File No. ____________________________
UNITED STATES
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 1994 INCENTIVE STOCK PLAN
(Full Title of the Plan)
R. S. BOREHAM, JR.
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 -- 2,000,000 (1)
Proposed Maximum Offering Price Per Share -- $21.875 (2)
Proposed Maximum Aggregate Offering Price -- $43,750,000 (2)
Amount of Registration Fee -- $12,906.25
(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 August 21, 1998, pursuant to
Rule 457(h)(1).
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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Item 3. Incorporation of Documents by Reference.
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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 January 3, 1998, 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 April 4, 1998, filed pursuant to Section 13(a)
of the Exchange Act;
2. the Company's Quarterly Report on Form 10-Q for the quarter
ended July 4, 1998, 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; and
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.
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Item 5. Interests of Named Experts and Counsel.
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A partner in the law firm of Blackwell Sanders Peper Martin LLP, 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 58,469
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 746 shares of
Common Stock of the Company. Another partner owns 556 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 3,333 shares.
Item 6. Indemnification of Directors and Officers.
Pursuant to Mo. Rev. Stat. '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.
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<PAGE>
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.
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Not applicable.
Item 8. Exhibits.
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See Exhibit Index.
Item 9. Undertakings.
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(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;
(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;
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<PAGE>
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
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.
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<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 August 27, 1998.
BALDOR ELECTRIC COMPANY
(Registrant)
By: /s/ R. S. Boreham, Jr.
---------------------------
R. S. Boreham, Jr.
Chairman
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.
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 )
- ---------------------- of Directors (Principal )
R. S. Boreham, Jr. Executive Officer )
)
)
/s/ R. L. Qualls Vice Chairman )
- ---------------- of the Board of Directors )
R.L. Qualls
)
)
/s/ John A. McFarland President and )
- --------------------- Director )
John A. McFarland )
)
/s/ Lloyd G. Davis Executive Vice President - )
- --------------------- Finance, Chief Financial )
Lloyd G. Davis Officer, Secretary and )
Treasurer (Principal )
Financial and Accounting )
Officer) )
)
)
/s/ Jefferson W. Asher, Jr. Director )
- --------------------------- )
Jefferson W. Asher, Jr. ) Aug. 27, 1998
)
)
/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 )
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EXHIBIT INDEX
Exhibit No. Description
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4(1) Articles Three, Five, Eight, and Nine of the
Company's Restated Articles of Incorporation
as Amended, filed as Exhibit 3(i) to the
Company's Form 10-Q for the quarter ended
July 4, 1998, and incorporated herein by
reference
4(2) Articles III, IV, V, VI, IX, X, and XII of
the Bylaws of the Company (as amended) dated
February 6, 1995, filed as Exhibit 3(ii) to
Form 10-K for the year ended December 31,
1994, and incorporated herein by reference
4(3) 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
originally filed as Exhibit 1 to Registrant's
Form 8-K Current Report, dated May 13, 1988,
and refiled AS Exhibit 4(i) to Form 10-K for
the year ended December 31, 1994, and
incorporated herein by reference
4(4) Amendment Number 1 to the Shareholders'
Rights Agreement dated February 5, 1996,
filed as Exhibit 2 to Registrant's Form 8-A/A
dated March 21, 1996, and incorporated herein
by reference
5(i) Opinion of Blackwell Sanders Peper Martin LLP
15 Omitted - inapplicable
23(i)(a) Consent of Ernst & Young LLP
23(i)(b) Consent of Blackwell Sanders Peper Martin LLP
(contained in Exhibit No. 5(i))
24 Power of Attorney (contained on pages II-5
through II-6)
* Numbers correspond to document numbers in Exhibit Table of Item 601 of
Regulation S-K.
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EXHIBIT 5(i)
(LETTERHEAD OF BLACKWELL SANDERS PEPER MARTIN LLP)
August 27, 1998
Baldor Electric Company
5711 R. S. Boreham Jr St
Fort Smith, Arkansas 72901
RE: Baldor Electric Company 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 2,000,000 shares (the "Shares") of Common Stock, $.10 per
share par value of the Company (the "Common Stock") and 2,000,000 Common Stock
Purchase Rights (the "Rights") accompanying and associated therewith, to be
issued under the Baldor Electric Company 1994 Incentive Stock Plan (the "Plan")
including all amendments thereto (the "Amended Plan"). We note that 1,000,000
shares of Common Stock and 1,000,000 Common Stock Purchase Rights were
previously authorized for issuance under the plan which number of shares of
Common Stock and Rights were increased to 2,000,000 each pursuant to the
operation of Section 8 of the Plan in connection with stock dividends declared
by the Board of Directors of the Company in 1995 and 1997.
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 26, 1998. We
have also reviewed the organizational documents of the Company, including the
Restated Articles of Incorporation as amended to date and the Bylaws as amended
to date and we have reviewed the Amended 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, February
7, 1994, February 5, 1996, February 3, 1997, and February 9, 1998; and (ii)
meetings of the shareholders of the Company held on May 7, 1994, May 3, 1997,
and May 2, 1998. We have
<PAGE>
Baldor Electric Company
August 27, 1998
Page 2
relied, as to these and other factual matters which affect our opinion, on the
two Certificates of the Secretary of the Company dated as of August 27, 1998. 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 Amended 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.
2. The Rights to be issued pursuant to the Amended 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.
/s/ BLACKWELL SANDERS PEPER MARTIN LLP
CAA
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 1994 Incentive Stock Plan of our
report dated February 3, 1998, 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 January 3, 1998, and the
related financial statement schedule included therein, filed with the Securities
and Exchange Commission.
/S/ Ernst & Young LLP
Little Rock, Arkansas
August 25, 1998
