As filed with the
Securities and Exchange Commission on May 25, 1994
Registration No. 33-________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________
FORM S-8
Registration Statement
Under
The Securities Act of 1933
BALDWIN PIANO & ORGAN COMPANY
(Exact name of registrant as specified in its charter)
Delaware 31-1091812
(State or other jurisdiction of (I.R.S. Employer
incorporated or organization) Identification No.)
422 Wards Corner Road
Loveland, Ohio 45140-8390
(Address of principal executive
offices including zip code)
BALDWIN PIANO & ORGAN COMPANY 1994 INCENTIVE STOCK OPTION PLAN
(Full title of the plan)
R.S. HARRISON
Baldwin Piano & Organ Company
422 Wards Corner Road
Loveland, Ohio 45140-8390
(513) 576-4500
(Name, address and telephone number of agent for service)
Copy To:
Richard G. Schmalzl, Esq.
Graydon, Head & Ritchey
1900 Fifth Third Center
511 Walnut Street
Cincinnati, Ohio 45202
(513) 621-6464
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Title maximum maximum
Securities Amount offering aggregate Amount of
to be to be price offering registration
Registered registered per share price fee
<S> <C> <C> <C> <C>
Common 300,000 $ 14.50 $4,350,000.00 $1,500.00(1)
Stock shares
$.01 par
value
<FN>
(1) Calculated in accordance with Rule 457(c) based upon the
average of the high and low prices of Baldwin Piano &
Organ Company common stock in The Nasdaq National Market
as of May 19, 1994.
</TABLE>
Baldwin Piano & Organ Company (the "Registrant") is filing
this Registration Statement on Form S-8 in order to register shares
of its common stock, $.01 par value, relating to the Registrant's
1994 Incentive Stock Option Plan (the "Plan").
Part I Information Required in the Section 10(a) Prospectus.
The information required in Part I of this Registration
Statement is not being filed with the Commission in accordance with
the instructions to Form S-8.
Item 1. Plan Information.
The Registrant shall deliver to each participant in the
Plan the information required by this Item 1.
Item 2. Registrant Information and Employee Plan Annual
Information.
The Registrant shall provide to each participant in the
Plan a written statement advising them of the availability without
charge to each such participant, upon written or oral request, of
the documents incorporated by reference in the Section 10(a)
Prospectus (not including Exhibits to the documents that are
incorporated by reference into the Registration Statement).
Requests for such information shall be made to the Registrant's
Secretary, 422 Wards Corner Road, Loveland, Ohio 45140-8390,
telephone (513) 576-4500.
<PAGE>
Part II Information Required in the Registration Statement.
Item 3. Incorporation of Documents by Reference.
The documents listed below are incorporated by reference
into this Registration Statement, and all documents subsequently
filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934, shall be deemed to be
incorporated by reference in this Registration Statement and to be a
part thereof from the date of filing of such documents; provided,
however, than any information set forth in any proxy statement of
the Registrant pursuant to Items 402(k) and/or (l) of Regulation S-
K is specifically not incorporated by reference herein.
(a) The Registrant's latest annual report filed pursuant
to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, or
either: (1) the latest prospectus filed pursuant to Rule 424(b)
under the Securities Act of 1933 that contains audited financial
statements for the Registrant's latest fiscal year for which
statements have been filed, or (2) the Registrant's effective
registration statement on Form 10 or 20-F filed under the Securities
Exchange Act of 1934 containing audited financial statements for the
Registrant's latest fiscal year.
(b) All other reports filed pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 since the end of the
fiscal year covered by the Registrant's documents referred to in the
above paragraph.
(c) The description of the Registrant's common stock
contained in a registration statement filed under the Securities
Exchange Act of 1934, including any amendment or report filed for
the purpose of updating such description.
Item 4. Description of Securities.
Not applicable.
<PAGE>
Item 5. Interests of Named Experts and Counsel.
The validity of the shares of common stock being
registered hereby will be passed upon for the Registrant by Graydon,
Head & Ritchey, Cincinnati, Ohio. John J. Kropp, a partner of
Graydon, Head & Ritchey, is the Trustee of various Trusts for
members of the R. S. Harrison family and is considered the
beneficial owner of 350,517 shares. Joseph H. Head, Jr., a former
partner of Graydon, Head & Ritchey, is a director of the Company.
The consolidated financial statements of the Registrant as
of December 31, 1993 and 1992, and for each of the years in the
three year period ended December 31, 1993, have been incorporated by
reference herein and in the registration statement in reliance upon
the report of KPMG Peat Marwick, independent certified public
accountants, incorporated by reference herein, and upon the
authority of said firm as experts in accounting and auditing. The
report of KPMG Peat Marwick covering the aforementioned financial
statements refers to a changes in methods of accounting for income
taxes, postretirement and postemployment benefits in 1993.
