<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 3, 1997
REGISTRATION NO. 333-_____
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
PARK-OHIO INDUSTRIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Ohio 34-6520107
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
23000 Euclid Avenue
Cleveland, Ohio 44117
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
PARK-OHIO INDUSTRIES, INC.
Amended and Restated 1992 Stock Option Plan
and
1996 Non-Employee Director Stock Option Plan
(FULL TITLE OF THE PLANS)
Ronald J. Cozean, Esq.
Secretary and General Counsel
Park-Ohio Industries, Inc.
23000 Euclid Avenue
Cleveland, Ohio 44117
(NAME AND ADDRESS OF AGENT FOR SERVICE)
(216) 692-7200
(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
============================================================================================================================
PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF SECURITIES AMOUNT OFFERING AGGREGATE AMOUNT OF
TO BE REGISTERED TO BE PRICE PER OFFERING REGISTRATION
REGISTERED(1) SHARE(2) PRICE (2) FEE (3)
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Shares,
par value $1.00 per share 750,000 $12.375 $9,281,250 $2,813
============================================================================================================================
<FN>
(1) This registration covers 500,000 shares under the Amended and
Restated 1992 Stock Option Plan; 350,000 shares were
previously registered under this plan on Form S-8 (No.
33-64420). The registration also covers 250,000 shares under
the 1996 Non-Employee Director Stock Option Plan.
(2) Based on the last sale reported of securities of the same
class on the NASDAQ National Market System on May 29, 1997.
(3) Computed in accordance with Rule 457(h) under the Securities
Act of 1933.
</TABLE>
================================================================================
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Rw
Item 3. Incorporation of Documents by Reference
- -----------------------------------------------
Park-Ohio Industries, Inc. (the "Company")incorporates by
reference into this registration statement the following documents:
(a) The Company's Annual Report on Form 10-K, for the
fiscal year ended December 31, 1996.
(b) The Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1997.
(c) The description of the Common Shares, par value
$1.00 per share, of the Company contained in the
Company's Form S-4 (No. 33-87230) filed with the
Securities and Exchange Commission on December 9,
1994.
All documents subsequently filed by the Company pursuant to Section
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 (the "Exchange
Act"), prior to the filing of a post-effective amendment that indicates all
securities offered have been sold, or that deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
registration statment and to be part hereof from the date of filing of such
documents.
Item 4. Description of Securities
- ---------------------------------
Not applicable.
Item 5. Interest of Named Experts and Counsel
- ---------------------------------------------
Not applicable.
Item 6. Indemnification of Directors and Officers
- --------------------------------------------------
Pursuant to Section 34 of the Company's Regulations, the Company is
required to indemnify any director or officer and any former director or officer
of the Company, against expenses,
2
<PAGE> 3
including attorney's fees, judgments, fines and amounts paid in settlement,
actually and reasonably incurred by him by reason of the fact that he is or was
such a director or officer, in connection with any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative, to the full extent permitted by applicable law.
Ohio Revised Code Section 1701.13 permits indemnification of such
persons with respect to such matters, other than an action by or in the right of
the Company, if such person acted in good faith and in a manner such person
reasonably believed to be in or not opposed to the best interests of the Company
and, with respect to any criminal action or proceeding, had no reasonable cause
to believe his conduct was unlawful. In the case of an action brought by or in
the right of the Company, such Ohio Revised Code section permits indemnification
of such persons against expenses, including attorneys' fees, actually and
reasonably incurred by such person in connection with the settlement or defense
of such action if such person acted in good faith and in a manner that such
person reasonably believed to be in or not opposed to the best interests of the
Company, subject to certain exceptions, including an exception for a matter as
to which such person is adjudged to be liable for negligence or misconduct in
the performance of such person's duty to the Company, unless the court in which
such action was brought determines that such person is fairly and reasonably
entitled to indemnity for such expenses as the court shall deem proper.
