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REGISTRATION NO. 33-_____________
As filed with the Securities and Exchange Commission on May 2, 1995
________________________________________________________________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
________________
THE OILGEAR COMPANY
(Exact name of registrant as specified in its charter)
WISCONSIN 39-0514580
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2300 South 51st Street
P.O. Box 343924
Milwaukee, Wisconsin 53234-3924
(Address of Principal Executive Offices) (ZIP Code)
_________________
THE OILGEAR COMPANY 1992 STOCK OPTION PLAN
(Full title of the plan)
_________________
Copy to:
THOMAS J. PRICE HARRY G. HOLZ, ESQ.
Vice President of Finance Quarles & Brady
and Corporate Secretary 411 East Wisconsin Avenue
THE OILGEAR COMPANY Milwaukee, Wisconsin 53202
2300 South 51st Street
P.O. Box 343924
Milwaukee, Wisconsin 53234-3924
(Name and address of agent for service)
(414) 327-1700
(Telephone number, including area code, of agent for service)
_________________
CALCULATION OF REGISTRATION FEE
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PROPOSED
PROPOSED MAXIMUM
TITLE OF SECURITIES MAXIMUM AGGREGATE AMOUNT OF
TO BE AMOUNT TO BE OFFERING PRICE OFFERING REGISTRATION
REGISTERED REGISTERED(1) PER SHARE PRICE(2) FEE
---------- ------------- --------- -------- ---
<S> <C> <C> <C> <C>
Common Stock,
$1.00 par value 100,000 shares (2)(3) $1,265,000 $437
=================================================================================================
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(1) The Plan provides for the possible adjustment of the number, price and
kind of shares covered by options granted or to be granted in the
event of certain capital or other changes affecting the Registrant's
Common Stock. This Registration Statement therefore covers, in
addition to the above-stated 100,000 shares, an indeterminate number
of shares that may become subject to the Plan by means of any such
adjustment.
(2) Pursuant to Rule 457(h), estimated solely for the purpose of computing
the registration fee, based upon (i) the aggregate exercise price for
the 72,500 shares underlying the outstanding options granted on
December 16, 1992 at $11.00 per share, and (ii) as to the remaining
27,500 shares available, $17.00 per share, which is the average of the
high and low sales prices of the Registrant's Common Stock on April
28, 1995, as reported in the NASDAQ National Market System.
(3) The actual offering price will be determined in accordance with the
terms of the Plan. However, in no event shall such price be less than
100% of the Fair Market Value of the Registrant's Common Stock on the
date on which an option is granted.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Information specified in Part I of Form S-8 (Items 1 and 2) will be
sent or given to Plan participants as specified by Rule 428(b)(1) under the
Securities Act of 1933.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by The Oilgear Company (the
"Registrant") (Commission File No. 0-822) with the Securities and Exchange
Commission (the "Commission") pursuant to Section 13 of the Securities Exchange
Act of 1934 (the "1934 Act") are incorporated herein by reference:
(a) The Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1994; and
(b) The Registrant's Current Report on Form 8-K dated May 2, 1995,
including specifically the description of the Registrant's
Common Stock in Item 5 thereof, filed for the purpose of
updating the description of the Registrant's Common Stock
under the 1934 Act (and any amendment or report filed for the
purpose of updating such description), which Report supersedes
in its entirety the Registrant's Current Report on Form 8-K
dated August 19, 1993 filed for the same purpose.
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act, prior to the filing of a
post-effective amendment 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 herein and to be a part hereof from
the date of the 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 hereof to the extent that a statement contained herein or in any
other 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 hereof.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable. See Item 3(b) above.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant is incorporated under the Wisconsin Business
Corporation Law ("WBCL"). Under Section 180.0851(1) of the WBCL, the
Registrant is required to indemnify a director or officer, to the extent such
person is successful on the merits or otherwise in the defense of a proceeding,
for all reasonable expenses incurred in the proceeding if such person was a
party because he or she was a director or officer of the Registrant. In all
other cases, the Registrant is required by Section 180.0851(2) of the WBCL to
indemnify a director or officer against liability incurred in a proceeding to
which such person was a party because he or she was an officer or director of
the Registrant, unless it is determined that he or she breached or failed to
perform a duty owed to the Registrant and the breach or failure to perform
constitutes: (i) a willful failure to deal fairly with the Registrant or its
shareholders in connection with a matter in which the director or officer has a
material conflict of interest; (ii) a violation of criminal law, unless the
director or officer had reasonable cause to believe his or her conduct was
lawful or no reasonable cause to believe his or her conduct was unlawful; (iii)
a transaction from which the director or officer derived an improper personal
profit; or (iv) willful misconduct. Section 180.0858(1) of the WBCL provides
that, subject to certain limitations, the mandatory indemnification provisions
do not preclude any additional right to indemnification or allowance of
expenses that a director or officer may have under the Registrant's articles of
incorporation, bylaws, a written agreement or a resolution of the Board of
Directors or shareholders.
