Registration No. ________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
PREMIER INDUSTRIAL CORPORATION
(Exact Name of Registrant as Specified in its Charter)
OHIO 34-0661122
(State or Other Jurisdiction (I.R.S. Employer Identification No.)
of Incorporation or Organization)
4500 Euclid Avenue, P.O. Box 94884, Cleveland, Ohio 44101-4884
(Address of Principal Executive Offices Including Zip Code)
PREMIER INDUSTRIAL CORPORATION
1973 STOCK OPTION PLAN FOR MANAGEMENT EMPLOYEES,
as Amended and Restated as of June 6, 1995
(Full Title of the Plan)
Howard P. Frank, Vice President and Secretary
Premier Industrial Corporation
4500 Euclid Avenue, P.O. Box 94884, Cleveland, Ohio 44101-4884
(Name and Address of Agent For Service)
(216) 391-8300
(Telephone Number, Including Area Code, of Agent For Service)
CALCULATION OF REGISTRATION FEE
Title of Proposed Maxi- Proposed Maxi- Amount of
Securities Amount to mum Offering mum Aggregate Registration
to be to be Price Per Offering Fee
Registered Registered (1) Share (2) Price (2)
Common Stock, 6,000,000 $25.00 $150,000,000.00 $51,724.14
Without Par
Value
(1) Pursuant to Rule 416 of the Securities Act of 1933 (the "Securities
Act"), this Registration Statement also covers such additional Common
Stock as may become issuable pursuant to the anti-dilution provisions
of the Premier Industrial Corporation 1973 Stock Option Plan for
Management Employees, as Amended and Restated as of June 6, 1995, and
the Senior Management Stock Option Agreements thereunder.
(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 September 20, 1995, within five business days prior
to filing.
Exhibit Index Appears on Page 4
_<PAGE>
Part II
Pursuant to General Instruction E to Form S-8, the contents of the
Registration Statement No. 33-25251 on Form S-8 as filed by Premier
Industrial Corporation (the "Registrant") with the Securities and
Exchange Commission on October 28, 1988 are incorporated herein by
reference.
Item 8. Exhibits
The following Exhibits are being filed as part of this Registration
Statement:
4 Premier Industrial Corporation 1973 Stock Option Plan for
Management Employees, as Amended and Restated as of June 6,
1995.
5 Opinion of Counsel of Jones, Day, Reavis & Pogue.
23(a) Consent of Independent Auditors, KPMG Peat Marwick LLP, to
the incorporation by reference in this Registration Statement
of their report on the consolidated financial statements
included in the Registrant's Annual Report on Form 10-K for
its fiscal year ended May 31, 1995.
23(b) Consent of Counsel (included in Exhibit 5).
<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 Cleveland, State of Ohio, on
September 26, 1995.
PREMIER INDUSTRIAL CORPORATION
By: /s/Philip S. Sims
Philip S. Sims
Vice 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 dates indicated.
Signature Title Date
/s/Morton L. Mandel Chairman of the Board and September 26, 1995
Morton L. Mandel Director (Principal Executive
Officer)
/s/Jack N. Mandel Finance Committee Chairman September 26, 1995
Jack N. Mandel and Director
/s/Joseph C. Mandel Executive Committee Chairman September 26, 1995
Joseph C. Mandel and Director
/s/Philip S. Sims Vice Chairman of the Board September 26, 1995
Philip S. Sims and Director (Principal
Financial and Accounting
Officer)
Director September __, 1995
Edward B. Brandon
/s/Hugh Calkins Director September 20, 1995
Hugh Calkins
/s/John C. Colman Director September 26, 1995
John C. Colman
/s/Scott S. Cowen Director September 26, 1995
Scott S. Cowen
/s/William M. Hamilton Director September 26, 1995
William M. Hamilton
/s/Bruce W. Johnson Director September 26, 1995
Bruce W. Johnson
<PAGE>
EXHIBIT INDEX
Pagination
by
sequential
Exhibit Exhibit numbering
Number Description system
4 Premier Industrial Corporation 1973 Stock Option 5
Plan for Management Employees, as Amended and
Restated as of June 6, 1995.
5 Opinion of Counsel of Jones, Day, Reavis & Pogue. 10
23(a) Consent of Independent Auditors, KPMG Peat Marwick 11
LLP, to the incorporation by reference in this
Registration Statement of their report on the
consolidated financial statements in the Registrant's
Annual Report on Form 10-K for its fiscal year ended
May 31, 1995.
