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As filed with the Securities and Exchange Commission on February 7, 1996
Registration No. 33-__________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
Registration Statement
Under the Securities Act of 1933
LINDSAY MANUFACTURING CO.
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(Exact name of registrant as specified in its charter)
Delaware 47-0554096
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Box 156, East Highway 91
Lindsay, Nebraska 68644
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(Address of principal executive offices) (Zip code)
LINDSAY MANUFACTURING CO.
1991 LONG-TERM INCENTIVE PLAN
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(Full title of the plan)
Gary D. Parker
President and Chief Executive Officer
Lindsay Manufacturing Co.
Box 156, East Highway 91 (402) 428-2131
Lindsay, Nebraska 68644 ----------------------------------
- ----------------------------------------- (Telephone number, including area
(Name and address of agent for service) code, of agent for service)
Copies to:
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Steven P. Amen, Esq.
Kutak Rock
1650 Farnam Street
Omaha, Nebraska 68102
(402) 346-6000
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==========================================================================================================================
Proposed Proposed Maximum Amount of
Title of Securities Amount to be Maximum Offering Aggregate Registration
to be Registered Registered Price Per Share Offering Price Fee
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<S> <C> <C> <C> <C>
Common Stock, 623,250 Shares (1) (1) $5,195.00
$1.00 par value
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</TABLE>
(1) Calculated pursuant to Rule 457(h). Outstanding options
for a total of 387,750 shares of common stock may be exercised at a
weighted average price of $20.22 per share. The exercise price for
the remaining 235,500 options which may be granted under the Plan
is not known at this time. Accordingly, the registration fee for the
remaining shares of common stock is based on the average of the high
and low prices reported on February 2, 1996 which was $ 30.67 per share
in accordance with Rule 457(c).
THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE UPON FILING IN
ACCORDANCE WITH RULE 462 UNDER THE SECURITIES ACT OF 1933, AS
AMENDED.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. Incorporation of Documents by Reference.
The following documents, previously filed with the Securities and
Exchange Commission by Lindsay Manufacturing Co. (the "Registrant") pursuant to
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are
incorporated herein by reference:
(a) the Registrant's Annual Report on Form 10-K for the
fiscal year ended August 31, 1995;
(b) all other reports filed by the Registrant pursuant to
Section 13(a) of the Exchange Act since the end of the fiscal year
covered by the Annual Report on Form 10-K referred to in (a) above;
(c) the description of the Registrant's common stock
contained in the Registrant's Registration Statement on Form 8-A filed
with the Securities and Exchange Commission on August 9, 1988.
Each document filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment
that indicates that all securities offered herein have been sold or that
deregisters all such securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part
hereof from the respective date of filing such documents.
Any statement contained in a document incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any
subsequently filed document that also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.
ITEM 4. Description of Securities.
Not Applicable.
ITEM 5. Interests of Named Experts and Counsel.
Not Applicable.
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ITEM 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law (the "DGCL")
provides that a Delaware corporation may indemnify its directors and officers
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement that are actually and reasonably incurred by such officers and
directors in connection with any action, suit or proceeding, whether civil,
criminal, administrative or investigative, if, in connection with the matters
in issue, they acted in good faith and in a manner they reasonably believed by
them to be in, or not opposed to, the best interests of the corporation, and,
with respect to any criminal suit or proceeding, they had no reasonable cause
to believe their conduct was unlawful. If the action is brought by or in the
right of the corporation, such indemnification may only be provided as long as,
in addition to the foregoing, it is not made with respect to any claim, issue
or matter as to which such officer or director has been found liable to the
corporation, unless such indemnification is approved by the court. Section 145
permits a Delaware corporation to grant its directors and officers additional
rights of indemnification through bylaw provisions and otherwise and to
purchase indemnity insurance on behalf of its directors and officers.
Pursuant to Article Ninth of the Company's Restated Certificate of
Incorporation, a director of the Company will not be personally liable to the
Company or to its shareholders for monetary damages for any breach of fiduciary
duty by such director other than liability (i) for any breach of the director's
duty of loyalty, (ii) arising out of acts or omissions not taken in good faith
or which involve intentional misconduct or a knowing violation of the law,
(iii) under Section 174 of the DGCL (relating to the unlawful payments of
dividends or redemption of stock) or (iv) arising from a transaction from which
the director derived a personal benefit. In addition, such Article Ninth
provides that the Company may indemnify its officers and directors to the
fullest extent authorized by law, including indemnification under statutory or
case law or pursuant to indemnity agreements or contracts with such persons.
