AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 7, 1997
File No. 33-____________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
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Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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BALDOR ELECTRIC COMPANY
(Exact name of registrant as specified in its charter)
MISSOURI 43-0168840
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
5711 R.S. BOREHAM, JR ST, FORT SMITH, ARKANSAS 72908
(Address of Principal Executive Offices) (Zip Code)
BALDOR ELECTRIC COMPANY
1996 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
(Full Title of the Plan)
R. L. QUALLS
5711 R.S. BOREHAM, JR ST, FORT SMITH, ARKANSAS 72908
(Name and Address of Agent for Service)
(501) 646-4711
(Telephone Number, including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
Title of Securities to be Registered -- Common Stock, ($0.10 par
value) and associated Common Stock Purchase Rights
Amount to be Registered -- 150,000 (1)
Proposed Maximum Offering Price Per Share -- $31.1875 (2)
Proposed Maximum Aggregate Offering Price -- $4,678,125 (2)
Amount of Registration Fee -- $1,518 (3)
(1) Plus such additional shares and associated Common Stock Purchase
Rights 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 maximum
offering price per share is based upon the average of the high
and low sale prices of the Common Stock as reported in The Wall
Street Journal for the "New York Stock Exchange -- Composite
Transactions" for July 31, 1997, pursuant to Rule 457(h)(1).
(3) Includes a minimum registration fee of $100 for the Common Stock
Purchase Rights.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange
Commission (the "Commission") are incorporated herein by reference:
(a) The Annual Report of Baldor Electric Company (the "Company")
on Form 10-K for the year ended December 28, 1996, filed
pursuant to Section 13(a) of the Securities Exchange Act of
1934, as amended (the "Exchange Act").
(b) 1. The Company's Quarterly Report on Form 10-Q for the quarter
ended March 29, 1997, filed pursuant to Section 13(a) of
the Exchange Act.
2. The Company's Current Report on Form 8-K dated April 18,
1997, filed pursuant to Section 13(a) of the Exchange Act.
(c) 1. The description of the Company's Common Stock, $.10 par
value, 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.
2. The description of the Company's Common Stock Purchase
Rights, as contained in the Registration Statement on Form
8-A filed pursuant to Section 12 of the Exchange Act on May
16, 1988, as amended by the Company's Form 8-A/A dated
March 21, 1996, for the purpose of updating such
description.
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. Any statement 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 other subsequently filed document which
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.
<PAGE> II-1
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 44,217 shares of
Common Stock of the Company. The attorney who is the co-trustee
disclaims beneficial ownership of these shares.
One partner in the aforementioned law firm beneficially owns 560
shares of Common Stock of the Company. Another partner owns 409
shares.
Two attorneys who are of counsel to the aforementioned law firm are
the trustees and one of the attorneys is the beneficiary of a trust
which owns 2,500 shares.
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
<PAGE> II-2
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.
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.
Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the
total dollar value of securities offered would not
exceed that which was registered) and any deviation
from the low or high end of the estimated maximum
offering range may be reflected in the form of
prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than a 20% change
in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the
effective registration statement;
<PAGE> II-3
(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 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 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.
(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> II-4
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 August 4, 1997.
BALDOR ELECTRIC COMPANY
(Registrant)
By: /s/ R. L. Qualls
R. L. Qualls
Vice Chairman & 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. and R. L.
Qualls 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
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 )
)
)
/s/ R. L. Qualls Vice Chairman )
R.L. Qualls of the Board of Directors, )
Chief Executive Officer )
and Director (Principal )
Executive Officer) )
)
)
/s/ Lloyd G. Davis Executive Vice President - )
Lloyd G. Davis Finance, Chief Financial )
Officer, Secretary and )
Treasurer (Principal )
Financial and Accounting )
Officer) )
)
)
/s/ Jefferson W. Asher, Jr. Director )
Jefferson W. Asher, Jr. ) Aug. 4, 1997
)
)
/s/ Fred C. Ballman Director )
Fred C. Ballman )
)
)
/s/ O. A. Baumann Director )
O. A. Baumann )
)
)
/s/ John A. McFarland President and Director )
John A. McFarland )
)
)
/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
EXHIBIT INDEX
Exhibit No. Description
4 Omitted - Inapplicable
5(i) Opinion of Peper, Martin, Jensen, Maichel and
Hetlage as to legality of securities, including
its consent
15 Omitted - Inapplicable
23(i)(a) Consent of Ernst & Young LLP
23(i)(b) Consent of Peper, Martin, Jensen, Maichel and
Hetlage as to legality of securities (contained in
Exhibit No. 5(i))
24 Power of Attorney (see Signature Page)
* Numbers correspond to document numbers in Exhibit Table of Item 601
of Regulation S-K.
<PAGE> II-7
EXHIBIT 5(i)
(LETTERHEAD OF PEPER, MARTIN, JENSEN, MAICHEL and HETLAGE)
August 6, 1997
Baldor Electric Company
5711 R. S. Boreham Jr St
Fort Smith, Arkansas 72901
RE: Baldor Electric Company 1996 Stock Option Plan for Non-Employee
Directors
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 150,000 shares of Common Stock,
$.10 per share par value of the Company (the "Shares") and 150,000
Common Stock Purchase Rights (the "Rights") accompanying and
associated therewith, to be issued under the Baldor Electric Company
1996 Stock Option Plan for Non-Employee Directors (the "Plan").
A Registration Statement on Form S-8 (the "Registration Statement")
with respect to the Shares and the Rights is being filed concurrently
herewith with the Securities and Exchange Commission.
As counsel, we have reviewed the Good Standing Certificate with
respect to the Company issued by the Secretary of State of Missouri
dated August 6, 1997. We have also 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 Rights Agreement dated as of May 6, 1988, by and between
the Company and Wachovia Bank of North Carolina, N.A. (formerly
Wachovia Bank and Trust Company, N. A.) ("Wachovia"), as Rights Agent,
as amended by Amendment No. 1 thereto by and among the Company and
Wachovia and dated as of February 5, 1996. 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, and February 5, 1996; and (ii) a meeting of the
shareholders of the Company held on May 4, 1996. We have relied, as
to these and other factual matters which affect our opinion, on the
Certificate of the Secretary of the Company dated as of July 29, 1997.
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.
Based upon the foregoing, we are of the opinion that:
1. The Shares to be issued pursuant to the Plan are duly and validly
authorized, and when such Shares have been issued and paid for in
accordance with the Plan, such Shares will be validly issued,
fully paid and nonassessable.
<PAGE>
Baldor Electric Company
August 6, 1997
Page 2
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(i) of the
above-mentioned Registration Statement.
PEPER, MARTIN, JENSEN, MAICHEL and HETLAGE
CAA/DMG
<PAGE>
EXHIBIT 23(i)(a)
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration
Statement (Form S-8) pertaining to the Baldor Electric Company 1996
Stock Option Plan for Non-Employee Directors of our report dated
January 31, 1997, 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
28, 1996, and the related financial statement schedule included
therein, filed with the Securities and Exchange Commission.
/S/ Ernst & Young LLP
Little Rock, Arkansas
August 6, 1997
<PAGE>