23(b) Consent of Counsel (included in Exhibit 5). 10
<PAGE>
Exhibit 4
PREMIER INDUSTRIAL CORPORATION
1973 Stock Option Plan for Management Employees,
As Amended and Restated as of June 6, 1995
1. Purpose
The purpose of the 1973 Stock Option Plan for Management Employees,
as Amended and Restated as of June 6, 1995 ("this Plan"), is to provide,
through the granting of options to purchase Common Stock of Premier,
incentives to superior performance on the part of Eligible Employees.
The options granted under this Plan may be options which are intended to
qualify under particular provisions of the Internal Revenue Code, as in
effect from time to time, or options which are not intended so to qualify,
as the Board of Directors may determine in connection with particular
option grants.
2. Number of Shares
The total number of shares of Common Stock which may be issued and
sold under options granted pursuant to this Plan shall not exceed
21,187,000 except to the extent of adjustments authorized by Section 9
below. Such shares may be treasury shares or shares of original issue or
a combination of the foregoing, as the Board may determine. Shares of
Common Stock related to the unexercised or undistributed portion of any
terminated, expired, surrendered or forfeited option granted hereunder
shall be available in connection with future option grants hereunder.
3. Eligible Employees
Any officer (including any officer who is a director of Premier, but
excluding Jack N., Joseph C. and Morton L. Mandel) or other management
employee of Premier or of any Premier subsidiary designated by the Board
of Directors as a participating subsidiary shall be an "Eligible Employee"
for purposes of this Plan. The Board of Directors shall have the power
from time to time to select the particular Eligible Employees, or groups
of Eligible Employees, to whom grants of options shall be made pursuant to
this Plan.
4. Option Price
The option price applicable to each option granted pursuant to this
Plan shall be fixed by the Board of Directors (or in a manner and within
limits prescribed by the Board), but shall not be less than the fair market
value of the shares covered by the option at the Date of Grant.
5. Granting of Options
The Board of Directors may, from time to time and upon such term
and conditions as it may determine, authorize the granting to Eligible
Employees of options to buy Common Stock and shall fix the number of
shares to be covered by each such option. Successive options may be
granted to an Eligible Employee whether or not earlier options granted
to such person remain unexercised. At the time of grant of each option,
the Board shall specify the date (not earlier than the date of which the
Board acts) on which such option grant shall become effective (herein
referred to as the "Date of Grant"), and shall specify either (a) that
such option is granted subject to the payroll accumulation arrangements
described in Section 6 below, or (b) that such option shall be evidenced
by a stock option agreement in a form then or theretofore approved by the
Board of Directors pursuant to Section 7 below.
6. Payroll Accumulation Arrangements
(a) This Section 6 will apply only to options that at the time of
granting are specified by the Board of Directors as being subject to this
Section 6.
(b) Promptly after each grant of an option to an Eligible Employee,
Premier will notify such Eligible Employee of the grant and will specify a
period of time (not exceeding 30 days) during which the Eligible Employee
may deliver to Premier a written acceptance of such grant, in whole or in
part, together with the payroll deduction authorization described below.
If acceptable in part, such acceptance must cover a number of whole shares
evenly divisible by five. If and to the extent that such acceptance and
authorization are received by Premier within the specified period, the
grant shall become effective as of the Date of Grant; any portion of the
grant as to which such acceptance and authorization are not received
within the specified period shall be non-effective and cancelled.
(c) Each acceptance of an option grant shall be accompanied by a
written authorization by the Eligible Employee for approximately equal
monthly payroll deductions to be made over a 60-month period commencing
with the first day of the month following the month in which the Date of
Grant occurs in a total amount equal to the total option price of the
shares for which the option grant has been accepted. The purpose of
such payroll deductions will be to accumulate funds for the exercise of
accepted option grants, and the funds so accumulated shall be the property
of the Eligible Employee and shall not bear interest. If so directed by
any Eligible Employee, such payroll deductions may be satisfied by a
transfer to such Eligible Employee's account under this Plan of any other
funds of such Eligible Employee then being held by Premier which such
Eligible Employee would then be entitled to receive upon demand. Any
Eligible Employees may instruct Premier at any time to discontinue payroll
deductions authorized under this paragraph and to pay to the Eligible
Employee the funds accumulated to date and not applied to the exercise of
options, but upon such instruction any remaining unexercised portion of
the stock option to which such payroll deductions related shall be
cancelled.
