AS FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION ON JUNE 30, 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 43-1068840
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
5711 R.S. Boreham Jr St
Fort Smith, Arkansas 72901
(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 $ (3) $ (3) $100.00(4)
Purchase Rights(1) Rights(2)
(1) The Common Stock Purchase Rights (the "Rights") being registered on
this Form S-8 accompany and are associated with the 1,000,000 shares (the
"Shares") of common stock, $.10 par value per share, of Baldor Electric
Company, available for issuance pursuant to awards made under the Baldor
Electric Company 1994 Incentive Stock Plan. The Rights are issuable
pursuant to the Baldor Electric Company Shareholder Rights Plan. The
Shares were registered with the Securities and Exchange Commission on Form
S-8 (33-59281) on May 12, 1995.
(2) Plus such additional Rights as may be issued by reason of stock
splits, stock dividends, or similar transactions.
(3) No offering price is presently calculable with respect to the Rights
accompanying and associated with the Shares.
(4) No registration fee for the Rights can be calculated under Rule 457
of Regulation C promulgated under the Securities Act of 1933 (the
"Securities Act"). Accordingly, pursuant to Section 6(b) of the
Securities Act, the minimum registration fee is being paid to register the
Rights.
<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) (1) 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;
(2) The Company's Quarterly Report on Form 10-Q for the quarter
ended April 1, 1995, filed pursuant to Section 13 of the Exchange Act on
May 15, 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 Purchase
Rights, as contained in the Registration Statement on Form 8-A, filed with
the Commission pursuant to Section 12 of the Exchange Act on May 16, 1988,
including any amendment or report filed for the purpose of updating such
description.
Item 4. Description of Securities.
- ----------------------------------
Not applicable.
<PAGE> II-1
<PAGE>
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 29,734 shares of Common Stock of the
Company and associated Common Stock Purchase Rights. The attorney who is
the co-trustee disclaims beneficial ownership of these shares of Common
Stock and the Common Stock Purchase Rights accompanying and associated
therewith.
Two other attorneys in the same law firm beneficially own a total of
510 shares of Common Stock of the Company including the Common Stock
Purchase Rights accompanying and associated therewith.
Item 6. Indemnification of Directors and Officers.
- --------------------------------------------------
Pursuant to Mo. Rev. Stat. Section 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 351.355 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.
<PAGE> II-2
<PAGE>
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.
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.
<PAGE> II-3
<PAGE>
(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.
(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 June 29, 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 ) June 29, 1995
George A. Schock Director )
/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 LLP.
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.
28 Omitted -- Inapplicable.
*Numbers correspond to document numbers in Exhibit Table of Item 601 of
Regulation S-K.
<PAGE> II-7
June 29, 1995
Baldor Electric Company
5711 R.S. Boreham Jr. Street
Fort Smith, Arkansas 72901
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 Common Stock Purchase Rights (the "Rights")
accompanying and associated with 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 Rights is being filed
concurrently herewith with the Securities and Exchange Commission. We note
that the Company filed a Registration Statement on Form S-8 with respect to
the Shares on May 12, 1995 (Securities Act File No. 33-59281).
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 and the Rights Agreement dated as of May 6,
1988 by and between the Company and Wachovia Bank and Trust Company, N.A.,
as Rights Agent. We have also examined copies of resolutions certified by the
Secretary of the Company and adopted at: (i) meetings of the Board of Directors
of the Company held on May 6, 1988, February 7, 1994, and June 16, 1995; 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
dated June 29, 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 Rights to be issued pursuant to the Plan are duly and validly
authorized.
We hereby consent to the use of this opinion as Exhibit 5 of the
above-mentioned Registration Statement.
/s/ PEPER, MARTIN, JENSEN, MAICHEL AND HETLAGE
CAA
EXHIBIT 23.1
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the Common Stock Purchase Rights (the "Rights")
accompanying and associated with the 1,000,000 shares (the "Shares") of
common stock, $.10 par value per share, of Baldor Electric Company,
available for issuance pursuant to awards made under 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.
/s/ Ernst & Young LLP
St. Louis, Missouri
June 29, 1995