Each director and officer of the Company is a party to an
indemnification agreement with the Company, which agreement provides that the
Company will indemnify such officer or director against expenses, including,
without limitation, attorney's fees, judgments, fines, and amounts paid in
settlement, in connection with any claim against such officer or director
arising out of such person's being an officer or director of the Company, to the
full extent provided by (i) the Company's Regulations in effect on the date of
the agreement, (ii) the Company's By-laws, Regulations or Articles of
Incorporation, as in effect at the time expenses are incurred, (iii) Ohio law on
the date of the agreement or the law governing the Company at the time the
expenses are incurred, or (iv) insurance maintained by the Company, at the
option of such officer or director. The Company has also agreed to maintain
3
<PAGE> 4
directors' and officers' liability insurance so long as such insurance is
available on a basis acceptable to the Company, and to advance funds for
expenses, provided the officer or director agrees to reimburse the Company if he
is ultimately found not to be entitled to such indemnification.
The Company maintains insurance policies that insure the Company's
directors and officers against certain liabilities (excluding fines and
penalties imposed by law) which might be incurred by them in such capacities and
insure the registrant for amounts which may be paid by it (up to the limits of
such policies) to indemnify the directors and officers covered by the policies.
Item 7. Exemption from Registration Claimed
- -------------------------------------------
Not applicable.
Item 8. Exhibits
- -----------------
(4)(a) Amended and Restated Articles of Incorporation
of the Company (incorporated herein by
reference to Exhibit 4(a) to Registrant's Form
S-3 (No. 33-86054) filed with the Commission
on November 7, 1994).
(4)(b) Regulations of the Company (incorporated
herein by reference to Exhibit 4(a) to
Registrant's Form S-3 (No. 33-86054) filed
with the Commission on November 7, 1994).
(5) Opinion of Squire, Sanders & Dempsey L.L.P. as
to the legality of the securities registered.
(15) Letter from Ernst & Young LLP regarding
unaudited interim financial information.
(23)(a) Consent of Ernst & Young LLP.
(23)(b) Consent of Squire, Sanders & Dempsey L.L.P.
(contained in opinion filed as Exhibit 5).
(24) Powers of Attorney (included on the signature
4
<PAGE> 5
page hereto).
(99)(a) The Company's Amended and Restated 1992 Stock
Option Plan.
(99)(b) The Company's 1996 Non-Employee Director Stock
Option Plan.
Item 9. Undertakings
- ---------------------
(a) The Company hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement 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;
(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; and
(b) The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1993, 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
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
5
<PAGE> 6
(h) 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 provisions described under Item 15
above 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.
6
<PAGE> 7
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Park-Ohio
Industries, Inc. certifies that it has reasonable grounds to believe that it
meets all 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 Cleveland, State of Ohio, on this 3rd day of
June, 1997.
PARK-OHIO INDUSTRIES, INC.
By: /s/ James S. Walker
--------------------------------
James S. Walker, Vice President
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints
James S. Walker, or Ronald J. Cozean, and each of them, as his or her true and
lawful attorney-in-fact and agent, 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 all documents relating thereto, and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission 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 necessary or advisable 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 substitute or
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 dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Edward F. Crawford President and Chief June 3, 1997
- ---------------------------- Executive Officer and
Edward F. Crawford
</TABLE>
7
<PAGE> 8
<TABLE>
<S> <C> <C>
Director (Principal
Executive Officer)
/s/ James S. Walker Vice President and Chief June 3, 1997
- ----------------------------- Financial Officer
James S. Walker (Principal Financial and
Accounting Officer)
/s/ Lewis E. Hatch, Jr. Director June 3, 1997
- ----------------------------
Lewis E. Hatch, Jr.
