As filed with the Securities and Exchange Commission on June 26, 1998
REGISTRATION NO. 333____________
==============================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------------------------------
SCOTSMAN INDUSTRIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 36-3635892
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
820 FOREST EDGE DRIVE
VERNON HILLS, ILLINOIS 60061
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)
SCOTSMAN INDUSTRIES, INC. LONG-TERM EXECUTIVE
INCENTIVE COMPENSATION PLAN
(FULL TITLE OF THE PLAN)
DONALD D. HOLMES
VICE PRESIDENT-FINANCE
SCOTSMAN INDUSTRIES, INC.
820 FOREST EDGE DRIVE
VERNON HILLS, ILLINOIS 60061
(NAME AND ADDRESS OF AGENT FOR SERVICE)
(847) 215-4447
(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
WITH A COPY TO:
SHIRLEY M. LUKITSCH
SCHIFF HARDIN & WAITE
7200 SEARS TOWER
CHICAGO, ILLINOIS 60606
(312) 258-5602
---------------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Proposed maximum Proposed maximum Amount of
Amount offering price per aggregate offering registration
Title of Securities to be Registered to be share (1) price (1) fee (1)
<C> <C> <C> <C> <C>
Common Stock, par value
$0.10 per share (including
associated Common Stock 600,000 $26.3125 $15,787,500 $4,657.31
Purchase Rights)
(1) Estimated on the basis of $26.3125 per share, the average of the high and low sales prices as reported on the
New York Stock Exchange consolidated reporting system on June 23, 1998, pursuant to Rule 457(h) and 457(c).
</TABLE>
<PAGE>
GENERAL INSTRUCTIONS
E. REGISTRATION OF ADDITIONAL SECURITIES
The purpose of this Registration Statement on Form S-8 is to
register an additional 600,000 shares of common stock, $0.10 par value
per share (the "Common Stock"), and the associated Common Stock
Purchase Rights (the "Rights") of the Registrant issuable pursuant to
the Scotsman Industries, Inc. Long-Term Executive Incentive
Compensation Plan. The contents of the Registrant's previously filed
Registration Statements on Form S-8, File Nos. 33-35871 and 33-53482,
filed with the Securities and Exchange Commission on July 13, 1990 and
October 20, 1992, registering shares of Common Stock and the
associated Rights issuable under the Plan, are hereby incorporated by
reference in this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
All information required in this Registration Statement not
included in the exhibits filed herewith or set forth on the signature
page is set forth in the Registrant's previously filed Registration
Statements on Form S-8, File Nos. 33-35871 and 33-53482, which are
incorporated by reference herein.
ITEM 8. EXHIBITS.
The exhibits filed herewith or incorporated by reference
herein are set forth in the Exhibit Index filed as part of this
registration statement on page 4 hereof.<PAGE>
SIGNATURES
THE REGISTRANT. 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 Village of Vernon Hills, State of Illinois, on May
14, 1998.
SCOTSMAN INDUSTRIES, INC.
(Registrant)
By: /s/ Richard C. Osborne
-----------------------------
Richard C. Osborne
Chairman of the Board, President
and Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below appoints Richard
C. Osborne and Donald D. Holmes, or either of them, as such person's
true and lawful attorneys-in-fact to execute in the name of each such
person, and to file, any amendments to this registration statement
that either of such attorneys-in-fact will deem necessary or desirable
to enable the Registrant to comply with the Securities Act of 1933, as
amended, and any rules, regulations, and requirements of the
Securities and Exchange Commission with respect thereto, in connection
with the registration of the shares of Common Stock (and the Common
Stock Purchase Rights associated therewith), which amendments may make
such changes in such registration statement as either of the above-
named attorneys-in-fact deems appropriate, and to comply with the
undertakings of the Registrant made in connection with this
registration statement; and each of the undersigned hereby ratifies
all that either of said attorneys will do or cause to be done by
virtue hereof.
