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 1997 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.
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered Share 1/ Price 1/ Fee
_________________________________________________________________
Common Stock 2,000,000 $26.375 $52,750,000 $15,984.85
Par Value $1.00
Per Share
_________________________________________________________________
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 September 26, 1997 of $26.375.
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 for
the fiscal year ended December 28, 1996, and all other reports
filed by the Company pursuant to Section 13(a) or 15(d) of the
Exchange Act since December 28, 1996, 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.
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 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)
4.2 7-7/8% Notes due 2000
- Incorporated by reference to the Company's Form S-
4 dated July 21, 1995 (File No. 33-60081)
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
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 S3
or Form S-8 and the information required
to be included in a posteffective
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.
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 29th day of September, 1997.
CINCINNATI MILACRON INC.
By: /s/ Ronald D. Brown
___________________
Ronald D. Brown
Vice President-Finance
and Administration
and Chief Financial Officer
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 29th day of September,
1997.
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
Barbara Hackman Franklin
* Director
Harry A. Hammerly
* Director
James E. Perrella
* Director
Joseph A. Pichler
* Director
Joseph A. Steger
* Director
Harry C. Stonecipher
* Vice President-Finance
Ronald D. Brown and Administration and
Chief Financial Officer
* Controller (Chief Accounting
Robert P. Lienesch Officer)
/s/ Ronald D. Brown
____________________________
Ronald D. Brown
Vice President-Finance and
Administration and
Chief Financial Officer
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
Cincinnati Milacron
1997 Long-Term Incentive Plan
Registration Statement on Form S-8
September 22, 1997
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 Cincinnati Milacron 1997 Long-Term Incentive Plan (the
"Plan").
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
option, 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 any
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 Cincinnati Milacron 1997
Long-Term Incentive Plan of Cincinnati Milacron Inc. and to
the incorporation by reference therein of our report dated
February 13, 1997, with respect to the consolidated
financial statements and schedule of Cincinnati Milacron
Inc. included in its Annual Report (Form 10-K) for the year
ended December 28, 1996, filed with the Securities and
Exchange Commission.
/s/ Ernst & Young LLP
ERNST & YOUNG LLP
Cincinnati, Ohio
September 29, 1997
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 1997 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 them, 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 4/22/97
Daniel J. Meyer, Chairman Date
and Chief Executive Officer
and Director
/s/ Raymond E. Ross 4/22/97
Raymond E. Ross, President Date
and Chief Operating Officer
and Director
/s/ Darryl F. Allen 4/22/97
Darryl F. Allen, Director Date
/s/ Neil A. Armstrong 4/22/97
Neil A. Armstrong, Director Date
/s/ Barbara Hackman Franklin 4/22/97
Barbara Hackman Franklin, Director Date
/s/ Ronald D. Brown 4/22/97
Ronald D. Brown, Date
Vice President-Finance
/s/ Harry A. Hammerly 4/22/97
Harry A. Hammerly, Director Date
/s/ James E. Perrella 4/22/97
James E. Perrella, Director Date
/s/ Joseph A. Pichler 4/22/97
Joseph A. Pichler, Director Date
/s/ Joseph A. Steger 4/22/97
Joseph A. Steger, Director Date
/s/ Harry C. Stonecipher 5/2/97
Harry C. Stonecipher, Director Date
/s/ Robert P. Lienesch 4/22/97
Robert P. Lienesch, Controller Date