/s/ Thomas E. McGinty Director June 3, 1997
- ----------------------------
Thomas E. McGinty
/s/ Lawrence O. Selhorst Director June 3, 1997
- ----------------------------
Lawrence O. Selhorst
/s/ Richard S. Sheetz Director June 3, 1997
- ----------------------------
Richard S. Sheetz
/s/ James W. Wert Director June 3, 1997
- ----------------------------
James W. Wert
</TABLE>
8
<PAGE> 9
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT
- ------ -------
<S> <C>
(4)(a) - Amended and Restated Articles of Incorporation of the
Company (incorporated herein by reference to Exhibit 4(a)
to Registrant's Form S-3 (No. 33-86054) filed with the
Commission on November 7, 1994).
(4)(b) - Regulations of the Company (incorporated herein by
reference to Exhibit 4(a) to Registrant's Form S-3 (No.
33-86054) filed with the Commission on November 7, 1994).
(5) - Opinion of Squire, Sanders & Dempsey L.L.P. as to the
legality of the securities registered.
(15) - Letter from Ernst & Young LLP regarding unaudited
interim financial information.
(23)(a) - Consent of Ernst & Young LLP.
(23)(b) - Consent of Squire, Sanders & Dempsey L.L.P. (contained
in opinion filed as Exhibit 5).
(24) - Power of Attorney (included on the signature page
hereto).
(99)(a) - The Company's Amended and Restated 1992 Stock Option
Plan.
(99)(b) - The Company's 1996 Non-Employee Director Stock Option Plan.
</TABLE>
9
<PAGE> 1
Exhibit 5
SQUIRE, SANDERS & DEMPSEY L. L. P.
4900 Key Tower
127 Public Square
Cleveland, Ohio 44114-1304
June 3, 1997
Park-Ohio Industries, Inc.
23000 Euclid Avenue
Euclid, Ohio 44117
Re: Registration Statement on Form S-8
----------------------------------
Gentlemen:
Reference is made to your Registration Statement on Form S-8 to be
filed with the Securities and Exchange Commission with respect to an aggregate
of 750,000 common shares, par value $1.00 per share ("Common Shares"), of
Park-Ohio Industries, Inc. issuable pursuant to the Park-Ohio Industries, Inc.
Amended and Restated 1992 Stock Option Plan and the Park-Ohio Industries, Inc.
1996 Non-Employee Director Stock Option Plan (the "Plans"). We are familiar
with the Plans, and we have examined such documents and certificates and
considered such matters of law as we deemed necessary for the purposes of this
opinion.
Based upon the foregoing, we are of the opinion that the Common Shares
issuable pursuant to the Plans, when issued in accordance with the provisions
of the Plans, will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Respectfully submitted,
Squire, Sanders & Dempsey L. L. P.
<PAGE> 1
Exhibit 15
EXHIBIT 15 LETTER RE: UNAUDITED FINANCIAL INFORMATION
Board of Directors and Shareholders
Park-Ohio Industries, Inc.
We are aware of the incorporation by reference in the Registration Statement on
Form S-8 pertaining to the Amended and Restated 1992 Stock Option Plan and the
1996 Non-Employee Director Stock Option Plan of Park-Ohio Industries, Inc. for
the registration of 500,000 shares and 250,000 shares, respectively, of its
common stock of our report dated April 21, 1997 relating to the unaudited
condensed consolidated interim financial statements of Park-Ohio Industries,
Inc., which are included in its Forms 10-Q for the quarter ended March 31, 1997.
Pursuant to Rule 436(c) of the Securities Act of 1933 our report is not a part
of the registration statement prepared or certified by accountants within the
meaning of Section 7 or 11 of the Securities Act of 1933.
/s/ Ernst & Young LLP
June 2, 1997
<PAGE> 1
Exhibit 23 (a)
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration Statement on
Form S-8 pertaining to the Amended and Restated 1992 Stock Option Plan and 1996
Non-Employee Director Stock Option Plan of Park-Ohio Industries, Inc. for the
registration of 500,000 shares and 250,000 shares, respectively of its common
stock of our report dated February 17, 1997 with respect to the consolidated
financial statements of Park-Ohio Industries, Inc. included in its Annual
Report on Form 10-K for the year ended December 31, 1996, filed with the
Securities and Exchange Commission.
