<PAGE> 1
-------------------------
OMB APPROVAL
-------------------------
OMB Number: 3235-0066
Expires: May 31, 2001
Estimated average burden
hours per response . . 46
-------------------------
UNITED STATES
SECURITIES EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
PARKER-HANNIFIN CORPORATION
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Ohio 34-0451060
- --------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
6035 Parkland Boulevard, Cleveland, Ohio 44124
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
PARKER-HANNIFIN CORPORATION 1993 STOCK INCENTIVE PROGRAM
- --------------------------------------------------------------------------------
(Full title of the plan)
CT Corporation System, 1300 East Ninth Street, Cleveland, Ohio 44114
- --------------------------------------------------------------------------------
(Name and address of agent for service)
(216) 621-4270
- --------------------------------------------------------------------------------
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
Proposed maximum Proposed maximum
Title of securities to Amount to be offering price per aggregate offering Amount of
be registered registered(1) share(2) price registration fee
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value
$.50 per share 4,500,000 $47.00 $211,500,000 $55,836
- ------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Pursuant to Rule 416 of the Securities Act of 1933 (the "Securities
Act"), this Registration Statement also covers such additional Common
Stock, $.50 par value per share (the "Common Stock"), as may become
issuable pursuant to the anti-dilution provisions of the
Parker-Hannifin Corporation 1993 Stock Incentive Program.
(2) Estimated solely for calculating the amount of the registration fee,
pursuant to paragraphs (c) and (h) of Rule 457 of the General Rules and
Regulations under the Securities Act, on the basis of the average of
the high and low sale prices of such securities on the New York Stock
Exchange on January 21, 2000.
<PAGE> 2
INCORPORATION BY REFERENCE.
The contents of the Registration Statement on Form S-8 (Registration
No. 33-53193) as filed with the Securities and Exchange Commission on April 21,
1994 to register shares of Common Stock, $0.50 par value per share (the "Common
Stock"), to be issued pursuant to the 1993 Stock Incentive Program ("Program")
of Parker-Hannifin Corporation, an Ohio corporation (the "Company"), are hereby
incorporated herein by reference. This Registration Statement on Form S-8 is
filed for the purpose of registering an additional 4,500,000 shares of Common
Stock under such Program.
PART II
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article VII of the Company's Code of Regulations provides as follows:
The Corporation shall indemnify, to the full extent permitted or
authorized by the Ohio General Corporation Law as it may from time to time be
amended, any person made or threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that he is or was a
director, officer or employee of the Corporation, or is or was serving at the
request of the Corporation as a director, trustee, officer or employee of
another corporation, partnership, joint venture, trust or other enterprise. The
indemnification provided by this Article VII shall not be deemed exclusive of
any other rights to which any person seeking indemnification may be entitled
under the articles of incorporation or the regulations, or any agreement, vote
of shareholders or disinterested directors, or otherwise, both as to action in
his official capacity and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to be a director,
trustee, officer or employee and shall inure to the benefit of the heirs,
executors and administrators of such a person.
Section 1701.13(E) of the Ohio Revised Code provides as follows:
(E)(1) A corporation may indemnify or agree to indemnify any person who
was or is a party, or is threatened to be made a party, to any threatened,
pending, or completed action, suit, or proceeding, whether civil, criminal,
administrative, or investigative, other than an action by or in the right of the
corporation, by reason of the fact that he is or was a director, officer,
employee, or agent of the corporation, or is or was serving at the request of
the corporation as a director, trustee, officer, employee, member, manager, or
agent of another corporation, domestic or foreign, nonprofit or for profit, a
limited liability company, or a partnership, joint venture, trust, or other
enterprise, against expenses, including attorneys' fees, judgments, fines, and
amounts paid in settlement actually and reasonably incurred by him in connection
with such action, suit, or proceeding, if he acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, if he had
no reasonable cause to believe his conduct was unlawful. The termination of any
action, suit, or proceeding by judgment, order, settlement, or conviction, or
upon a plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, he had
reasonable cause to believe that his conduct was unlawful.
(2) A corporation may indemnify or agree to indemnify any person who
was or is a party, or is threatened to be made a party, to any threatened,
pending, or completed action or suit by or in the right of the corporation to
procure a judgment in its favor, by reason of the fact that he is or was a
director, officer, employee, or agent of the corporation, or is or was serving
at the request of the corporation as a director, trustee, officer, employee,
member, manager, or agent of another corporation, domestic or foreign, nonprofit
or for profit, a limited liability company, or a partnership, joint venture,
trust, or other enterprise, against expenses, including attorneys' fees,
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit, if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, except that no indemnification shall be made in respect of any of
the following:
<PAGE> 3
II-2
(a) Any claim, issue, or matter as to which such person is
adjudged to be liable for negligence or misconduct in the performance
of his duty to the corporation unless, and only to the extent that, the
court of common pleas or the court in which such action or suit was
brought determines, upon application, that, despite the adjudication of
liability, but in view of all the circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such expenses
as the court of common pleas or such other court shall deem proper;
(b) Any action or suit in which the only liability asserted
against a director is pursuant to Section 1701.95 of the Revised Code.