As permitted by Article Third of its Bylaws, the Company has entered
into Indemnification Agreements with each director and executive officer of the
Company which provide for indemnity on terms consistent with the foregoing.
ITEM 7. Exemption from Registration Claimed.
Not Applicable
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ITEM 8. Exhibits.
The following is a complete list of exhibits filed as part of this
Registration Statement. Exhibit numbers correspond to the numbers in the
Exhibit Table of Item 601 of Regulation S-K.
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<CAPTION>
Exhibit
Number Description
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<S> <C>
4 Specimen Form of Common Stock Certificate, incorporated by reference to Exhibit 4 of Amendment No.3 to
the Company's Registration Statement on Form S-1 (Registration No. 33-23084), filed September 23, 1988
5 Opinion and Consent of Kutak Rock
23(a) Consent of Kutak Rock is contained in its opinion filed as Exhibit 5
23(b) Consent of Coopers & Lybrand L.L.P.
24 Powers of Attorney included at page S-2 of this
Registration Statement are incorporated herein by
reference.
</TABLE>
ITEM 9. Undertakings
The undersigned Registrant hereby undertakes:
(a)(l) 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 (the "Act"), 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; and
(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.
(b) That, for purposes of determining any liability under
the Act, each filing of the Registrant's annual report pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in this Registration Statement
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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.
(h) That, insofar as indemnification for liabilities
arising under the Act may be permitted to directors, officers and controlling
persons of the Registrant as described in Item 6 hereof 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, 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 Lindsay, State of
Nebraska, on this 7th day of February, 1996.
LINDSAY MANUFACTURING CO.
By: /s/ Gary D. Parker
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Gary D. Parker, Chairman,
President and Chief
Executive Officer
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Gary D. Parker, his true and lawful
attorney-in-fact and agent with full power of substitution and resubstitution
for him and in his name, place and stead, in any and all capacities, to sign
any or all amendments (including post-effective amendments) to this
Registration Statement on Form S-8 and file the same, with all exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto such attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, to all intents and purposes and
as full as they might or could do in person, hereby ratifying and confirming
all that such attorney-in-fact and agent, or his substitute may lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following persons
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
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<S> <C> <C>
/s/ Gary D. Parker Chairman, President and Chief February 7, 1996
- ----------------------------------------------------- Executive Officer
Gary D. Parker
/s/ Bruce C. Karsk Vice President--Finance, February 7, 1996
- ----------------------------------------------------- Treasurer and Secretary,
Bruce C. Karsk Principal Financial and
Accounting Officer
/s/ Howard G. Buffett Director February 7, 1996
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Howard G. Buffett
/s/ John W. Croghan Director February 7, 1996
- -----------------------------------------------------
John W. Croghan
/s/ J. David Dunn Director February 7, 1996
- -----------------------------------------------------
J. David Dunn
Director
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George W. Plossl
</TABLE>
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EXHIBIT 5
OPINION AND CONSENT OF KUTAK ROCK
February 7, 1996
Board of Directors
Lindsay Manufacturing Co.
Box 156, East Highway 91
Lindsay, Nebraska 68644
Gentlemen:
We have acted as counsel to Lindsay Manufacturing Co. (the "Company")
in connection with the filing of the registration statement on Form S-8 (the
"Registration Statement"), under the Securities Act of 1933, as amended (the
"Act"). The Registration Statement relates to the 623,250 shares of the
Company's common stock, $1.00 par value per share (the "Common Stock"),
issuable pursuant to the Company's 1991 Long-Term Incentive Plan (the "Plan").
In rendering the opinion expressed below, we have reviewed such matters,
documents and law as we have deemed necessary for purposes of this opinion.
Based on and subject to the foregoing, it is our opinion that the shares of
Common Stock, when issued in accordance with the Plan, will be legally issued,
fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not thereby admit that
we come within the category of persons whose consent is required under Section
7 of the Securities Act of 1933, or the rules and regulations of the Securities
and Exchange Commission thereunder.
Very truly yours,
/s/ KUTAK ROCK
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EXHIBIT 23(b)
CONSENT OF COOPERS & LYBRAND L.L.P.
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in this registration statement on
Form S-8 (File No. 33- ) of our report dated October 9, 1995 on our
audits of the consolidated financial statements and financial statement
schedule of Lindsay Manufacturing Co., as of August 31, 1995 and 1994 and for
years ended August 31, 1995, 1994 and 1993, which report is incorporated by
reference in the Company's Annual Report on Form 10-K for the year ended August
31, 1995.
/s/ COOPERS & LYBRAND L.L.P.
Omaha, Nebraska
February 7, 1996