/s/ERNST & YOUNG LLP
Cleveland, Ohio
June 2, 1997
<PAGE> 1
EXHIBIT 99(a)
PARK-OHIO INDUSTRIES, INC.
AMENDED AND RESTATED
1992 STOCK OPTION PLAN
1. PURPOSE OF PLAN. The purpose of this Plan is to advance the interests
of Park-Ohio Industries, Inc. (the "Company") and its shareholders by providing
means whereby officers (including officers who are directors) and key employees
of the Company and its subsidiaries may be furnished with additional incentive
by being given an opportunity to purchase shares of Common Stock of the Company
("Shares") pursuant to the exercise of options granted under this Plan. The
options granted under this Plan shall either be options which are intended to
qualify as "incentive stock options" under Section 422 of the Internal Revenue
Code of 1986, as amended (the "Code"), or any successor provision ("Incentive
Stock Options") or options which do not qualify as Incentive Stock Options
("Non-Statutory Options").
2. SHARES SUBJECT TO PLAN. The aggregate number of Shares for which
options may be granted under this Plan shall not exceed 850,000, and the maximum
aggregate number of shares for which options may be granted to any officer or
key employee in any calendar year shall be 200,000, except to the extent of
adjustment authorized by Section 7. The Shares to be issued upon exercise of
options granted under the Plan shall be made available, at the discretion of the
Board of Directors, from the authorized but unissued Shares or from Shares
reacquired by the Company, including Shares purchased in the open market. Any
Shares for which an option is granted hereunder which are released from such
option for any reason shall be available for other options under this Plan.
3. PLAN ADMINISTRATION. This Plan shall be administered by the
Compensation and Stock Option Committee (the "Committee") composed of not less
than two directors appointed by the Board of Directors. The Board of Directors
may also appoint one or more directors as alternate members of the Committee,
who may take the place of any absent member or members at any meeting of the
Committee. The members and alternate members of the Committee shall at all times
be "disinterested persons" within the meaning of Rule 16b-3(c)(2)(i) promulgated
under the Securities Exchange Act of 1934. The Committee shall have full power
to construe and interpret the Plan, to establish rules for its administration
and to grant options under the Plan. A majority of the Committee shall
constitute a quorum, and the action of a majority of the members (including
alternate members) of the Committee present at any meeting at which a quorum is
present, or acts unanimously approved in writing by all members shall be acts of
the Committee.
4. OPTION GRANTS. The Committee may from time to time and upon such terms
and conditions as it may determine, authorize the granting of Incentive Stock
Options and Non-Statutory Options to purchase Shares from the Company to
officers and key employees (as determined by the Committee) of the Company or
any subsidiary of the Company (as defined in Section 424 of the Code) and may
determine the number of Shares to be covered by each such option. The term
"employees" includes officers and directors who are full-time employees of the
Company or any subsidiary of the Company. The aggregate fair market value
(determined as of the date the option is granted) of Shares for which Incentive
Stock Options are exercisable for the first time by an individual during any
calendar year (under this Plan or any other plan of the company or of a parent
or subsidiary of the Company which provides for the granting of Incentive Stock
Options) shall not exceed $100,000. Any Incentive Stock Option granted to any
employee who is, at the time the option is granted, deemed for purposes of
Section 422 of the Code, or any successor provision, to own shares of the
Company possessing more than 10% of the total combined voting power of all
classes of shares of the Company or of a parent or subsidiary of the Company
shall have an option exercise price that is at least 110% of the fair market
value of the Shares at the Date of grant and shall not be exercisable after the
expiration of five years from the date it is granted. All actions of the
Committee under this Section shall be conclusive, provided such actions are not
inconsistent with the provisions of the Plan. Nothing in the Plan or in any
option
<PAGE> 2
granted thereunder shall confer any right on an employee to continue in the
employ of the Company or shall interfere in any way with the right of the
Company or any subsidiary of the Company, at any time to terminate his or her
employment with or without cause or to adjust his or her compensation.