(d) Within 30 days after the end of the 12th, 24th, 36th, 48th and
60th months after the month in which the Date of Grant occurs as to any
option, such option granted to the Eligible Employee on such Date of
Grant shall become exercisable to the extent of one-fifth of the shares
covered by the Eligible Employee's acceptance of such grant. The Eligible
Employee shall be entitled to exercise, by appropriate notice to Premier,
the applicable one-fifth portion so exercisable within such 30-day period
after the end of the 12th, 24th, 36th, 48th or 60th month, respectively,
following the month in which the Date of Grant of such option occurred.
The Eligible Employee also shall be entitled to exercise, at any time
during the period from the last such 30-day exercise period (after the end
of such 60th month) up to and including the date which is the last day of
the month preceding the sixth anniversary of the Date of Grant of such
option, any previously unexercised portion as to which such a carryover
is permitted in accordance with the terms and conditions herein set forth.
In each case, such exercise is to be made solely through the application
of funds accumulated by the Eligible Employee pursuant to the payroll
deductions authorized pursuant to the preceding paragraph. Such right may
be exercised in respect to the entire one-fifth of the shares or any
portion thereof consisting of whole shares. The exercise or non-exercise
of any one-fifth part of an option will have no effect upon any subsequent
part or parts of such option or upon the continuance of authorized payroll
deductions. To the extent any one-fifth part of an option is not exercised
within the applicable 30-day exercise period when such one-fifth portion
first becomes exercisable, (i) the Eligible Employee may elect that any
accumulated funds not applied to such exercise be paid to him in cash,
or (ii) Premier may elect (provided that such election is made with respect
to all options granted subject to this Section 6 on the same Date of Grant)
that such accumulated funds be paid to such Eligible Employee in cash, in
either of which cases such one-fifth, to the extent not exercised within
such 30-day period, will expire and be cancelled and such accumulated
funds shall be paid to the Eligible Employee within 5 days after the
expiration of such 30-day period. In the absence of either such election,
such accumulated funds shall continue to be held by Premier and the
unexercised portion of such one-fifth shall again be exercisable through
the application of such funds during any subsequent exercise period
pertaining to the same option until such one-fifth has been exercised
in full but, to the extent such one-fifth is not exercised within any
subsequent exercise period, the preceding sentence shall again be
applicable. These provisions shall not in any circumstances permit the
exercise of any option after the date which is the last day of the month
preceding the sixth anniversary of the Date of the Grant.
(e) For the purpose of facilitating an Eligible Employee's decision
whether or not to exercise his option, Premier shall deliver to him not
later than 5 days after the end of each 12-month payroll accumulation
period a notice advising him of his rights as described in the preceding
paragraph and setting forth (i) the total funds accumulated during such
12-month period, (ii) the option price (per share and total) applicable
to the one-fifth of optioned shares as to which the option is then
exercisable, and (iii) the average of the closing sales prices of the
Common Stock of Premier on the New York Stock Exchange over a period of
20 trading days ending not earlier than 10 days before the end of such
12-month period.
(f) An Eligible employee shall become a shareholder of record with
respect to shares purchased upon the exercise of a stock option as of the
close of business on the date of exercise, and certificates for such
shares shall be issued to him (registered in such name or names as he may
request) as promptly as practicable thereafter.
(g) All outstanding options held by an Eligible Employee, to the
extent not theretofore exercised, shall terminate on the date when the
Eligible Employee shall no longer be employed by Premier or any Premier
subsidiary, whether by reason of retirement, death, resignation, dismissal
or otherwise, except in the following specified circumstances only. In
cases where the Eligible Employee's employment with Premier terminates
by reason of: (i) his retirement at normal retirement age under any
retirement plan of Premier or any Premier subsidiary, or his retirement
at an earlier age with the consent of the Board of Directors, (ii) his
Qualifying Disability (as hereinafter defined), or (iii) his death, the
Eligible Employee or his duly authorized legal representative may exercise
the entire unexercised balance of such Eligible Employee's option then
outstanding during a period of one year from the date of such termination
of employment, but in no event after the scheduled expiration of the
option as provided in Section 6(d). In the circumstances in which an
Eligible Employee is permitted to exercise the unexercised balance of his
option in accordance with the preceding sentence, such Eligible Employee
may use for such exercise funds accumulated by him pursuant to this
Section 6 or other funds. For purposes of this Plan, a "Qualifying
Disability" shall mean (i) a condition constituting a Disability, as
defined in Premier Master Pension Plan B or C, for which an Eligible
Employee participating in such pension plan has been determined to be
entitled to receive a Disability Retirement Pension thereunder, or
(ii) such other total and permanent disability as the Board of Directors
hereafter may determine to include as a Qualifying Disability under this
Plan, subject to receipt of satisfactory medical evidence and governmental
disability determinations or to such other terms and conditions as the
Board may deem appropriate.