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/ Richard C. Osborne Chairman of the Board, May 14, 1998
------------------------- President, Chief Executive
Richard C. Osborne Officer and Director
(Principal Executive Officer)<PAGE>
/s/ Donald D. Holmes Vice President -- Finance May 14, 1998
-------------------------- Principal Financial and
Donald D. Holmes Accounting Officer)
/s/ Donald C. Clark Director May 14, 1998
--------------------------
Donald C. Clark
/s/ Frank W. Considine Director May 14, 1998
--------------------------
Frank W. Considine
-------------------------- Director May 14, 1998
George D. Kennedy
/s/ James J. O'Connor Director May 14, 1998
--------------------------
James J. O'Connor
/s/ Robert G. Rettig Director May 14, 1998
--------------------------
Robert G. Rettig
/s/ Richard L. Thomas Director May 14, 1998
--------------------------
Richard L. Thomas<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION* PAGE NO.
-------------- ------------------------ ----------
4.1 Restated Certificate of Incorporation of
the Registrant (incorporated herein by
reference to the Registrant's Form 10-K
for the fiscal year ended December 31,
1989).
4.2 By-Laws of the Registrant, as amended
(incorporated herein by reference to the
Registrant's Form 8-K, dated June 21,
1991).
4.3 Rights Agreement, dated as of April 14,
1989, between Scotsman Industries, Inc.
and Harris Trust & Savings Bank
(incorporated herein by reference to the
Registrant's Form 8-K, dated April 25,
1989), as amended by Amendment No. 1
thereto, dated as of January 11, 1994
(incorporated herein by reference to
Scotsman Industries, Inc. Amendment No.
4 to General Form for Registration of
Securities on Form 10/A, as filed with
the Commission on January 27, 1994),
Amendment No. 2 thereto, dated as of
February 10, 1998 (incorporated herein
by reference to the Company's Form 8-K,
dated February 10, 1998) and Amendment
No. 3 thereto, dated as of February 11,
1998 (incorporated herein by reference
to the Company's Form 8-K, dated
February 10, 1998).
5 Opinion of Schiff Hardin & Waite.
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Schiff Hardin & Waite
(contained in their opinion filed as
Exhibit 5).
24 Powers of Attorney (contained on the
signature pages hereto).
------------------------------
* Unless otherwise indicated, all documents incorporated by
reference to prior filings have been filed under Commission File No.
1-10182.
EXHIBIT 5
Shirley M. Lukitsch
(312) 258-5602
June 26, 1998
Scotsman Industries, Inc.
820 Forest Edge Drive
Vernon Hills, Illinois 60061
Re: REGISTRATION ON FORM S-8 OF 600,000 SHARES OF COMMON STOCK
ISSUABLE UNDER THE SCOTSMAN INDUSTRIES, INC. LONG-TERM
EXECUTIVE INCENTIVE COMPENSATION PLAN
Ladies and Gentlemen:
We have acted as counsel to Scotsman Industries, Inc., a
Delaware corporation (the "Company"), in connection with the Company s
filing of a Registration Statement on Form S-8 (the "Registration
Statement") covering 600,000 shares of common stock, par value $0.10
per share, of the Company, and the related common stock purchase
rights (including such rights, the "Shares"), to be issued pursuant to
the terms of the Scotsman Industries, Inc. Long-Term Executive
Incentive Compensation Plan (the "Plan").
In this connection, we have considered such questions of law
and have examined such documents as we have deemed necessary to enable
us to render the opinions contained herein. Based on the foregoing, it
is our opinion that those Shares that are originally issued shares,
when issued upon the exercise of an option granted under the Plan and
subject to the terms and conditions thereof, will be legally issued,
fully paid and nonassessable.
We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement.
Very truly yours,
SCHIFF HARDIN & WAITE
By: /s/ Shirley M. Lukitsch
-------------------------------
Shirley M. Lukitsch
SML:sl
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement on Form S-8
of our report, dated February 3, 1998, included in the Annual Report
on Form 10-K of Scotsman Industries, Inc. for the year ended December
28, 1997, and to all references to our firm included in this
Registration Statement.
ARTHUR ANDERSEN LLP
Chicago, Illinois
June 25, 1998
