As filed with the Securities and Exchange Commission on May 15,
1996
Registration No. 333-________
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
incorporation or organization) Identification No.)
422 Wards Corner Road
Loveland, Ohio 45140-8390
(Address of principal executive
offices including zip code)
KAREN L. HENDRICKS EMPLOYMENT AGREEMENT
(Full title of the plan)
CHARLES R. JUENGLING
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:
Douglas D. Roberts, Esq.
Graydon, Head & Ritchey
1900 Fifth Third Center
511 Walnut Street
Cincinnati, Ohio 45202
(513) 621-6464
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of maximum maximum
Securities Amount offering aggregate Amount of
to be to be price offering registration
Registered Registered per share price fee
Common Stock, 100,000 $13.25 $1,325,000 $457.00(1)
$.01 par value shares
(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 13, 1996.
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Baldwin Piano & Organ Company (the "Registrant") is filing this
Registration Statement on Form S-8 in order to register 100,000
shares of its common stock, $.01 par value, underlying the stock
options granted pursuant to the Karen L. Hendricks Employment
Agreement (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.
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
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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.
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.
The consolidated financial statements of the Registrant as of
December 31, 1995 and 1994, and for each of the years in the three
year period ended December 31, 1995, have been incorporated by
reference herein and in the registration statement in reliance upon
the report of KPMG Peat Marwick LLP, 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 LLP refers to changes in methods of
accounting for 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
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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.
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
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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.
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 Agreement of Employment between Baldwin Piano *
& Organ Company and Karen L. Hendricks dated
as of November 18, 1994
5.1 Opinion of Graydon, Head & Ritchey
23.1 Consent of Graydon, Head & Ritchey (included
in opinion)
23.2 Consent of KPMG Peat Marwick LLP
__________________
* Incorporated by reference from the Registrant's Form 10-K
for the period ended December 31, 1994.
<PAGE>
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.
(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
<PAGE>
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.
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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 Cincinnati, State of Ohio, on this 14th day of May 1996.
BALDWIN PIANO & ORGAN COMPANY
By: R. S. HARRISON
R. S. Harrison,
Chairman of the Board
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 14, 1996 KAREN L. HENDRICKS
Karen L. Hendricks, Chief Executive
Officer, President, and Director
May 14, 1996 R. S. HARRISON
R. S. Harrison, Chairman of the
Board and Director
May 14, 1996 GEORGE E. CASTRUCCI
George E. Castrucci, Director
May 14, 1996 WILLIAM B. CONNELL
William B. Connell, Director
May 14, 1996 JOSEPH H. HEAD, JR.
Joseph H. Head, Jr., Director
May 14, 1996 ROGER L. HOWE
Roger L. Howe, Director
May 14, 1996 CHARLES R. JUENGLING
Charles R. Juengling, Controller/
Secretary
Exhibit 5.1
May 13, 1996
Baldwin Piano & Organ Company, Inc.
422 Wards Corner Road
Loveland, Ohio 45140-8390
Re: Registration of 100,000 Shares of Common Stock of Baldwin
Piano & Organ Company Pursuant to Registration Statement
on Form S-8 Filed with the Securities and Exchange
Commission
Ladies and Gentlemen:
We have acted as counsel to Baldwin Piano & Organ Company, a
Delaware corporation ("Company"), in connection with the
registration of 100,000 Shares of Common Stock of the Company, as
set forth in the Form S-8 Registration Statement filed by the
Company with the Securities and Exchange Commission.
As counsel for the Company we have made such legal and factual
examinations and inquiries as we deem advisable for the purpose of
rendering this opinion. In addition, we have examined such
documents and materials, including the Certificate of
Incorporation, ByLaws, 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 express the opinion that the
100,000 shares being registered by the Company are currently
validly authorized and, when issued upon the exercise of stock
options granted pursuant to the Karen L. Hendricks Employment
Agreement, 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 to our firm in the Registration Statement under
the caption "Interests of Named Experts and Counsel."
Very truly yours,
GRAYDON, HEAD & RITCHEY
By: THOMAS W. KAHLE
Thomas W. Kahle
Exhibit 23.2
INDEPENDENT AUDITOR'S CONSENT
The Board of Directors
Baldwin Piano & Organ Company:
We consent to incorporation by reference in the registration
statement of Form S-8 of Baldwin Piano & Organ Company of our
report dated February 23, 1996, relating to the consolidated
balance sheets of Baldwin Piano & Organ Company and subsidiaries as
of December 31, 1995 and 1994, and the related consolidated
statements of earnings, shareholders' equity, and cash flows for
each of the years in the three-year period ended December 31 1995,
which report appears in the December 31, 1995 annual report of Form
10-K of Baldwin Piano & Organ Company. Our report refers to
changes in methods of accounting for 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.
KPMG PEAT MARWICK LLP
KPMG Peat Marwick LLP
Cincinnati, Ohio
May 13, 1996
