As filed with the Securities and Exchange Commission on November
12, 1999.
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
___________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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.)
2090 Florence Avenue, Cincinnati, Ohio 45206
(Address of Principal Executive Offices) (Zip Code)
Milacron Inc. Performance Dividend and Savings Plan
(Full Title of the Plan)
Hugh C. O'Donnell
Milacron Inc.
2090 Florence Avenue
Cincinnati, Ohio 45206
(Name and Address of Agent For Service)
(513) 487-5000
(Telephone Number, Including Area Code, of Agent For Service)
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, 1,367,000 $14.9375 $20,419,563.00 $5,676.64
Par Value $1.00 Shares
Per Share
_________________________________________________________________
__
1/ Estimated solely for the purpose of calculating the
registration fee in accordance with Rule 457(h) and Rule 457(c)
under the Securities Act of 1933, based on the average of the
high and low prices for shares of Common Stock reported on the
New York Stock Exchange on November 9, 1999.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
This Registration Statement registers additional
securities of the same class as other securities for which a
registration statement filed on this form relating to the same
benefit plan is effective. Consequently, pursuant to General
Instruction E of Form S-8, the contents of the registration
statement on form S-8 filed by Milacron Inc., formerly known as
Cincinnati Milacron Inc., with respect to the Cincinnati Milacron
Performance Dividend Plan, registration statement No. 2-73772,
are incorporated herein by reference.
Item 8. Exhibits.
Exhibit No.
5 Opinion of Cravath, Swaine & Moore, counsel for registrant,
as to legality of the securities offered under the Plan
23.1 Consent of Ernst & Young LLP, independent auditors
23.2 Consent of Cravath, Swaine & Moore - See Exhibit 5
24 Powers of Attorney
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, State of Ohio, on this 10th day of
November, 1999.
MILACRON INC.
By: /s/Robert P. Lienesch
___________________
Robert P. Lienesch
Vice President-
Finance and Treasurer
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 10th
day of November, 1999.
Signature Title
* Chairman and Chief
Daniel J. Meyer Executive Officer and Director
(Principal Executive Officer)
* Director
Darryl F. Allen
* Director
Neil A. Armstrong
* Director
David L. Burner
* Director
Barbara Hackman Franklin
* Director
Harry A. Hammerly
* Director
James E. Perrella
* Director
Joseph A. Pichler
* Director
Joseph A. Steger
* Director
Harry C. Stonecipher
* President and
Ronald D. Brown Chief Operating Officer
* Controller (Chief Accounting
Jerome L. Fedders Officer)
/s/Ronald D. Brown
_____________________
Ronald D. Brown
Attorney-In-Fact
*Original Powers of Attorney authorizing Daniel J. Meyer, Ronald
D. Brown and Hugh C. O'Donnell 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 INDEX
5 Opinion of Cravath, Swaine & Moore, counsel for registrant,
as to legality of the securities offered under the Plan
23.1 Consent of Ernst & Young LLP, independent auditors
23.2 Consent of Cravath, Swaine & Moore-see Exhibit 5
24 Powers of Attorney
Exhibit 5
CRAVATH, SWAIN E & MOORE
WORLDWIDE PLAZA
825 EIGHTH AVENUE
NEW YORK, NY 10019-7475
November 8, 1999
Milacron Inc.
Performance Dividend and Savings Plan
Registration Statement on Form S-8
Dear Ladies and Gentlemen:
We have acted as special counsel for 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 1,367,000 shares of Common Stock,
par value $1.00 per share, of the Company (the "Common Stock"),
issuable upon distributions from the Milacron Inc. Performance
Dividend and Savings 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 distribution from 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 incorporation by reference in the
Registration Statement (Form S-8) pertaining to the Milacron
Inc. Performance Dividend and Savings Plan of our report
dated February 8, 1999, with respect to the consolidated
financial statements and schedule of Milacron Inc. and
subsidiaries, included in its Annual Report on Form 10-K for
the year ended December 31, 1998, filed with the Securities
and Exchange Commission.
Cincinnati, Ohio
November 5, 1999
Exhibit 24
MILACRON INC.
POWER OF ATTORNEY
Know all men by these presents that each of the undersigned
directors and officers of 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, registration statements for
the registration of common shares of Milacron Inc., par value
$1.00 per share ("Common Shares") for purposes of the Milacron
Inc. 1999 Employee Stock Purchase Plan, the Milacron Inc.
Performance Dividend and Savings Plan and the Milacron Inc.
Retirement Savings Plan, hereby constitutes and appoints Daniel
J. Meyer, Ronald D. Brown, and Hugh C. O'Donnell, 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
statements about to be filed and any and all subsequent effective
and post-effective amendments to said registration statements
with full power where appropriate to affix the corporate seal of
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 statements 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 7/26/99 /s/ James E. Perrella 7/29/99
Daniel J. Meyer, Chairman, Date James E. Perrella, Director Date
President, Chief Executive
Officer and Director
/s/ Darryl F. Allen 7/29/99 /s/ Joseph A. Pichler 7/29/99
Darryl F. Allen, Director Date Joseph A. Pichler,Director Date
/s/ Neil A. Armstrong 7/29/99 /s/ Joseph A. Steger 7/29/99
Neil A. Armstrong, Director Date Joseph A. Steger,
Director Date
/s/ David L. Burner 7/29/99 /s/ Harry C. Stonecipher 7/29/99
David L. Burner, Director Date Harry C. Stonecipher, Date
Director
/s/ Barbara Franklin 7/29/99 /s/ Ronald D. Brown 7/23/99
Barbara Hackman Franklin, Date Ronald D. Brown Date
Director Senior Vice President,
Finance and Administration
and Chief Financial Officer
/s/ Harry A. Hammerly 7/29/99 /s/ Jerome L. Fedders 7/23/99
Harry A. Hammerly, Director Date Jerome L. Fedders Date
Controller