5. OPTION PRICE. The option price shall be determined by the Committee and
set forth in the option agreement, but in no event shall the option price be
less than 100 percent of the fair market value of the Shares covered by the
option at the time the option is granted. The date on which the Committee
approves the granting of an option shall be deemed the date on which the option
is granted. The fair market value shall be the closing price of the Shares on
the NASDAQ National Market on the trading day immediately preceding the date on
which the option is granted.
6. PAYMENT. Upon the exercise of an option, payment of the option exercise
price may be made in cash or Shares or a combination of cash and Shares. The
Committee shall establish appropriate procedures for the acceptance of Shares in
payment or partial payment of an option exercise price.
7. ADJUSTMENTS. The Committee may make or provide for such adjustments in
the option price and in the number or kind of Shares or other securities
available for or covered by options as the Committee, in its sole discretion,
may determine are equitably required as the result of any change in the number
or kind of Shares or of other securities into which Shares shall have been
changed or for which they shall have been exchanged.
8. OPTION PERIOD. No option granted under this Plan may be exercised later
than 10 years after the date on which the option is granted.
9. OPTION AGREEMENT. The option agreement in which option rights are
granted to an employee shall be in the applicable form (consistent with this
Plan) from time to time approved by the Committee and shall be signed on behalf
of the Company by the Chairman of the Board, the President, the Secretary or any
Vice President of the Company, other than the employee who is a party thereto,
and shall be dated as of the date of the granting of the option, as determined
in Section 5. Except as permitted by applicable law, no option shall be
transferable by the optionee except by will or the laws of descent and
distribution, and options may be exercised during the employee's lifetime only
by him or her or his or her guardian or legal representative.
10. AMENDMENT OF PLAN. The Board of Directors shall have the right to
amend, modify, suspend or terminate this Plan at any time; provided, however,
that no such action shall, without the consent of any optionee, affect or in any
way impair the rights of such optionee under any option theretofore granted
under the Plan. In addition, no amendment or change shall be made in the Plan,
without further stockholder approval, (a) increasing the total number of Shares
as to which options may be granted under the Plan; (b) changing the minimum
option price hereinbefore specified for the optioned Shares or otherwise
materially increasing the benefits accruing to participants under the Plan; or
(c) changing the class of employees to whom options may be granted under the
Plan. Notwithstanding any other provision hereof, no action may be taken by the
Company which will impair the validity of any option then outstanding or which
will prevent the options issued or to be issued under this Plan intended as
Incentive Stock Options from being Incentive Stock Options under Section 422 of
the Code, or any successor provision, or prevent options issued pursuant to this
Plan from meeting the requirements for exemption from Section 16(b) of the
Securities Exchange Act of 1934, or subsequent comparable statute, as set forth
in Rule 16b-3 under said Act or subsequent comparable Rule.
11. EXPIRATION OF PLAN. Options may be granted under this Plan at any time
on or prior to February 18, 2002, on which date the Plan shall expire but
without affecting any options then outstanding.
12. APPROVAL OF PLAN BY SHAREHOLDERS. The Amended and Restated Plan was
adopted by resolution of the Board of Directors on March 16, 1995 and submitted
for approval by the shareholders of the Company at the 1995 Annual Meeting.
<PAGE> 1
EXHIBIT 99(b)
PARK-OHIO INDUSTRIES, INC.
1996 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
1. PURPOSES
The purposes of the Park-Ohio Industries, Inc. 1996 Non-employee Director
Stock Option Plan (the "Plan") are to promote the interests of Park-Ohio
Industries, Inc. (the "Company") and its subsidiaries by providing an incentive
to attract and retain qualified directors for the board of the Company based
upon the success and growth of the Company and its subsidiaries and by
furthering the identity of interests of the directors and the stockholders of
the Company.
2. SHARES SUBJECT TO THE PLAN
The maximum aggregate number of shares as to which stock options may at any
time be granted under the Plan (the "Options") shall be two hundred fifty
thousand (250,000) shares of the Company's common stock, par value $1.00 per
share (the "Common Stock"), subject to adjustment in accordance with Section 10.
