AS FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION ON May 12, 1995
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
BALDOR ELECTRIC COMPANY
(Exact Name of Registrant as Specified in its Charter)
Missouri 43-0168840
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
5711 R.S. Boreham, Jr St
Fort Smith, Arkansas 72902
(Address of principal executive offices) (Zip Code)
BALDOR ELECTRIC COMPANY 1994 INCENTIVE STOCK PLAN
(Full Title of the Plan)
------------------------
Lloyd G. Davis
Baldor Electric Company
5711 R.S. Boreham, Jr St
Fort Smith, Arkansas 72901
(Name and Address of Agent for Service)
(501) 646-4711
(Telephone Number, Including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
-------------------------------
Proposed
Title of Proposed Maximum Maximum Amount of
Securities Amount to be Offering Price Aggregate Registration
to be Registered Registered Per Share Offering Price fee
- ---------------- ------------ -------------- -------------- ------------
Common Stock 1,000,000 $29.3125 (2) $29,312,500 (2) $10,108(2)
Shares(1)
<PAGE>
(1) Plus such additional shares as may be issued by reason of stock
splits, stock dividends or similar transactions.
(2) The proposed maximum offering price per share and maximum
aggregate offering price are estimated for the sole purpose of
calculating the amount of the registration fee. The fee has been
calculated in accordance with Rule 457(h)(1) of Regulation C promulgated
under the Securities Act of 1933. Accordingly, the maximum offering price
per share is based on the average of the high and low sales price of the
Common Stock on May 8, 1995 as reported by the New York Stock Exchange,
Inc.
<PAGE>
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
- ---------------------------------------------------------
The following documents filed with the Securities and Exchange
Commission (the "Commission") by Baldor Electric Company (the "Company")
are incorporated herein by reference:
(a) The Annual Report of the Company on Form 10-K for the year ended
December 31, 1994, filed pursuant to Section 13 of the Securities Exchange
Act of 1934, as amended (the "Exchange Act") on March 31, 1995;
(b) All reports and other documents subsequently filed by the
Company pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange
Act, prior to the filing of a post-effective amendment 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 herein and to be a part hereof from the date of the filing of
such reports and documents.
(c) (1) The description of the Company's Common Stock, $.10 par
value per share, as contained in the Registration Statement filed pursuant
to Section 12 of the Exchange Act, including any amendment or report filed
for the purpose of updating such description; and (2) The description of
the Company's Common Stock Purchase Rights, as contained in the Rights
Agreement dated May 6, 1988 refiled as Exhibit 4(i) to the Company's Form
10-K for the fiscal year ended December 31, 1994.
Item 4. Description of Securities.
- -----------------------------------
Not applicable.
Item 5. Interests of Named Experts and Counsel.
- ------------------------------------------------
A partner in the law firm of Peper, Martin, Jensen, Maichel and
Hetlage, the law firm issuing the opinion called for by Exhibit 5 of
Regulation S-K, is a co-trustee of a revocable living trust of which
a shareholder of the Company is the settlor and beneficiary (the
"Trust"). The Trust is the beneficial owner of 29,638 shares of
Common Stock of the Company. The attorney who is the co-trustee
disclaims beneficial ownership of these shares.
Two other attorneys in the same law firm beneficially own a total
of 510 shares of Common Stock of the Company.
<PAGE> II-1
<PAGE>
Item 6. Indemnification of Directors and Officers.
- -------------------------------------------------
Pursuant to Mo. Rev. Stat. para. 351.355 a company incorporated under
the laws of the State of Missouri may indemnify its directors and
officers against expenses, including attorneys' fees, judgments,
fines, and amounts paid in settlement actually and reasonably incurred
as a result of civil, criminal, administrative or investigative
proceedings threatened or pending against such parties (other than
such actions by or in the right of the corporation) if the officer or
director acted in good faith and in a manner which he or she
reasonably believed to be in or not opposed to the best interest of
the Company and, with respect to any criminal action or proceeding,
had no reasonable cause to believe his or her conduct was unlawful.