Item 6. Indemnification of Directors and Officers.
The Registrant, being incorporated under the General
Corporation Law of the State of Delaware, is empowered by Section
145 of such law ("Statute"), subject to the procedures and
limitations stated in the Statute, to indemnify any person
("Indemnitee") against expenses (including attorneys' fees),
judgments, fines, and amounts paid in settlement actually and
reasonably incurred by the Indemnitee in connection with any
threatened, pending, or completed action, suit, or proceeding to
which an Indemnitee is made a party or threatened to be made a party
by reason of the Indemnitee's being or having been a director,
officer, employee, or agent of the Registrant or a director,
officer, employee, or agent of another corporation, partnership,
joint venture, trust, or other enterprise at the request of the
Registrant. The Statute provides that indemnification pursuant to
its provisions is not exclusive of other rights of indemnification
to which a person may be entitled under any bylaw, agreement, vote
of stockholders or disinterested directors, or otherwise. The
Statute also provides that the Registrant may purchase insurance on
behalf of any director, officer, employee, or agent.
Article Eighth of the Registrant's Certificate of
Incorporation contains provisions permitted by Section 102 of the
General Corporation Law of the State of Delaware which eliminate
personal liability of members of its board of directors for
violations of their fiduciary duty of care. Neither the Delaware
General Corporation Law nor the Certificate of Incorporation,
however, limits the liability of a director for breaching his duty
of loyalty, failing to act in good faith, engaging in intentional
misconduct or knowingly violating a law, paying a dividend or
approving a stock repurchase under circumstances where such payment
or repurchase is not permitted under the Statute, or obtaining an
improper personal benefit.
<PAGE>
Article VI of the Registrant's Bylaws provides that the
Registrant is obligated to indemnify an Indemnitee in each and every
situation where the Registrant is obligated to make such
indemnification pursuant to the Statute. The Registrant must also
indemnify an Indemnitee in each and every situation where, under the
Statute, the Registrant is not obligated but is nevertheless
permitted or empowered to make such indemnification. However,
before making such indemnification with respect to any situation
covered by the preceding sentence, (i) the Registrant shall promptly
make or cause to be made, by any of the methods referred to in
subsection (d) of the Statute, a determination as to whether the
Indemnitee acted in good faith and in a manner such Indemnitee
reasonably believed to be in or not opposed to the best interests of
the Registrant, and, in the case of any criminal action or
proceeding, had no reasonable cause to believe that such
Indemnitee's conduct was unlawful, and (ii) no such indemnification
shall be made unless it is determined that such Indemnitee acted in
good faith and in a manner such Indemnitee reasonably believed to be
in or not opposed to the best interests of the Registrant, and, in
the case of any criminal action or proceeding, had no reasonable
cause to believe that such Indemnitee's conduct was unlawful.
In addition, the Registrant has entered into contracts
("Contracts") with its directors and officers that (i) confirm the
present indemnity provided to them by the Registrant's Bylaws and
give them assurances that this indemnity will continue to be
provided despite future changes in the Bylaws, (ii) provide that if
the Registrant does not continue to maintain its present directors
and officers liability insurance either because the premium cost
becomes disproportionate to the coverage or because there is
insufficient benefit from such insurance on account of exclusions
from benefits of its coverage, the Registrant will, in effect,
become a self-insurer of the coverage, and (iii) provide that, in
addition, the directors and officers shall be indemnified to the
fullest extent permitted by law against all expenses (including
attorneys' fees), judgments, fines, and settlement amounts paid or
incurred by them in any action or proceeding, including any action
by or in the right of the Registrant, on account of the Indemnitee's
service as a director or officer of the Registrant or any subsidiary
or as a director or officer of any other company or enterprise when
they are serving in such capacities at the request of the
Registrant. However, the Contracts provide that no indemnity will
be provided to any director on account of conduct which is adjudged
to be knowingly fraudulent, deliberately dishonest, or willful
misconduct. In addition, the Contracts provide that no
indemnification shall be provided if a final court adjudication
shall determine that such indemnification is not lawful, or in
respect of any suit in which judgment is rendered against a director
for an accounting of profits made from a purchase or sale of
securities of the Registrant in violation of Section 16(b) of the
Securities Exchange Act of 1934 or of any similar statutory law, or
on account of any remuneration paid to a director which is
adjudicated to have been paid in violation of law.
<PAGE>
The form of the Contracts was approved by the stockholders
on June 30, 1985, and the Registrant was specifically authorized to
enter into such Contracts with any future director or officer.
