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THIS IS A CONFIRMING COPY OF A FILING MADE WITH THE SECURITIES AND EXCHANGE
COMMISSION ON FEBRUARY 28, 1995.
Registration Statement No.33-58782
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
BHA Group, Inc.
- --------------------------------------------------------------------------------
(Exact name of issuer as specified in its charter)
Delaware
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(State or other jurisdiction
incorporation or organization)
43-1416730
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(I.R.S. Employer
Identification No.)
8800 East 63rd Street, Kansas City, Missouri 64133
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(Address of Principal Executive Offices) (Zip Code)
Incentive Stock Plan
(formerly, Incentive Stock Option Plan)
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(Full title of the plan)
James C. King
Secretary
BHA Group, Inc.
8800 East 63rd Street
Kansas City, Missouri 64133
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(Name and address of agent for service)
(816) 356-8400
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(Telephone number, including area code, of agent for service)
With a copy to:
Ralph J. Sutcliffe, Esq.
Kronish, Lieb, Weiner & Hellman
1114 Avenue of the Americas
New York, NY 10036
CALCULATION OF REGISTRATION FEE
<TABLE>
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Proposed
Title of Proposed maximum
Securities Amount maximum aggregate Amount of
to be to be offering price offering registration
registered registered per share(1) price fee
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<S> <C> <C> <C> <C>
Class A
Common Stock,
$.01 par value 310,000 $12.50 $3,875,000 $1,336.21
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</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee.
The offering price has been computed pursuant to Rule 457(c)
promulgated under the Securities Act of 1933, as amended (the "1933
Act"), on the basis of the average of the high and low prices of BHA
Group, Inc.'s Common Stock reported on the National Market System of
the National Association of Securities Dealers, Inc. Automated
Quotation System on February 22, 1995.
Page 1 of 10
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The contents of BHA Group, Inc's (the "Registrant")
Registration Statement on Form S-8 (File No. 33-58782) are
incorporated herein by reference.
Exhibits
5.1 Opinion of counsel re: legality
23.1 Consent of independent accountants
23.2 Consent of counsel (included in Exhibit 5.1 above)
2
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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 Kansas City, State of Missouri on this 28th day
of February, 1995.
BHA GROUP, INC.
(Registrant)
By:/s/ James E. Lund
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James E. Lund,
Chief Executive Officer and
President
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the following persons in
all capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ James E. Lund Chief Executive February 28,
- ----------------------------- Officer, President 1995
James E. Lund and Director
/s/ James C. Shay Chief Financial February 28,
- ----------------------------- Officer and 1995
James C. Shay Treasurer
/s/ Lamson Rheinfrank, Jr. Chairman of the February 28,
- ----------------------------- Board of Directors 1995
Lamson Rheinfrank, Jr. and Director
/s/ Michael T. Zak Vice Chairman of the February 28,
- ----------------------------- Board of Directors 1995
Michael T. Zak and Director
3
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Signature Title Date
--------- ----- ----
/s/ James J. Thome Director February 28,
- ----------------------------- 1995
James J. Thome
/s/ Don H. Alexander Director February 28,
- ----------------------------- 1995
Don H. Alexander
/s/ Robert D. Freeland Director February 28,
- ----------------------------- 1995
Robert D. Freeland
/s/ Thomas A. McDonnell Director February 28,
- ----------------------------- 1995
Thomas A. McDonnell
4
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EXHIBIT INDEX
Exhibit Page
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5.1 Opinion of Counsel re: legality
23.1 Consent of independent accountants
23.2 Consent of Counsel
(included in Exhibit 5.1 above)
5
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KRONISH, LIEB, WEINER & HELLMAN
1114 AVENUE OF THE AMERICAS
NEW YORK, N.Y. 10036-7798
TELEPHONE: (212) 479-6000
FAX: (212) 479-6275
February 28, 1995
The Board of Directors
BHA Group, Inc.
8800 East 63rd Street
Kansas City, Missouri 64133
Dear Sirs:
We have acted as counsel to BHA Group, Inc., a Delaware
corporation (the "Company"), in connection with its registration
statement on Form S-8 filed pursuant to the Securities Act of
1933, as amended (the "Registration Statement"), relating to an
amendment to the Company's Incentive Stock Plan (the "Plan")
which, among other things, (i) increased the number of shares of
the Company's $.01 par value Class A Common Stock (the "Common
Stock") available for issuance under the Plan by 310,000 shares
(the "New Plan Shares") from 970,000 shares to an aggregate of
1,280,000 shares, (ii) allocated 200,000 of the New Plan Shares
for issuance pursuant to stock options under the Plan, (iii)
allocated 90,000 of the New Plan Shares for issuance to
employees, officers and directors as restricted shares, (iv)
allocated 20,000 of the New Plan Shares for issuance to directors
who are not employees of the Company in lieu of cash payment of
directors' fees, and (v) extended the expiration date of the Plan
from September 4, 1996 to August 9, 2004.
For purposes of the opinions expressed in this letter,
we have examined the Certificate of Incorporation and By-laws of
the Company, as amended to date, records of the corporate
proceedings of the Company, and such other documents and records
of the Company, and such certificates of officers of the Company,
public officials and others as we have deemed necessary or
appropriate as a basis for such opinions. In making our
examination, we have assumed the genuineness of all signatures,
the legal capacity of natural persons, the authenticity of all
documents submitted to us as originals and the conformity to the
originals of all documents submitted to us as photostatic or
conformed copies.
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KRONISH, LIEB, WEINER & HELLMAN
BHA Group, Inc.
Page 2
We are members of the Bar of the State of New York and,
for purposes of the opinions expressed in this letter, do not
hold ourselves out as experts on, nor are we, in rendering the
opinions expressed herein, passing on the laws of any
jurisdiction other than the federal laws of the United States,
the laws of the State of New York and the General Corporation Law
of the State of Delaware.
Based on the foregoing, and having regard to such legal
considerations as we have deemed relevant, we are of the opinion
that the New Plan Shares have been duly authorized and, upon the
issuance thereof and payment therefor in accordance with the
terms of the Plan, will be validly issued, fully paid and
nonassessable shares of Common Stock of the Company.
We hereby consent to the inclusion of this letter as an
exhibit to the Registration Statement.
Very truly yours,
/s/ KRONISH, LIEB, WEINER & HELLMAN
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The Board of Directors
BHA Group, Inc.:
We consent to incorporation by reference in the registration statement (No.
33-58782) on Form S-8 of BHA Group, Inc. of our report dated November 8, 1994,
relating to the consolidated balance sheets of BHA Group, Inc. and subsidiaries
as of September 30, 1994 and 1993, and the related consolidated statements of
earnings, shareholders' equity, and cash flows for each of the years in the
three-year period ended September 30, 1994, and all related schedules which
appear in the September 30, 1994 annual report on Form 10-K of BHA Group, Inc.
/s/ KPMG PEAT MARWICK LLP
Kansas City, Missouri
February 27, 1995