With respect to actions by or in the right of the corporation, the
corporation may indemnify directors and officers against expenses,
including attorneys' fees and amounts paid in settlement actually and
reasonably incurred in connection with the defense or settlement of
the action or suit, if he or she acted in good faith and in a manner
he or she reasonably believed to be in or not opposed to the best
interest of the corporation, except that no indemnification shall be
made in respect of any claim, issue or matter as to which such person
shall have been adjudged to be liable for negligence or misconduct,
unless and only to the extent that the court in which such action is
brought determines the person is entitled to indemnification.
Section 357.355 allows a corporation to adopt provisions in its
articles of incorporation or bylaws or to enter into agreements (which
bylaws or agreements have been adopted by the shareholders) which
provide for indemnity of the corporation's officers and directors
based on a lower standard of conduct, except for knowingly fraudulent,
deliberately dishonest or willful misconduct.
In addition, under Missouri law, the Company may purchase and
maintain insurance on behalf of its officers and directors for any
liability incurred by such parties in connection with their status as
an officer or director of the Company, regardless of whether the
Company would have the power under Missouri law to indemnify its
officers or directors against such liability.
Article Ten of the Company's Restated Articles of Incorporation,
as amended, provides that Baldor shall indemnify its officers and
directors in all actions, whether derivative, nonderivative, civil,
criminal, administrative or investigative, if such party's conduct is
not finally adjudged to be knowingly fraudulent, deliberately
dishonest or willful misconduct. This is a lower standard than that
set forth in the statute. Baldor also maintains directors' and
officers' liability insurance which protects each director or officer
from liability for actions taken in their capacity as directors or
officers. This insurance may provide broader coverage for such
individuals than may be required by Article Ten of the Company's
Restated Articles of Incorporation, as amended.
<PAGE> II-2
<PAGE>
Item 7. Exemption from Registration Claimed.
- ---------------------------------------------
Not applicable.
Item 8. Exhibits.
- ------------------
See Exhibit Index on page II-7 hereof.
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, represents a Fundamental
change in the information set forth in the registration
statement;
(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 registration statement is on Form S-3, Form S-8 or Form
F-3 and 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 this 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 therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
<PAGE> II-3
<PAGE>
(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, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Securities Exchange Act
of 1934) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating
to the securities being offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.
(h) 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> II-4
<PAGE>
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 Fort Smith,
State of Arkansas, on May 6, 1995.
BALDOR ELECTRIC COMPANY
(Registrant)
By: \s\ R. L. Qualls
---------------------------
R. L. Qualls
President and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints R. S. Boreham, Jr., R. L.
Qualls and George A. Schock and each of them (with full power to each
of them to act alone), his true and lawful attorneys-in-fact and
agents, 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, and to file the same, with all exhibits
thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, 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, as fully to all
intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents,
or any of them, or their substitutes, may lawfully do or cause to be
done by virtue hereof.
<PAGE> II-5
<PAGE>
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\ R. S. Boreham, Jr.
- ----------------------- Chairman of the Board )
R. S. Boreham, Jr. of Directors and )
Chairman of the )
Executive Committee )
\s\ R. L. Qualls
- ----------------------- President, Chief )
R. L. Qualls Executive Officer, and )
Director (Principal )
Executive Officer )
\s\ Lloyd G. Davis
- ------------------------ Chief Financial Officer,)
Lloyd G. Davis Vice President - )
Finance, Secretary, and )
Treasurer (Principal )
Financial and )
Accounting Officer) )
\s\ George A. Schock
- ------------------------ Assistant Secretary and )
George A. Schock Director ) May 6, 1995
\s\ Jefferson W. Asher, Jr.
- ------------------------ Director )
Jefferson W. Asher, Jr. )
\s\ Fred C. Ballman
- ------------------------ Director )
Fred C. Ballman )
\s\ O. A. Baumann
- ----------------------- Director )
O. A. Baumann )
\s\ Robert J. Messey
- ------------------------ Director )
Robert J. Messey )
\s\ Robert L. Proost
- ------------------------ Director )
Robert L. Proost )
\s\ Willis J. Wheat
- ------------------------ Director )
Willis J. Wheat )
<PAGE> II-6
<PAGE>
EXHIBIT INDEX
Exhibit
Number
- --------
4(i)(a) Reference is made to Article III of the Company's Restated
Articles of Incorporation, filed as Exhibit 3(i) to the
Registrant's Form 10-K for the year ended December 31,
1994, filed with the Securities and Exchange Commission
on March 31, 1995.
