely for the purpose of calculating the
registration fee in accordance with Rule 457, based on the
average of the high and low prices for shares of Common Stock reported on
the New York Stock Exchange composite Tape on November 8, 1994 of
$25.06.
</TABLE>
_______________
In accordance with the provisions of Section 8(a) of the
Securities Act of 1933, as amended, this Registration Statement
shall become effective on the twentieth day after the date of its
filing with the Securities and Exchange Commission.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS 1/
Item 1. Plan Information.
Item 2. Registrant Information and Employee Plan Annual
Information.
__________________________________________
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The annual report of Cincinnati Milacron Inc. (the
"Company" or "Cincinnati Milacron") on Form 10-K/A Amendment No.
2 for the fiscal year ended January 1, 1994, and all other
reports filed by the Company pursuant to Section 13(a) or 15(d)
of the Exchange Act since January 1, 1994, are incorporated
herein by reference. All documents subsequently filed by
Cincinnati Milacron pursuant to Section 13(c), 14 or 15(d) of the
Exchange Act subsequent to the date of this registration
statement and prior to the filing of a post-effective amendment
to this registration statement, 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 in this registration statement and to
be a part hereof from the date of 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 of this registration statement to the
extent that a statement contained herein or in any 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 of this
registration statement.
_______________________
1/ This information is not required to be included in, and
is not incorporated by reference in, this Registration Statement.
<PAGE>
The description of Cincinnati Milacron common stock,
par value $1.00 per share (the "Common Stock"), included or
incorporated by reference in its registration statement on Form
8-B, File No. 1-8485, filed pursuant to Section 12(b) of the
Exchange Act, is incorporated herein by reference.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of the State
of Delaware permits indemnification of the directors and officers
of Cincinnati Milacron involved in a civil or criminal action,
suit or proceeding, including, under certain circumstances, suits
by or in the right of Cincinnati Milacron, for any expenses,
including attorneys' fees, and (except in the case of suits by or
in the right of Cincinnati Milacron) any liabilities which they
may have incurred in consequence of such action, suit or
proceeding under conditions stated in said section.
Article XII of the Certificate of Incorporation of
Cincinnati Milacron provides, in effect, for indemnification of
the directors and officers of Cincinnati Milacron to the fullest
extent permitted by Section 145. In addition, Cincinnati
Milacron maintains liability insurance for its directors and
officers.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit No.
4 Instruments Defining the Rights of Security Holders,
Including Indentures:
4.1 12% Sinking Fund Debentures due July 15, 2010
- Incorporated herein by reference to the Company's
Registration Statement on Form S-3 filed June 27,
1985 (File No. 2-98653)
4.2 8-3/8% Notes due 2004
- Incorporated herein by reference to the Company's
Amendment No. 3 to Form S-4 Registration Statement
dated July 7, 1994 (File No. 33-53009)
4.3 Cincinnati Milacron hereby agrees to furnish to the
Securities and Exchange Commission, upon its request,
the instruments with respect to the long-term debt for
securities authorized thereunder which do not exceed
10% of the registrant's total consolidated assets
5 Opinion of Cravath, Swaine & Moore, counsel for registrant,
as to legality of the securities offered under the Plan
15 Letter regarding unaudited interim financial information -
Not Applicable
23.1 Consent of Ernst & Young LLP, independent auditors
23.2 Consent of Cravath, Swaine & Moore--see Exhibit 5
24 Power of Attorney
27 Financial Data Schedule - Not Applicable
28 Information from reports furnished to State insurance
regulatory authorities - Not Applicable
99 Additional Exhibits - Not Applicable
Item 9. Undertakings.
(1) The undersigned registrant hereby undertakes:
(a) 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;
(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
(1)(a)(i) and (1)(a)(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 Securities
Exchange Act of 1934 that are
incorporated by reference in the
registration statement;
(b) 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; and
(c) 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.
(2) The undersigned registrant hereby undertakes that,
for the purpose 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 hereof.
(3) 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 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 Cincinnati, and State of Ohio, on this 9th day of
November, 1994.
CINCINNATI MILACRON INC.
By: /s/ Ronald D. Brown
____________________
Ronald D. Brown
Vice President-Finance
Pursuant to the requirements of the Securities Act of
1933, this registration statement has been signed below by the
following persons in the capacities indicated and on this 9th
day of November, 1994.
Signature Title
* Chairman of the Board (Chief
Daniel J. Meyer Executive Officer) and Director
* President (Chief Operating
Raymond E. Ross Officer) and Director
* Director
Darryl F. Allen
* Director
Neil A. Armstrong
* Director
Lyle Everingham
* Director
James A. D. Geier
* Director
Harry A. Hammerly
* Director
James E. Perrella
* Director
Joseph A. Steger
* Director
Harry C. Stonecipher
* Vice President, Finance (Chief
Ronald D. Brown Financial Officer)
* Controller (Chief Accounting
Robert P. Lienesch Officer)
/s/ Ronald D. Brown
___________________________
Ronald D. Brown
Vice President, Finance
Attorney-In-Fact
*Original Powers of Attorney authorizing Daniel J. Meyer, Ronald
D. Brown and Wayne F. Taylor and each of them to sign this
registration statement on behalf of the above named directors and
officers of the registrant are filed as Exhibit 24 to the
registration statement.