Common Stock issued upon exercise of Options may be either authorized but
unissued shares or shares previously issued and reacquired by the Company. If
and to the extent Options terminate, expire or are cancelled without having been
exercised, the shares subject to such Options shall again be available for
purposes of, and may be optioned under, the Plan. All Options shall be
"nonqualified" under and for purposes of the Internal Revenue Code of 1986, as
amended ("Tax Code").
3. ELIGIBILITY FOR PARTICIPATION
Any member of the Company's Board of Directors ("Board") who is not an
employee of the Company or any of its subsidiaries shall be eligible to
participate in the Plan. Nothing contained in the Plan shall be construed to
limit the right of the Company to grant options to purchase its Common Stock
otherwise than under the Plan or to grant a particular person more than one
Option.
4. GRANTING OF OPTIONS
(a) Each director of the Company who is eligible to participate in this
Plan on the date of the Annual Meeting of Shareholders of any year, that is
whose term of office will continue for at least the year following such Annual
Meeting, shall be granted an Option as of such date, with the number of shares
of Common Stock subject to such Option to be equal to 6,000. Each Option shall
have an exercise price per share equal to the average Fair Market Value per
share of Common Stock for the five (5) trading days immediately preceding the
date as of which such Option is granted. Each Option grant to each director
shall be in lieu of any and all retainer fees (and meeting fees) otherwise
payable to the director for his service as such and/or on any committees of the
Board for the 12 month period beginning on the date of the Annual Meeting of
Shareholders as of which the Option is granted. Except as otherwise provided
herein, all Options granted pursuant to the Plan shall become exercisable six
months after the date of grant.
(b) For purposes of the Plan, the Fair Market Value of a share of Common
Stock as of any trading day shall be the reported closing price for a share of
Common Stock on the NASDAQ National Market.
<PAGE> 2
5. TERM OF OPTIONS
Except as provided in Section 7, Options granted hereunder shall be
exercisable for a term of ten years from the date of grant (the "Expiration
Date"). Notwithstanding anything to the contrary contained herein, no Option
shall be exercisable earlier than six months after its date of grant.
6. EXERCISE OF OPTIONS
(a) The exercise price of the shares as to which an Option shall be
exercised shall be paid in full at the time of exercise in cash or Common Stock
(valued at its Fair Market Value at the date of exercise) or a combination of
cash and Common Stock.
(b) Except as provided in Section 7, no Option may be exercised at any time
unless the holder thereof is then a director of the Company and has continuously
remained a director of the Company at all times since the date of grant of such
Option.
(c) Options shall be exercised by the holder thereof giving written notice
of such exercise to the Company. An Option may be exercised only with respect to
a whole number of shares of Common Stock. Subject to the other provisions
hereof, Options may be exercised at any time and in any order. Also subject to
the other provisions hereof, subsequent to the death of a director or former
director, any Options held by such decedent may be exercised by his personal
representative or the person or persons to whom said Option shall have been
transferred, as permitted hereunder.
(d) An Option shall be exercisable during a director's or former director's
lifetime only by the director or former director, the director's transferee, as
permitted hereunder, or, if the director or former director has become disabled,
by his legal representative.
7. EXERCISE ON TERMINATION OF EMPLOYMENT
(a) Except as otherwise provided herein, if a director to whom an Option
has been granted ceases to be a member of the Board (otherwise than as a result
of his death or after attainment of age 65), such Option may be exercised at any
time within six (6) months after the date on which he ceased to be a director;
provided, that in no event shall any Option be exercisable for a period of six
months from the date of grant.
(b) If a director to whom an Option has been granted dies while a member of
the Board or, notwithstanding Section 7(a), within six (6) months after he
ceases to be a member of the Board, or ceases to be a member of the Board after
attainment of age 65, such Option may be exercised at any time within one (1)
year after the later of the date of the director's death or the date after
attainment of age 65 that the director ceased to be a Board member, as the case
may be; provided, that in no event shall any Option be exercisable for a period
of six months from the date of grant.