(3) To the extent that a director, trustee, officer, employee, member,
manager, or agent has been successful on the merits or otherwise in defense of
any action, suit, or proceeding referred to in division (E)(1) or (2) of this
section, or in defense of any claim, issue, or matter therein, he shall be
indemnified against expenses, including attorney's fees, actually and reasonably
incurred by him in connection with the action, suit, or proceeding.
(4) Any indemnification under division (E)(1) or (2) of this section,
unless ordered by a court, shall be made by the corporation only as authorized
in the specific case, upon a determination that indemnification of the director,
trustee, officer, employee, member, manager, or agent is proper in the
circumstances because he has met the applicable standard of conduct set forth in
division (E)(1) or (2) of this section. Such determination shall be made as
follows:
(a) By a majority vote of a quorum consisting of directors of
the indemnifying corporation who were not and are not parties to or
threatened with the action, suit, or proceeding referred to in division
(E)(1) or (2) of this section;
(b) If the quorum described in division (E)(4)(a) of this
section is not obtainable or if a majority vote of a quorum of
disinterested directors so directs, in a written opinion by independent
legal counsel other than an attorney, or a firm having associated with
it an attorney, who has been retained by or who has performed services
for the corporation or any person to be indemnified within the past five
years;
(c) By the shareholders; or
(d) By the court of common pleas or the court in which the
action, suit, or proceeding referred to in division (E)(1) or (2) of
this section was brought.
Any determination made by the disinterested directors under division
(E)(4)(a) or by independent legal counsel under division (E)(4)(b) of this
section shall be promptly communicated to the person who threatened or brought
the action or suit by or in the right of the corporation under division (E)(2)
of this section, and within ten days after receipt of such notification, such
person shall have the right to petition the court of common pleas or the court
in which such action or suit was brought to review the reasonableness of such
determination.
(5)(a) Unless at the time of a director's act or omission that is the
subject of an action, suit, or proceeding referred to in division (E)(1) or (2)
of this section, the articles or the regulations of a corporation state, by
specific reference to this division, that the provisions of this division do not
apply to the corporation and unless the only liability asserted against a
director in an action, suit, or proceeding referred to in division (E)(1) or (2)
of this section is pursuant to Section 1701.95 of the Revised Code, expenses,
including attorney's fees, incurred by a director in defending the action, suit,
or proceeding shall be paid by the corporation as they are incurred, in advance
of the final disposition of the action, suit, or proceeding, upon receipt of an
undertaking by or on behalf of the director in which he agrees to do both of the
following:
(i) Repay such amount if it is proved by
clear and convincing evidence in a court of competent
jurisdiction that his action or failure to act involved an act
or omission undertaken with deliberate intent to cause injury
to the corporation or undertaken with reckless disregard for
the best interests of the corporation;
<PAGE> 4
II-3
(ii) Reasonably cooperate with the
corporation concerning the action, suit, or proceeding.
(b) Expenses, including attorney's fees, incurred by a director,
trustee, officer, employee, member, manager, or agent in defending any action,
suit, or proceeding referred to in division (E)(1) or (2) of this section, may
be paid by the corporation as they are incurred, in advance of the final
disposition of the action, suit, or proceeding, as authorized by the directors
in the specific case, upon receipt of an undertaking by or on behalf of the
director, trustee, officer, employee, member, manager, or agent to repay such
amount, if it ultimately is determined that he is not entitled to be indemnified
by the corporation.
(6) The indemnification authorized by this section shall not be
exclusive of, and shall be in addition to, any other rights granted to those
seeking indemnification under the articles, the regulations, any agreement, a
vote of shareholders or disinterested directors, or otherwise, both as to action
in their official capacities and as to action in another capacity while holding
their offices or positions, and shall continue as to a person who has ceased to
be a director, trustee, officer, employee, member, manager, or agent and shall
inure to the benefit of the heirs, executors, and administrators of such a
person.