(h) To the extent necessary to comply with any provision of the
Internal Revenue Code under which particular options are intended to
qualify, the Board of Directors may shorten the period during which
options may be exercised and adjust the accumulation periods accordingly.
If the Board of Directors shall so determine, options may be granted
subject to this Section 6 which (i) provide that the commencement of
monthly payroll deductions will be deferred until completion of already
scheduled monthly payroll deductions pertaining to options previously
granted subject to this Section 6, or (ii) become exercisable over a
period of 120 months instead of the 60 months contemplated by paragraphs
(c) and (d), and in such cases the Board shall prescribe appropriate
adjustments in the exercise periods, the accumulation periods, and the
portion of the options becoming exercisable in each exercise period. The
Board of Directors in its discretion may also grant options pursuant to
this Section 6 which permit the option price to be paid, in whole or in
part, by the transfer to Premier by an Eligible Employee of shares of
Common Stock already owned by such Eligible Employee valued for this
purpose at their fair market value at the time of exercise of such
options. The notice by Premier pursuant to paragraph (b) shall describe
changes made pursuant to this paragraph (h).
7. Stock Option Agreement
The Board of Directors is authorized from time to time to approve
forms of stock option agreements to evidence options granted hereunder
that are not subject to Section 6, such stock option agreements to contain
such terms and conditions not inconsistent with the other Sections of
this Plan (not including Section 6) as the Board in its discretion may
determine.
8. Transferability
Rights of any Eligible Employee arising under this Plan may be
transferred by the Eligible Employee only by will or the laws of descent
and distribution and shall be exercisable during his lifetime only by him.
9. Adjustments
The Board of Directors shall make or provide for such adjustments in
the option price and in the number or kind of shares of Premier's Common
Stock or other securities covered by outstanding options as the Board in
its sole discretion, exercised in good faith, may determine is equitably
required to prevent dilution or enlargement of the rights of optionees
that otherwise would result from (a) any stock dividend, stock split,
reverse stock split, combination of shares, recapitalization, stock
rights offering or other change in the capital structure of Premier,
or (b) any merger, consolidation, separation, reorganization or partial
or complete liquidation, or (c) any other corporate transaction or event
having an effect similar to any of the foregoing. The Board of Directors
shall also make or provide for such adjustments in the number or kind of
shares of Premier's Common Stock or other securities which may be sold
under this Plan as the Board in its sole discretion, exercised in good
faith, may determine is appropriate to reflect any event of the type
described in the preceding sentence. No adjustment provided for in this
Section 9 shall require Premier to sell any fractional share, and the
Board of Directors may provide in its discretion, exercised in good faith,
either for the elimination of fractional shares (by rounding up or down to
the next whole number) or settlement thereof in cash.
10. Administration of the Plan
(a) This Plan shall be administered by the Board of Directors of
Premier. All decisions by the Board concerning interpretation and
application of this Plan and by way of settlement of any and all disputes
that may arise under this Plan shall be final and binding upon Premier,
its shareholders and Eligible Employees.
(b) The Board of Directors may from time to time delegate all or any
part of its authority under this Plan to a committee, appointed by it, of
not less than three members of the Board of Directors (the "Stock Option
Committee"). A majority of the Stock Option Committee shall constitute
a quorum, and the action of a majority of the members at a meeting at
which a quorum is present, or acts approved unanimously in writing without
a meeting, shall be the acts of such committee. No option shall be granted
by the Stock Option Committee to any member of such committee except to
the extent specifically authorized by the Board of Directors.
11. Withholding of Taxes
If Premier shall be required to withhold federal, state or local
income, social security or other taxes in respect of the granting or
exercise of any option granted hereunder, Premier shall make appropriate
and lawful arrangements for such withholdings or for payments by or on
behalf of Eligible Employees in lieu of such withholdings, and may retain
the share certificates to which Eligible Employees would otherwise be
entitled upon exercise of their options until required withholdings or
payments in lieu thereof have been made.