(c) Notwithstanding anything to the contrary herein contained, if a
director resigns his directorship and such resignation is effective prior to his
attainment of age 65, any Option granted to him within six months prior to the
effective date of such resignation shall terminate as of the effective date of
such resignation. Moreover, at such other time as the right of any Option holder
to exercise an Option terminates, such Option, to the extent not theretofore
exercised, shall terminate.
(d) Notwithstanding anything to the contrary herein contained, in no event
shall any Option be exercisable after its Expiration Date.
<PAGE> 3
8. CONFIDENTIALITY/NONSOLICITATION
Each director accepting an Option covenants and agrees that he will not,
while a director of Company or at any time thereafter, disclose, duplicate,
distribute or use any Confidential Information, other than on behalf and for the
benefit of Park-Ohio. The foregoing agreement shall not be construed as
superseding or abridging any other stricter requirements or greater restrictions
with respect to the subject matter thereof that may also be applicable to such
director. The obligations contained in this Section 8 are, and constitute,
separate and several obligations of each such director, and such obligations
shall not be affected by, but rather shall survive, any termination of the Plan
and/or any exercise or termination of any Option. For purposes of this Section
8:
(a) "Confidential Information" means customer lists, rating formulae,
rate sheets, trade secrets, market studies, financial data and projections,
analyses, strategic plans and other documents, material and/or information,
whether or not in writing, acquired by a director of the Company as a
result of such director's service as such, which are (a) not totally within
the public domain and (b) such that a reasonable, prudent businessman would
not voluntarily relinquish, disseminate or communicate same to an actual or
potential competitor, customer or supplier.
(b) "Park-Ohio" includes the Company and also includes any other
entity in which the Company owns, whether directly or indirectly, fifty
percent (50%) or more of the stock and/or assets.
Notwithstanding any other provision of the Plan, any and all unexercised
Options and all rights under the Plan of a director or former director who
received an Option (or his legal transferee, designated beneficiary or legal
representatives) including the right to exercise the unexercised Options, shall
be forfeited if, prior to the time of such exercise, the director or former
director shall violate any of the agreements and covenants contained in this
Section 8.
9. NON-TRANSFERABILITY OF OPTIONS
A holder's Options and other rights and interests under the Plan (including
the right to exercise unexercised Options) may not be assigned or transferred
except that, (i) in the case of a holder's death, such Options, and other rights
and interests, shall be transferable to the person or persons to whom the Option
shall have been transferred by will or the laws of descent and distribution,
(ii) a holder's Options, and other rights and interests, may be transferred to
(I) any trust or estate in which the original holder (or such holder's spouse or
other immediate relative) has a substantial beneficial interest or (II) a spouse
or other immediate relative of the original holder, and (iii) a holder's
Options, and other rights and interests, may be transferred pursuant to a
qualified domestic relations order (as defined in the Tax Code). Any Option so
transferred shall continue to be subject to all the terms and conditions
contained in this Plan or any written agreement, pursuant to Section 14.
10. ADJUSTMENTS FOR CERTAIN EVENTS
In the event of a stock dividend, recapitalization, merger, consolidation,
split-up, combination or any other change in shares of Common Stock of the
Company, the Common Stock available for purposes of the Plan or subject to
Options outstanding hereunder shall be correspondingly increased, diminished or
changed, so that by exercise of any outstanding Option, the holder of the Option
shall receive, without change in aggregate purchase price, securities, as so
increased, diminished or changed, comparable to the number of shares of Common
Stock he would have received if he had exercised his Option prior to such event
and had continued to hold the Common Stock so purchased until affected by such
event.