4(i)(b) Rights Agreement dated May 6, 1988, between Baldor
Electric Company and Wachovia Bank of North Carolina,
N.A. (formerly Wachovia Bank & Trust Company, N.A.),
as Rights Agent, refiled as Exhibit 4(i) to the Company's
Form 10-K for the fiscal year ended December 31, 1994, and
incorporated herein by reference.
4(iii) The Registrant agrees to furnish to the Securities and
Exchange Commission upon request pursuant to Item
601(b)(4)(iii) of Regulation S-K, copies of instruments
defining the rights of the holders of long-term debt of
the Registrant and its consolidated subsidiaries.
5 Opinion of Peper, Martin, Jensen, Maichel and Hetlage.
15 Omitted -- Inapplicable.
23.1 Consent of Ernst & Young.
23.2 Consent of Peper, Martin, Jensen, Maichel and Hetlage
contained in Exhibit 5.
24 Power of Attorney contained on Page II-5 through II-6
hereof.
26 Omitted -- Inapplicable.
28 Omitted -- Inapplicable.
*Numbers correspond to document numbers in Exhibit Table of Item 601
of Regulation S-K.
<PAGE> II-7
EXHIBIT 5
May 11, 1995
Baldor Electric Company
5711 R.S. Boreham Jr. St.
Fort Smith, Arkansas 72902
RE: 1994 Incentive Stock Plan
We are counsel for Baldor Electric Company, a Missouri corporation (the
"Company"), in connection with the registration under the Securities Act
of 1933, as amended, of 1,000,000 shares of common stock, $.10 per share
par value, of the Company (the "Shares"), to be issued under the 1994
Incentive Stock Plan (the "Plan"). A Registration Statement on Form S-8
(the "Registration Statement") with respect to such Shares is being filed
concurrently herewith with the Securities and Exchange Commission.
As counsel, we have reviewed the organizational documents of the Company,
including the Restated Articles of Incorporation and the Bylaws as amended
to date and we have reviewed the Plan. We have also examined copies of
resolutions certified by the Secretary of the Company and adopted at: (i)
a meeting of the Board of Directors of the Company (the "Board") held on
February 7, 1994; and (ii) a meeting of the shareholders of the Company
held on May 7, 1994. We have also relied on a Certificate issued by the
Missouri Secretary of State and dated May 11, 1995, certifying as to the
incorporation of the Company and to the Company's good standing on that
date (the "Public Document"). We have assumed the genuineness of all
signatures and the authenticity of all items submitted to us as originals
and the conformity with the originals of all items submitted to us as
copies. In rendering our opinions set forth in Paragraph 1 below, we have
relied solely upon the information contained in the Public Document.
Based upon the foregoing, we are of the opinion that:
1. The Company has been duly incorporated and is validly existing as a
corporation in good standing under the laws of the State of
Missouri.
2. The Shares to be issued pursuant to the Plan are duly and validly
authorized.
3. When the Shares are issued by the Company in accordance with the
provisions of the Plan, such Shares will be duly and validly issued,
fully paid and nonassessable.
We hereby consent to the use of this opinion as Exhibit 5 of the above-
mentioned Registration Statement.
PEPER, MARTIN, JENSEN, MAICHEL and HETLAGE
EXHIBIT 23.1
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the Baldor Electric Company 1994 Incentive Stock
Plan of our report dated February 3, 1995 with respect to the consolidated
financial statements of Baldor Electric Company and affiliates
incorporated by reference in its Annual Report (Form 10-K) for the year
ended December 31, 1994 and the related financial statement schedules
included therein, filed with the Securities and Exchange Commission.
St. Louis, Missouri
May 8, 1995
