SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
__________________
Gehl Company
(Exact name of registrant as specified in its charter)
Wisconsin 39-0300430
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
143 Water Street
West Bend, Wisconsin 53095
(Address of principal executive offices) (Zip Code)
Gehl Savings Plan
(Full title of the plan)
William D. Gehl Copy to:
President and Chief Executive Officer
Gehl Company Jay O. Rothman
143 Water Street Foley & Lardner
West Bend, Wisconsin 53095 777 East Wisconsin Avenue
(414) 334-9461 Milwaukee, Wisconsin 53202
(Name, address and telephone number,
including area code, of agent for service)
__________________________
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum
Title of Amount Offering Aggregate Amount of
Securities to to be Price Offering Registration
be Registered Registered Per Share Price Fee
Common Stock, 100,000
$.10 par value shares $7.9375(1) $793,750(1) $274
(1) Estimated pursuant to Rule 457(c) under the Securities Act of
1933 solely for the purpose of calculating the registration fee
based on the average of the high and low prices for Gehl Company
Common Stock as reported on The Nasdaq Stock Market on March 29,
1996.
_________________________________
In addition, pursuant to Rule 416(c) under the Securities Act of
1933, this Registration Statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan
described herein.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document or documents containing the information specified in
Part I are not required to be filed with the Securities and Exchange
Commission (the "Commission") as part of this Form S-8 Registration
Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by Gehl Company (the "Company") or
the Gehl Savings Plan (the "Plan") with the Commission are hereby
incorporated herein by reference:
1. The Company's Annual Report on Form 10-K for the year ended
December 31, 1995, which includes certified financial statements as of and
for the year ended December 31, 1995.
2. The Plan's Annual Report on Form 11-K for the year ended
December 31, 1994, which includes certified financial statements as of and
for the year ended December 31, 1994.
3. The description of the Company's Common Stock contained in
Item 1 of the Company's Registration Statement on Form 8-A, dated November
13, 1989, and any amendment or report filed for the purpose of updating
such description.
All documents subsequently filed by the Company or the Plan
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange
Act of 1934, as amended, after the date of filing of this Registration
Statement and prior to such time as the Company files a post-effective
amendment to this Registration Statement which indicates that all
securities offered hereby have been sold or which deregisters all
securities then remaining unsold shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the
date of filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Pursuant to the Wisconsin Business Corporation Law and the
Company's By-laws, directors and officers of the Company are entitled to
mandatory indemnification from the Company against certain liabilities and
expenses (i) to the extent such officers or directors are successful in
the defense of a proceeding and (ii) in proceedings in which the director
or officer is not successful in defense thereof, unless it is determined
that the director or officer breached or failed to perform his duties to
the Company and such breach or failure constituted: (a) a willful failure
to deal fairly with the Company or its shareholders in connection with a
matter in which the director or officer had a material conflict of
interest; (b) a violation of the criminal law unless the director or
officer had reasonable cause to believe his conduct was lawful or had no
reasonable cause to believe his conduct was unlawful; (c) a transaction
from which the director or officer derived an improper personal profit; or
(d) willful misconduct. It should be noted that the Wisconsin Business
Corporation Law specifically states that it is the public policy of
Wisconsin to require or permit indemnification in connection with a
proceeding involving securities regulation, as described therein, to the
extent required or permitted as described above. Additionally, under the
Wisconsin Business Corporation Law, directors of the Company are not
subject to personal liability to the Company, its shareholders or any
person asserting rights on behalf thereof for certain breaches or failures
to perform any duty resulting solely from their status as directors except
in circumstances paralleling those in subparagraphs (a) through (d)
outlined above.
Expenses for the defense of any action for which indemnification
may be available may be advanced by the Company under certain
circumstances.
The indemnification provided by the Wisconsin Business Corporation
Law and the Company's By-laws is not exclusive of any other rights to
which a director or officer may be entitled.
The Company maintains a liability insurance policy for its
directors and officers as permitted by Wisconsin law which may extend to,
among other things, liability arising under the Securities Act of 1933, as
amended.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
The following exhibits have been filed (except where otherwise
indicated) as part of this Registration Statement:
Exhibit
No. Exhibit
(4.1) Gehl Savings Plan, as amended (incorporated by
reference to Exhibit 10.6 to Gehl Company's Annual
Report on Form 10-K for the year ended December
31, 1994)
(4.2) Restated Articles of Incorporation of Gehl Company
(incorporated by reference to Exhibit 3.1 to Gehl
Company's Form S-1 Registration Statement
(Registration No. 33-31571))
(5) Opinion of Foley & Lardner
(23.1) Consent of Price Waterhouse LLP
(23.2) Consent of Foley & Lardner (contained in Exhibit 5
hereto)
(24) Power of Attorney relating to subsequent
amendments (included on the signature page to this
Registration Statement)
The undersigned Registrant hereby undertakes to submit the Plan to
the Internal Revenue Service ("IRS") in a timely manner and will make all
changes required by the IRS in order to qualify the Plan under Section 401
of the Internal Revenue Code of 1986, as amended.
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration
Statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of
1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of
the Registration Statement (or the most
recent post-effective amendment thereof)
which, individually or in the aggregate,
represent a fundamental change in the
information set forth in the Registration
Statement; and
(iii) 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;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Commission by the Registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in the Registration
Statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.
(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) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933,
each filing of the Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 (and each filing of
the employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, 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.
<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 City of West Bend,
State of Wisconsin, on April 2, 1996.
GEHL COMPANY
By: /s/ William D. Gehl
William D. Gehl
President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated. Each person whose signature
appears below constitutes and appoints William D. Gehl and Michael J.
