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Registration Statement No.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
BHA Group Holdings, Inc.
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(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)
Amended and Restated Incentive Stock Plan
(formerly, Incentive Stock Plan)
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(Full title of the plan)
James C. Shay
Secretary
BHA Group Holdings, 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
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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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Common Stock,
$.01 par value 580,000 $18.125 $10,512,500 $3,101.19
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(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 Holdings, Inc.'s Common
Stock reported on the National Market System of the National Association of
Securities Dealers, Inc. Automated Quotation System on April 3, 1998.
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The contents of BHA Group Holdings, Inc.'s (the "Registrant")
Registration Statement on Form S-8 (File No. 33-58782) are incorporated herein
by reference.
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Exhibits
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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)
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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 9th day of
April, 1998.
BHA GROUP HOLDINGS, 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.
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Signature Title Date
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/s/ James E. Lund Chief Executive April 9, 1998
- -------------------------- Officer, President
James E. Lund and Director
/s/ James C. Shay
- -------------------------- Chief Financial April 9, 1998
James C. Shay Officer, Treasurer
and Secretary
/s/ Lamson Rheinfrank, Jr. Chairman of the April 9, 1998
- -------------------------- Board of Directors
Lamson Rheinfrank, Jr. and Director
/s/ Michael T. Zak Vice Chairman of the April 9, 1998
- -------------------------- Board of Directors
Michael T. Zak and Director
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Signature Title Date
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/s/ James J. Thome Chief Operating April 9, 1998
- -------------------------- Officer, Executive
James J. Thome Vice President and
Director
/s/ Don H. Alexander Director April 9, 1998
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Don H. Alexander
/s/ Robert D. Freeland Director April 9, 1998
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Robert D. Freeland
/s/ Richard C. Greene Director April 9, 1998
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Richard C. Greene
/s/ Thomas A. McDonnell Director April 9, 1998
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Thomas A. McDonnell
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EXHIBIT INDEX
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Exhibit
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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)
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EXHIBIT 5.1
[LETTERHEAD OF KRONISH, LIEB, WEINER & HELLMAN LLP]
April 9, 1998
The Board of Directors
BHA Group Holdings, Inc.
8800 East 63rd Street
Kansas City, Missouri 64133
Dear Sirs:
We have acted as counsel to BHA Group Holdings, 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 and restatement of the
Company's Incentive Stock Plan (the "Plan") which, among other things, increased
the number of shares of the Company's $.01 par value Common Stock (the "Common
Stock") available for issuance under the Plan by 580,000 shares (the "New Plan
Shares") from 1,479,733 shares to an aggregate of 2,059,733 shares.
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.
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
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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 LLP
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EXHIBIT 23.1
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 Holdings, Inc. of our report dated November
11, 1997, relating to the consolidated balance sheets of BHA Group Holdings,
Inc. and subsidiaries as of September 30, 1997 and 1996 and the related
consolidated statements of earnings, stockholders' equity and cash flows for
each of the years in the three-year period ended September 30, 1997, and all
related schedules, which report appears in the September 30, 1997 annual report
on Form 10-K of BHA Group Holdings, Inc.
/s/ KPMG Peat Marwick LLP
Kansas City, Missouri
April 9, 1998
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