Exhibit - 5
November 7, 1994
Cincinnati Milacron Inc.
1994 Long-Term Incentive Plan
Registration Statement on Form S-8
Dear Sirs:
We have acted as special counsel for Cincinnati Milacron
Inc., a Delaware corporation (the "Company"), in connection with
the registration under the Securities Act of 1933 on Form S-8
(the "Registration Statement") of (i) 2,000,000 shares of Common
Stock, par value $1.00 per share, of the Company (the "Common
Stock"), issuable upon the exercise of stock options or pursuant
to performance awards or restricted stock awards under the 1994
Long-Term Incentive Plan (the "Plan") of the Company and its
subsidiaries.
In that connection, we have examined originals, or copies
certified or otherwise identified to our satisfaction, of such
documents, corporate records and other instruments as we have
deemed necessary for the purposes of this opinion, including the
following: (a) the Restated Certificate of Incorporation of the
Company, as amended, (b) the By-laws of the Company and (c) the
Plan.
Based on the foregoing, we are of the opinion as follows:
(1) The Company has been duly incorporated and is a validly
existing corporation under the laws of the State of Delaware.
(2) The shares of Common Stock which may be issued or
delivered upon exercise of stock options that may be granted
under the Plan, assuming, except as to treasury shares, that the
per share option price is at least equal to the par value of the
Common Stock, will be, when issued upon exercise of such options,
validly issued, fully paid and nonassessable.
(3) The shares of Common Stock which may be issued or
delivered pursuant to performance awards or restricted stock
awards under the Plan, assuming, except as to treasury shares,
that the per share consideration is at least equal to the par
value of the Common Stock, will be, when issued or delivered
pursuant to the Plan, validly issued, fully paid and
nonassessable.
We are admitted to practice only in the state of New York
and, accordingly, we do not express any opinion as to matter
governed by any laws other than the laws of the State of New
York, the General Corporation Law of the State of Delaware and
the Federal laws of the United States of America.
We consent to the filing of this opinion as an exhibit to
the Registration Statement.
Very truly yours,
/s/ Cravath, Swaine & Moore
Cravath, Swaine & Moore
Exhibit - 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm in the Registration
Statement (Form S-8) pertaining to the Cincinnati Milacron 1994
Long-Term Incentive Plan of Cincinnati Milacron Inc. and to the
incorporation by reference therein of our report dated February
28, 1994, with respect to the consolidated financial statements
and schedules of Cincinnati Milacron Inc. included in its Annual
Report (Form 10-K/A) for the year ended January 1, 1994, filed
with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
ERNST & YOUNG LLP
Cincinnati, Ohio
November 8, 1994
Exhibit - 24
CINCINNATI MILACRON INC.
POWER OF ATTORNEY
Know all men by these presents that each of the undersigned
directors and officers of Cincinnati Milacron Inc., a Delaware
corporation which is preparing to file with the Securities and
Exchange Commission, Washington, D.C., under the provisions of
the Securities Act of 1933, as amended, a registration statement
for the registration of common shares of Cincinnati Milacron
Inc., par value $1.00 per share ("Common Shares") for purposes of
its 1994 Long-Term Incentive Plan, hereby constitutes and
appoints Daniel J. Meyer, Ronald D. Brown, and Wayne F. Taylor,
and each of them, his true and lawful attorney-in-fact and agent,
with full power to act without the others, for him and in his
name, place and stead, in any and all capacities, to sign said
registration statement which is about to be filed and any and all
subsequent effective and post-effective amendments to said
registration statement with full power where appropriate to affix
the corporate seal of Cincinnati Milacron Inc. thereto and to
attest said seal and to file said registration statement and each
subsequent amendment so signed, with all exhibits thereto, and
any and all documents in connection therewith, with the
Securities and Exchange Commission, and to appear before the
Securities and Exchange Commission in connection with any matter
relating to said registration statement and any and all
subsequent amendments, thereby granting said attorneys-in-fact
and agents, and each of them full power and authority to do and
perform any and all acts and things requisite and necessary to be
done as he might or could do in person, and hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of
the, may lawfully do or cause to be done by virtue hereof.
In witness whereof, each of the undersigned has executed this
Power of Attorney on the date set forth beside his name.
/s/ Daniel J. Meyer 7/19/94
Daniel J. Meyer, Chairman Date
and Chief Executive Officer
and Director
/s/ Raymond E. Ross 7/19/94
Raymond E. Ross, President Date
and Chief Operating Officer
and Director
/s/ Darryl F. Allen 7/19/94
Darryl F. Allen, Director Date
/s/ Neil A. Armstrong 7/19/94
Neil A. Armstrong, Director Date
/s/ Ronald D. Brown 7/19/94
Ronald D. Brown, Date
Vice President-Finance
/s/ Lyle Everingham 7/19/94
Lyle Everingham, Director Date
/s/ James A. D. Geier 7/19/94
James A. D. Geier, Director Date
/s/ Harry A. Hammerly 7/19/94
Harry A. Hammerly, Director Date
/s/ James E. Perrella 7/21/94
James E. Perrella, Director Date
/s/ Joseph A. Steger 7/19/94
Joseph A. Steger, Director Date
/s/ Harry C. Stonecipher 7/19/94
Harry C. Stonecipher, Director Date
/s/ Robert P. Lienesch 7/19/94
Robert P. Lienesch, Controller Date