<PAGE> 4
11. AMENDMENT AND TERMINATION
The Plan shall terminate on December 31, 2001 and no Options shall be
granted hereunder after such date. The Board may at any time and from time to
time terminate, modify or amend the Plan; provided, however, that unless also
approved or ratified by a vote of the holders of the outstanding shares of the
capital stock of the Company in accordance with the requirements of paragraph
(b) of Rule 16b-3, any such modification or amendment shall not (subject,
however, to the provisions of Section 10): (a) increase the maximum amount of
Common Stock for which Options may be granted under the Plan; (b) reduce the
Option exercise price at which Options may be granted; (c) extend the period
during which Options may be exercised beyond the times originally prescribed;
(d) materially modify the requirements as to eligibility for participation in
the Plan; or (e) materially increase the benefits accruing to Participants under
the Plan; provided, further, that the Plan provisions may not be amended more
than once every six months, other than to comport with changes in the Tax Code,
the Employee Retirement Income Security Act of 1974, as amended, or in either
case the rules thereunder. No such termination, modification or amendment may
diminish, limit or other wise impair the rights of a holder of an outstanding
Option. Nevertheless, with the consent of the holder affected, any such action
may be taken and outstanding Options may be amended in a manner not inconsistent
with the terms of the Plan.
12. RIGHTS OF AN OPTION HOLDER
Neither the Plan nor any action taken hereunder shall be construed as
giving any director any right to be retained as a director of the Company or
restrict the right to terminate his Board membership.
13. RIGHTS AS A STOCKHOLDER
A holder of an Option shall have no rights as a stockholder with respect to
any Common Stock covered by an Option until he shall have become the holder of
record of such Common Stock, and, except as provided in Section 10 hereof, no
adjustment shall be made for dividends (ordinary or extraordinary, whether in
cash, securities or other property) or distributions or other rights in respect
of such share for which the record date is prior to the date on which he shall
become the holder of record thereof.
14. AGREEMENTS WITH OPTION HOLDERS
Each Option granted under the Plan shall be evidenced by a written
agreement executed by an officer of the Company and the optionee and containing
such terms and conditions not inconsistent with the Plan as may be prescribed by
the officer executing the same.
15. REQUIREMENTS FOR ISSUANCE OF SHARES
The Company shall have the right to condition the issuance of Common Stock
to any holder of an Option upon exercise thereof on such holder's undertaking in
writing to comply with such restrictions on his subsequent disposition of such
Common Stock as the Company shall deem necessary or advisable as a result of any
applicable law, regulation or official interpretation thereof, and certificates
representing such share may be legended to reflect any such restrictions.
16. EFFECTIVE DATE
Subject to the approval of the Plan by the holders of a majority of the
Common Stock present or represented and entitled to vote at the Company's 1996
Annual Meeting of Shareholders or any adjournment
<PAGE> 5
thereof at which a quorum is present, the Plan shall be effective as of May 1,
1996. If the condition set forth above is not satisfied, the Plan shall
terminate automatically.
17. PLAN ADMINISTRATION
The Plan shall be administered by the Compensation and Stock Option
Committee of the Board (the "Committee"). The Committee, subject to the other
provisions of the Plan, shall have the sole authority to determine any matters
arising under the Plan. Subject to the other provisions of the Plan, the
Committee shall have full power and authority to administer and interpret the
Plan and to adopt or amend such rules, regulations, agreements and instruments
for implementing the Plan and for conduct of its business as it deems necessary
or advisable, except to the extent, in each case, different provision is made by
the Regulations of the Company or by resolution of the Board. Subject to the
express provisions of the Plan, the Committee's interpretations of the Plan and
all determinations made by the Committee pursuant to the powers vested in it
hereunder shall be conclusive and binding on all persons having any interest in
the Plan or in any options granted hereunder. A majority of the Committee shall
constitute a quorum for purposes of meetings which may be held at such times and
places and on such notice as the Committee deems appropriate. All actions and
determinations of the Committee shall be made by not less than a majority of its
members and may be made at a meeting or by written consent in lieu of a meeting,
except to the extent, in each case, different provision is made by the
Regulations of the Company or by resolution of the Board.