(7) A corporation may purchase and maintain insurance or furnish
similar protection, including, but not limited to, trust funds, letters of
credit, or self-insurance, on behalf of or for any person who is or was a
director, officer, employee, or agent of the corporation, or is or was serving
at the request of the corporation as a director, trustee, officer, employee,
member, manager, or agent of another corporation, domestic or foreign, nonprofit
or for profit, a limited liability company, or a partnership, joint venture,
trust, or other enterprise, against any liability asserted against him and
incurred by him in any such capacity, or arising out of his status as such,
whether or not the corporation would have the power to indemnify him against
such liability under this section. Insurance may be purchased from or maintained
with a person in which the corporation has a financial interest.
(8) The authority of a corporation to indemnify persons pursuant to
division (E)(1) or (2) of this section does not limit the payment of expenses as
they are incurred, indemnification, insurance, or other protection that may be
provided pursuant to divisions (E)(5), (6), and (7) of this section. Divisions
(E)(1) and (2) of this section do not create any obligation to repay or return
payments made by the corporation pursuant to division (E)(5), (6), or (7).
(9) As used in this division, references to "corporation" includes all
constituent entities in a consolidation or merger and the new or surviving
corporation, so that any person who is or was a director, officer, employee,
trustee, member, manager, or agent of such a constituent entity, or is or was
serving at the request of such constituent entity as a director, trustee,
officer, employee, member, manager, or agent of another corporation, domestic or
foreign, nonprofit or for profit, a limited liability company, or a partnership,
joint venture, trust, or other enterprise, shall stand in the same position
under this section with respect to the new or surviving corporation as he would
if he had served the new or surviving corporation in the same capacity.
Under the terms of an Indemnification Agreement, filed as Exhibit 10(f)
to the Registrant's Form 10-K for the fiscal year ended June 30, 1994, to which
reference is hereby made, each Director and certain officers of the Registrant
are insured against certain liabilities, including liabilities arising under the
Securities Act.
ITEM 8. EXHIBITS.
Exhibit No. Description of Exhibit
- ----------- ----------------------
4(a) Amended Articles of Incorporation are hereby incorporated by
reference to Exhibit 3 to the Registrant's Report on Form 10-Q
for the quarter ended September 30, 1997.
4(b) Code of Regulations is hereby incorporated by reference to
Exhibit 4(b) of the Registration Statement on Form S-8 (Reg.
No. 33-53193) filed with the Commission on April 21, 1994.
<PAGE> 5
II-4
Exhibit No. Description of Exhibit
- ----------- ----------------------
4(c) Rights Agreement is incorporated by reference to Exhibit 4.1
to the Registrant's Report on Form 8-A filed with the
Commission on February 4, 1997, as amended by the First
Addendum and the Second Addendum which are incorporated by
reference to Exhibit 4(a) to the Registrant's Report on Form
10-K for the fiscal year ended June 30, 1999.
5 Opinion of Counsel
23(a) Consent of Independent Accountants
23(b) Consent of Counsel - See Exhibit 5
24 Power 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 Mayfield Heights, State of Ohio, on this 27th day of
January, 2000.
PARKER-HANNIFIN CORPORATION
By: /s/ Thomas A. Piraino, Jr.
Thomas A. Piraino, Jr.
Vice President, General Counsel
and Secretary
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.
Officers and Directors of Parker-Hannifin Corporation:
DUANE E. COLLINS, Chairman of the Board, Chief Executive Officer and Director;
MICHAEL J. HIEMSTRA, Principal Financial Officer; DANA A. DENNIS, Principal
Accounting Officer; JOHN G. BREEN, Director; PAUL C. ELY, JR., Director; PETER
W. LIKINS, Director; KLAUS-PETER MULLER, Director; HECTOR R. ORTINO, Director;
ALLAN L. RAYFIELD, Director; WOLFGANG R. SCHMITT, Director; DEBRA L. STARNES,
Director; and DENNIS W. SULLIVAN, Director.
This Registration Statement has been signed on behalf of the
above-named directors and officers of the Registrant by Thomas A. Piraino, Jr.,
Vice President, General Counsel and Secretary of the Registrant, as
attorney-in-fact pursuant to a power of attorney filed with the Securities and
Exchange Commission as Exhibit 24 to this Registration Statement.
January 27, 2000 By: /s/ Thomas A. Piraino, Jr.
Thomas A. Piraino, Jr.
Attorney-in-Fact
<PAGE> 6
II-5
EXHIBIT INDEX
Exhibit
Number Exhibit Description
- ------ -------------------
4(a) Amended Articles of Incorporation are hereby incorporated by
reference to Exhibit 3 to the Registrant's Report on Form 10-Q
for the quarter ended September 30, 1997.