Mulcahy, and each of them, 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 and all
amendments (including post-effective amendments) to this Registration
Statement and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange
Commission, granting unto each said 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, as fully as he might or could do in person, hereby
ratifying and confirming all that each said attorney-in-fact and agent may
lawfully do or cause to be done by virtue hereof.
Signature Title Date
/s/ William D. Gehl President, Chief April 2, 1996
William D. Gehl Executive Officer and
Director (Principal
Executive Officer)
/s/ Kenneth F. Kaplan Vice President of April 2, 1996
Kenneth F. Kaplan Finance and Treasurer
(Principal Financial
and Accounting
Officer)
/s/ Fred M. Butler Director April 2, 1996
Fred M. Butler
/s/ John W. Findley Director April 2, 1996
John W. Findley
/s/ John W. Gehl Director April 2, 1996
John W. Gehl
/s/ Arthur W. Nesbitt Director April 2, 1996
Arthur W. Nesbitt
/s/ Roger E. Secrist Director April 2, 1996
Roger E. Secrist
/s/ John W. Splude Director April 2, 1996
John W. Splude
The Plan. Pursuant to the requirements of the Securities Act of
1933, the trustee of the Plan has duly caused this Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized,
in the City of Milwaukee and State of Wisconsin, this 2nd day of April,
1996.
GEHL SAVINGS PLAN
By: Bank One, Wisconsin Trust Company, N.A.
By: /s/ Michael J. Normand
Title: Vice President
<PAGE>
EXHIBIT INDEX
GEHL SAVINGS PLAN
Exhibit No. Exhibit
(4.1) Gehl Savings Plan, as amended (incorporated
by reference to Exhibit 10.6 to Gehl
Company's Annual Report on Form 10-K for
the year ended December 31, 1994)
(4.2) Restated Articles of Incorporation of Gehl
Company (incorporated by reference to
Exhibit 3.1 to Gehl Company's Form S-1
Registration Statement (Registration No.
33-31571))
(5) Opinion of Foley & Lardner
(23.1) Consent of Price Waterhouse LLP
(23.2) Consent of Foley & Lardner (contained in
Exhibit 5 hereto)
(24) Power of Attorney relating to subsequent
amendments (included on the signature page
to this Registration Statement)
FOLEY & LARDNER
A T T O R N E Y S A T L A W
FIRSTAR CENTER
777 EAST WISCONSIN AVENUE
MILWAUKEE, WISCONSIN 53202-5367
A MEMBER OF GLOBALEX
WITH MEMBER OFFICES IN
MADISON BERLIN
CHICAGO TELEPHONE (414) 271-2400 BRUSSELS
WASHINGTON, D.C. DRESDEN
JACKSONVILLE TELEX 26-819 FRANKFURT
ORLANDO LONDON
TALLAHASSEE (FOLEY LARD MIL) PARIS
TAMPA SINGAPORE
WEST PALM BEACH FACSIMILE (414) 297-4900 STUTTGART
TAIPEI
WRITER'S DIRECT LINE
April 2, 1996
Gehl Company
143 Water Street
West Bend, Wisconsin 53095
Re: Gehl Savings Plan
Gentlemen:
We have acted as counsel for Gehl Company, a Wisconsin
corporation (the "Company"), in conjunction with the preparation of a Form
S-8 Registration Statement (the "Registration Statement") to be filed by
the Company with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Securities Act"), relating to
100,000 shares of the Company's Common Stock, $.10 par value (the "Common
Stock"), and interests in the Gehl Savings Plan (the "Plan") which may be
issued or acquired pursuant to the Plan.
We have examined: (a) the Plan; (b) signed copies of the
Registration Statement; (c) the Company's Restated Articles of
Incorporation and By-laws, as amended to date; (d) resolutions of the
Company's Board of Directors relating to the Plan and the issuance of
shares of Common Stock thereunder; and (e) such other documents and
records as we have deemed necessary to enable us to render this opinion.
Based on the foregoing, we are of the opinion that:
1. The Company is a corporation validly existing under the
laws of the State of Wisconsin.
2. It is presently contemplated that the shares of Common
Stock to be acquired by the Plan will either be purchased in the open
market or purchased directly from the Company. To the extent that the
shares of Common Stock acquired by the Plan shall constitute shares issued
by the Company, such shares of Common Stock, when issued pursuant to the
terms and conditions of the Plan, and as contemplated in the Registration
Statement, will be validly issued, fully paid and nonassessable, except
with respect to wage claims of, or other debts owing to, employees of the
Company for services performed, as provided in Section 180.0622(2)(b) of
the Wisconsin Business Corporation Law (and judicial interpretations
thereof).
We consent to the use of this opinion as an exhibit to the
Registration Statement. In giving our consent, we do not admit that we
are "experts" within the meaning of Section 11 of the Securities Act or
within the category of persons whose consent is required by Section 7 of
the Securities Act.
Very truly yours,
FOLEY & LARDNER
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 12, 1996, which appears
in the 1995 Annual Report to Shareholders of Gehl Company, which is
incorporated by reference in Gehl Company's Annual Report on Form 10-K for
the year ended December 31, 1995. We also consent to the incorporation by
reference of our report on the Financial Statement Schedule, which appears
in such Annual Report on Form 10-K. We also consent to the incorporation
by reference in the Registration Statement of our report dated May 15,
1995 appearing in the Annual Report of the Gehl Company Savings Plan on
Form 11-K for the year ended December 31, 1994.
PRICE WATERHOUSE LLP
Milwaukee, Wisconsin
April 2, 1996