12. Definitions
As used in this Plan, the terms "parent" and "subsidiary" shall have
the meanings ascribed to such terms in Section 425 of the Internal Revenue
Code.
13. Amendments and Termination
This Plan may be amended from time to time or terminated at any time
by the Board of Directors but (a) no such amendment or termination shall,
without the consent of an Eligible Employee, adversely affect his rights
or obligations in respect of any outstanding option held by such Eligible
Employee without his consent, and (b) without further approval of the
shareholdersof Premier, no such amendment shall increase the aggregate
number of shares of Common Stock that may be issued and sold under this
Plan (except that adjustments authorized by the last sentence of Section 9
shall not be limited by this provision), change Section 3 of this Plan or
effect any other change that would cause grants under this Plan to cease
to be qualified under Rule 16b-3 under the Securities Exchange Act of 1934,
as amended (the "Exchange Act").
14. Effective Date
This Plan and the amendments reflected herein shall become effective
as of June 6, 1995 (the "Effective Date"), if and when approved by Premier
shareholders at the 1995 Annual Meeting of Shareholders or any adjournment
thereof. Options granted before the Effective Date that remain outstanding
thereafter shall continue to be governed by the terms of the 1973 Stock
Option Plan for Management Employees as in effect at the time of grant of
such options, without giving effect to the amendments effected in this
Plan as of the Effective Date.
15. Miscellaneous
(a) It is the intention that this Plan at all times fully satisfy the
provisions and conditions of Rule 16b-3 under the Exchange Act applicable
to a plan of this type ("Rule 16b-3"). Accordingly, anything herein to the
contrary notwithstanding, to the extent that Rule 16b-3 at any time would
require that decisions concerning the selection of Eligible Employees for
option grants hereunder who are or become subject to reporting requirements
of Section 16 of the Exchange Act, the timing, amounts, and other terms of
such grants and the form of settlement thereof be made only by the Stock
Option Committee, all such decisions by the Stock Option Committee shall
be final and conclusive and not subject to reversal or modification by
the Board of Directors.
(b) This Plan is intended to comply with and be subject to Rule 16b-3
as in effect prior to May 1, 1991. The Stock Option Committee may at any
time elect that this Plan shall be subject to Rule 16b-3 as in effect on
or after May 1, 1991.
<PAGE>
Exhibit 5
September 26, 1995
Premier Industrial Corporation
4500 Euclid Avenue
P.O. Box 94884
Cleveland, Ohio 44101-4884
Re: Premier Industrial Corporation
1973 Stock Option Plan for Management Employees,
as Amended and Restated as of June 6, 1995
Ladies and Gentlemen:
We have acted as counsel for Premier Industrial Corporation, an Ohio
corporation (the "Registrant"), in connection with the Premier Industrial
Corporation 1973 Stock Option Plan for Management Employees, as Amended
and Restated as of June 6, 1995 (the "Plan"). We have examined such
documents, records and matters of law as we have deemed necessary for
purposes of this opinion, and based thereupon, we are of the opinion that
the shares of Common Stock, without par value, that may be issued or
transferred and sold pursuant to the Plan (and authorized forms of Senior
Management Stock Option Agreements thereunder) will be, when issued or
transferred and sold in accordance with the Plan and such Agreements,
duly authorized, validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement on Form S-8 filed by the Registrant to effect
registration of the shares of Common Stock to be issued or transferred
and sold pursuant to the Plan under the Securities Act of 1933.
Very truly yours,
/s/Jones, Day, Reavis & Pogue
Jones, Day, Reavis & Pogue
<PAGE>
Exhibit 23(a)
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Premier Industrial Corporation:
We consent to incorporation by reference in this Form S-8 Registration
Statement pertaining to the Premier Industrial Corporation 1973 Stock
Option Plan for Management Employees as Amended and Restated as of
June 6, 1995, of our report dated July 20, 1995, relating to the
consolidated balance sheets of Premier Industrial Corporation and
subsidiaries as of May 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 May 31, 1995, which report
appears in the May 31, 1995 annual report on Form 10-K of Premier
Industrial Corporation.
/s/KPMG PEAT MARWICK LLP
KPMG PEAT MARWICK LLP
Cleveland, Ohio
September 25, 1995