Section 180.0859 of the WBCL provides that it is the public policy of
the State of Wisconsin to require or permit indemnification, allowance of
expenses and insurance to the extent required or permitted under Sections
180.0850 to 180.0858 of the WBCL for any liability incurred in connection with
a proceeding involving a federal or state statute, rule or regulation
regulating the offer, sale or purchase of securities.
Section 180.0828 of the WBCL provides that, with certain exceptions, a
director is not liable to a corporation, its shareholders, or any person
asserting rights on behalf of the corporation or its shareholders, for damages,
settlements, fees, fines, penalties or other monetary liabilities arising from
a breach of, or failure to perform, any duty resulting solely from his or her
status as a director, unless the person asserting liability proves that the
breach or failure to perform constitutes any of the four exceptions to
mandatory indemnification under Section 180.0851(2) referred to above.
Under Section 180.0833 of the WBCL, directors of the Registrant
against whom claims are asserted with respect to the declaration of an improper
dividend or other distribution to shareholders to which they assented are
entitled to contribution from other directors who assented to such distribution
and from shareholders who knowingly accepted the improper distribution, as
provided therein.
Article V of the Registrant's Bylaws contains provisions that
generally parallel the indemnification provisions of the WBCL and cover certain
procedural matters not dealt with in the WBCL.
Directors and officers of the Registrant are covered by directors' and
officers' liability insurance under which they are insured (subject to certain
exceptions and limitations specified in the policy) against expenses and
liabilities arising out of proceedings to which they are parties by reason of
being or having been directors or officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
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ITEM 8. EXHIBITS.
See Exhibit Index following Signature page in this Registration
Statement, which Exhibit Index is incorporated herein by reference.
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) 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 (a)(1)(i) and (a)(1)(ii) do
not apply if 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.
(2) 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.
(3) 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.
(b) 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 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 thereof.
(h) Reference is made to the indemnification provisions referred
to in Item 6 of this Registration Statement.
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
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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.
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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 Milwaukee, State of Wisconsin, on May 2, 1995.
THE OILGEAR COMPANY
(Registrant)
By: /s/ Thomas J. Price
----------------------------------------
Thomas J. Price
Vice President - Finance and Secretary
__________________
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Carl L. Gosewehr, Otto F. Klieve and
Thomas J. Price, and each of them, his true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, and any
other regulatory authority, granting unto said attorneys-in-fact and agents,
and each of them, full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about the premises, as
fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or their substitutes, may lawfully do or cause to be done by virtue
hereof.
__________________
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 date indicated.*
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/s/ Otto F. Klieve
- -------------------------------------------- -----------------------------------------------------------
Otto F. Klieve, President Rod LeMense, Director
and Chief Executive Officer
(Principal Executive Officer)
and Director
/s/ Thomas J. Price /s/ Edward Neuwirth
- -------------------------------------------- -----------------------------------------------------------
Thomas J. Price, Vice President - Finance Edward Neuwirth, Director
and Secretary
(Principal Financial Officer and
Principal Accounting Officer)
/s/ Carl L. Gosewehr /s/ Randolph W. Carson
- -------------------------------------------- -----------------------------------------------------------
Carl L. Gosewehr, Chairman of the Board Randolph W. Carson, Director
/s/ Gerhard W. Bahner /s/ Frank L. Schmit
- -------------------------------------------- -----------------------------------------------------------
Gerhard W. Bahner, Director Frank L. Schmit, Director
/s/ Roger G. DeLong /s/ David A. Zuege
- -------------------------------------------- -----------------------------------------------------------
Roger G. DeLong, Director David A. Zuege, Director
</TABLE>
*Each of these signatures is affixed as of May 2, 1995.
