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. 1999 Employee Stock Purchase Plan
(Full Title of the Plan)
Hugh C. O'Donnell
Milacron Inc.
2090 Florence Avenue
Cincinnat, Ohio 45206
(Name and Address of Agent For Service)
(513) 841-8100
(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, 500,000 Shares $14.9375 $7,468,750.00 $2,076.31
Par Value $1.00
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 I
INFORMATION REQUIRED IN THE SECTION 10(a)
PROSPECTUS 1/ Item 1. Plan Information.
Item 2. Registrant Information and Employee Plan Annual
Information.
__________________________________________
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The annual report of Milacron Inc. (the
"Company" or "Milacron") on Form 10-K for the fiscal
year ended December 31, 1998, and all other reports
filed by the Company pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 (the
"Exchange Act") since December 31, 1998, are
incorporated herein by reference. All documents
subsequently filed by Milacron pursuant to Section
13(a), 13(c), 14 and 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 herein by reference 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 herein by reference 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 Milacron Common Stock,
par value $1.00 per share, included or incorporated
by reference in Milacron's registration statement on
Form 8-B, File No. 1-8485, filed pursuant to Section
12(b) of the Exchange Act, and any amendments or
reports filed for the purpose of updating such
descriptions are 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 ("Section 145") permits
indemnification by Milacron of the directors and
officers of Milacron involved in a civil or criminal
action, suit or proceeding, including, under certain
circumstances, suits by or in the right of Milacron,
for any expenses, including attorneys' fees, and
(except in the case of suits by or in the right of
Milacron) any liabilities which they have actually
and reasonably incurred in consequence of such
action, suit or proceeding under conditions stated in
said section.
Article Eleventh of the Restated
Certificate of Incorporation of Milacron and Article
XII of the By-Laws, as amended, of Milacron provides,
in effect, for indemnification of the directors and
officers of Milacron to the fullest extent permitted
by Section 145. In addition, Milacron maintains
liability insurance for its directors and officers.
Item 7. Exemption from Registration Claimed.
Not applicable.
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
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
this registration statement
(or the most recent post-
effective amendment hereof)
which, individually or in
the aggregate, represent a
fundamental change in the
information set forth in
this registration statement;
(iii) to include any material
information with respect to
the plan of distribution not
previously disclosed in this
registration statement or any material
change to such information in this
registration statement;
provided, however that paragraphs (1)(a)(i) and
(1)(a)(ii) do not apply if this 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 this 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 herein, 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 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 this
registration statement shall be deemed to be a new
registration statement relating to the securities
offered herein, 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 Securities Act of
1933 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 Securities Act of 1933 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, State of Ohio, on this 10th day of November,
1999.
MILACRON INC.
/s/ Robert P. Lienesch
By: ___________________
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, SWAINE & MOORE
WORLDWIDE PLAZA
825 EIGHTH AVENUE
NEW YORK, NY 10019-7475
November 8, 1999
Milacron Inc.
1999 Employee Stock Purchase 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 500,000 shares of Common Stock, par
value $1.00 per share, of the Company (the "Common Stock"),
issuable upon distributions from the Milacron Inc. 1999 Employee
Stock Purchase 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. 1999 Employee Stock Purchase 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