4(b) Code of Regulations is hereby incorporated by reference to
Exhibit 4(b) of the Registration Statement on Form S-8 (Reg.
No. 33-53193) file with the Commission on April 21, 1994.
4(c) Rights Agreement is hereby incorporated by reference to
Exhibit 4.1 to the Registrant's Report on Form 8-A filed with
the Commission on February 4, 1997, as amended by the First
Addendum and the Second Addendum which are incorporated by
reference to Exhibit 4(a) to the Registrant's Report on Form
10-K for the fiscal year ended June 30, 1999.
5 Opinion of Counsel
23(a) Consent of Independent Accountants
23(b) Consent of Counsel - See Exhibit 5
24 Power of Attorney
<PAGE> 1
EXHIBIT 5
January 27, 2000
Parker-Hannifin Corporation
6035 Parkland Boulevard
Cleveland, Ohio 44124
Re: Parker Hannifin Corporation 1993 Stock Incentive Program
Ladies and Gentlemen:
I have acted as counsel for Parker-Hannifin Corporation, an Ohio
corporation (the "Company"), in connection with its 1993 Stock Incentive Program
("Program"). I have examined such documents, records and matters of law as I
have deemed necessary for purposes of this opinion, and based thereon, I am of
the opinion that the shares of the Company's Common Stock, par value $.50 per
share (the "Common Shares"), that may be issued and sold pursuant to the Program
will be duly authorized, validly issued, fully paid and nonassessable when
issued and sold in accordance with the Program, provided that the consideration
received by the Company is at least equal to the par value of the Common Shares.
I hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement on Form S-8 that is being filed by the Company with the
Securities and Exchange Commission regarding the Program.
Very truly yours,
/s/ Thomas A. Piraino, Jr.
Thomas A. Piraino, Jr.
Vice President, General Counsel and Secretary
<PAGE> 1
Exhibit 23(a)
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated July 29, 1999 relating to the
financial statements, which appears in the 1999 Annual Report of Parker-Hannifin
Corporation, which is incorporated by reference in Parker-Hannifin's Annual
Report on Form 10-K for the year ended June 30, 1999. We also consent to the
incorporation by reference of our report dated July 29, 1999 relating to the
financial statement schedule, which appears in such Annual Report on Form 10-K.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Cleveland, Ohio
January 27, 2000
<PAGE> 1
EXHIBIT 24
DIRECTORS AND OFFICERS OF
PARKER-HANNIFIN CORPORATION
REGISTRATION STATEMENT ON FORM S-8
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors
and officers of Parker-Hannifin Corporation, an Ohio corporation (the
"Company"), hereby (1) constitutes and appoints Duane E. Collins, Michael J.
Hiemstra and Thomas A. Piraino, Jr., collectively and individually, as his or
her agents and attorneys-in-fact with full power of substitution and
resubstitution to (a) sign and file on his behalf and in his name, place and
stead in any and all capacities (i) a Registration Statement on Form S-8 (the
"Registration Statement") with respect to the registration under the Securities
Act of 1933, as amended, of up to 4,500,000 additional shares of the Company's
Common Stock, par value $.50 per share, for issuance under the Company's 1993
Stock Incentive Program, (ii) any and all amendments, including post-effective
amendments, and exhibits to the Registration Statement and (iii) any and all
applications or other documents to be filed with the Securities and Exchange
Commission or any state securities commission or other regulatory authority with
respect to the securities covered by the Registration Statement and (b) do and
perform any and all other acts and deeds whatsoever that may be necessary or
required in the premises and (2) ratifies and approves any and all actions that
may be taken pursuant hereto by any of the above-named agents and
attorneys-in-fact or their substitutes.
IN WITNESS WHEREOF, the undersigned directors and officers of the
Company have hereunto set their hands this 27th day of October, 1999.
/s/ D. E. Collins /s/ K. P. Muller
D. E. Collins, Chairman of the Board, K. P. Muller, Director
Chief Executive Officer and Director
/s/ M. J. Hiemstra /s/ Hector R. Ortino
M. J. Hiemstra, Principal H. R. Ortino, Director
Financial Officer
/s/ Dana A. Dennis /s/ Allan L. Rayfield
D. A. Dennis A. L. Rayfield, Director
Principal Accounting Officer
/s/ J. G. Breen /s/ Wolf R. Schmitt
J. G. Breen, Director W. R. Schmitt, Director
/s/ Paul C. Ely, Jr. /s/ D. L. Starnes
P. C. Ely, Jr. Director D. L. Starnes, Director
/s/ P. W. Likins /s/ D. W. Sullivan
P. W. Likins, Director D. W. Sullivan, Director