The Registrant currently maintains an insurance policy
that provides coverage pursuant to which the Registrant is to be
reimbursed for amounts it may be required or permitted by law to pay
to indemnify directors and officers.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
INDEX TO EXHIBITS
Exhibit Description of Exhibit Page
4.1 Baldwin Piano & Organ Company 1994 Incentive *
Stock Option Plan
5.1 Opinion of Graydon, Head & Ritchey 9
23.1 Consent of Graydon, Head & Ritchey (included 9
in opinion)
23.2 Consent of KPMG Peat Marwick 11
_______________
* Incorporated by reference from the Registrant's Proxy
Statement dated April 6, 1994 relating to the Registrant's
1994 Annual Meeting of Stockholders.
Item 9. Undertakings.
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 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.
<PAGE>
(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.
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.
The undersigned Registrant hereby undertakes to deliver or
cause to be delivered with the prospectus, to each person to whom
the prospectus is sent or given, the latest annual report to
security holders that is incorporated by reference in the prospectus
and furnished pursuant to and meeting the requirements of Rule 14a-
3 or Rule 14c-3 under the Securities Exchange Act of 1934; and,
where interim financial information required to be presented by
Article 3 of Regulation S-X are not set forth in the prospectus, to
deliver, or cause to be delivered to each person to whom the
prospectus is sent or given, the latest quarterly report that is
specifically incorporated by reference in the prospectus to provide
such interim financial information.
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 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.
<PAGE>
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 25th day of May 1994.
BALDWIN PIANO & ORGAN COMPANY
By: /S/ R. S. HARRISON
R. S. Harrison, Chief
Executive Officer
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.
May 25, 1994 /S/ R. S. HARRISON
R. S. Harrison, Chief Executive
Officer and Director
May 25, 1994 /S/ GEORGE E. CASTRUCCI
George E. Castrucci, Chairman
of the Board and Director
May 25, 1994 /S/ JOSEPH H. HEAD, JR.
Joseph H. Head, Jr., Director
May 25, 1994 /S/ ROGER L. HOWE
Roger L. Howe, Director
May 25, 1994 /S/ HARRY A. SHAW III
Harry A. Shaw III, Director
May 25, 1994 /S/ CHARLES R. JUENGLING
Charles R. Juengling, Vice
President and Chief Financial
Officer
EXHIBIT 5.1
GRAYDON, HEAD & RITCHEY
1900 Fifth Third Center
511 Walnut Street
Cincinnati, Ohio 45202
513/621-6464
Facsimile 513/651-3836
May 25, 1993
RICHARD G. SCHMALZL
Direct Dial: 513/621-2828
Baldwin Piano & Organ Company
422 Wards Corner Road
Loveland, Ohio 45140-8390
Re: Sale of 300,000 Shares of Common Stock of Baldwin
Piano & Organ Company Pursuant to the Company's
Form S-8 Registration Statement Filed with the
Securities and Exchange Commission on May 25, 1994
Dear Gentlemen:
We have acted as counsel to Baldwin Piano & Organ Company
(the "Company"), a Delaware corporation, in connection with the
registration of 300,000 shares of Common Stock of the Company, all
of which may be issued by upon the exercise of stock options granted
under the Company's 1994 Incentive Stock Option Plan, as set forth
in the S-8 Registration Statement filed by the Company with the
Securities and Exchange Commission on May 25, 1994.
As counsel for the Company, we have made such legal and
factual examinations and inquiries as we deemed advisable for the
purpose of rendering this opinion. In addition, we have examined
such documents and materials, including the Company's Certificate of
Incorporation, By-Laws and other corporate records of the Company,
as we have deemed necessary for the purpose of this opinion.
On the basis of the foregoing, we are of the opinion that
the 300,000 shares of Common Stock being sold by the Company are
currently validly authorized and, when issued and sold as
contemplated by the Registration Statement, will be legally issued,
fully paid and non-assessable shares of Common Stock of the Company.
We hereby consent to the filing of this opinion as part of
the above-referenced Registration Statement and amendments thereto
and to the reference therein to our firm under the caption
"Interests of Named Experts and Counsel."
Sincerely yours,
GRAYDON, HEAD & RITCHEY
By:____________________________
Richard G. Schmalzl, Esq.
EXHIBIT 23.2
ACCOUNTANT'S CONSENT
The Board of Directors
Baldwin Piano & Organ Company
We consent to incorporation by reference in the registration
statement on Form S-8 of Baldwin Piano & Organ Company of our report
dated February 21, 1994, relating to the consolidated balance sheets
of Baldwin Piano & Organ Company and subsidiaries as of December 31,
1993 and 1992, and the related consolidated statements of earnings,
stockholders' equity, and cash flows for each of the years in the
three-year period ended December 31, 1993, which report appears in
the December 31, 1993 annual report on Form 10-K of Baldwin Piano &
Organ Company. Our report refers to changes in methods of
accounting for income taxes, postretirement and postemployment
benefits in 1993. We also consent to the reference to our firm
under the heading "Interests of Named Experts and Counsel" in the
registration statement.
Cincinnati, Ohio KPMG PEAT MARWICK
May 24, 1994