S-1
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THE OILGEAR COMPANY
(THE "REGISTRANT")
(COMMISSION FILE NO. 0-822)
EXHIBIT INDEX
TO
FORM S-8 REGISTRATION STATEMENT
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EXHIBIT INCORPORATED HEREIN FILED SEQUENTIAL
NUMBER DESCRIPTION BY REFERENCE TO HEREWITH PAGE NO.
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4.1 Restated Articles of Exhibit 3.1 to the
Incorporation of Registrant's Form 10-K
The Oilgear Company for the year ended
(as adopted March 18, 1969) December 31, 1994
4.2 Bylaws of The Oilgear Company Exhibit 3.2 to
(as amended and restated by the Registrant's Form
the Board of Directors, 10-K for the year ended
effective January 1, 1992, to December 31, 1991
reflect the revised Wisconsin
Business Corporation Law)
5 Opinion of Counsel X
23.1 Consent of KPMG Peat Marwick LLP X
23.2 Consent of Counsel Contained in
Opinion filed
as Exhibit 5
24 Powers of Attorney Signature Page
to this
Registration Statement
99 The Oilgear Exhibit A to the
Company 1992 Registrant's
Stock Option 1993 Annual
Plan Meeting Proxy
Statement dated
March 26, 1993
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EXHIBIT 5
(Form S-8)
QUARLES & BRADY
411 East Wisconsin Avenue
Milwaukee, Wisconsin 53202
May 2, 1995
The Oilgear Company
2300 South 51st Street
P.O. Box 343924
Milwaukee, Wisconsin 53234-3924
Gentlemen:
We are providing this opinion in connection with the Registration
Statement of The Oilgear Company (the "Company") on Form S-8 (the "Registration
Statement") filed under the Securities Act of 1933, as amended (the "Act"),
with respect to the proposed sale of up to 100,000 shares of Common Stock,
$1.00 par value, of the Company (the "Shares") pursuant to The Oilgear Company
1992 Stock Option Plan (the "Plan"). We have examined (i) the Registration
Statement; (ii) the Company's Restated Articles of Incorporation and Bylaws, as
amended to date; (iii) the Plan; (iv) corporate proceedings relating to the
adoption of the Plan and the issuance of the Shares; and (v) such other
documents and records as we have deemed necessary in order to render this
opinion. In rendering this opinion, we have relied as to certain factual
matters on certificates of officers of the Company and of state officials.
Based upon the foregoing, it is our opinion that:
1. The Company is a corporation duly incorporated and validly
existing under the laws of the State of Wisconsin.
2. The Shares, when issued and paid for as contemplated by the
Registration Statement and the Plan, will be validly issued,
fully paid and non-assessable by the Company subject to the
personal liability which may be imposed on shareholders by
Section 180.0622(2)(b) of the Wisconsin Business Corporation
Law, as judicially interpreted, for debts owing to employees
for services performed, but not exceeding six months service
in any one case. Although Section 180.0622(2)(b) provides
that such personal liability of shareholders shall be "to an
amount equal to the par value of shares owned by them
respectively, and to the consideration for which their shares
without par value was issued," the Wisconsin Supreme Court, by
a split decision without a written opinion, has affirmed a
judgment holding shareholders of a corporation liable under
the substantially identical predecessor statute in effect
prior to January 1, 1991 (Section 180.40(6)) for unpaid
employee wages to an amount equal to the consideration for
which their par value shares were issued rather than the
shares' lower stated par value. Local 257 of Hotel and
Restaurant Employees and Bartenders International Union v.
Wilson Street East Dinner
<PAGE> 2
The Oilgear Company
May 2, 1995
Page 2
Playhouse, Inc., 126 Wis. 2d 284, 375 N.W.2d 664 (1985) (affirming the
1983 decision of the Circuit Court for Dane County, Wisconsin, in Case
No. 82-CV-0023).
We consent to the filing of this opinion as an Exhibit to the
Registration Statement. In giving our consent, we do not admit that we are
"experts" within the meaning of Section 11 of the Act, or that we come within
the category of persons whose consent is required by Section 7 of the Act.
Very truly yours,
QUARLES & BRADY
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EXHIBIT 23.1
(Form S-8)
Consent of KPMG Peat Marwick LLP
The Board of Directors
The Oilgear Company:
We consent to the use of our reports incorporated herein by reference.
KPMG PEAT MARWICK LLP
Milwaukee, Wisconsin
May 1, 1995
