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As filed with the Securities and Exchange Commission on May 1, 1998 -
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
TENNANT COMPANY
(Exact name of registrant as specified in its charter)
MINNESOTA 41-0572550
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
701 NORTH LILAC DRIVE, P.O. BOX 1452, MINNEAPOLIS, MINNESOTA 55440
(Address of Principal Executive Offices) (Zip Code)
CASTEX INCORPORATED EMPLOYEES' RETIREMENT SAVINGS PLAN
(Full Title of the Plan)
ROGER L. HALE, CHAIRMAN AND CHIEF EXECUTIVE OFFICER
701 NORTH LILAC DRIVE, P.O. BOX 1452, MINNEAPOLIS, MINNESOTA 55440
(Name and address of agent for service)
(612) 540-1200
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
TITLE OF MAXIMUM MAXIMUM
SECURITIES TO BE AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
REGISTERED REGISTERED(1) PER SHARE(2) OFFERING PRICE(2) REGISTRATION FEE
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<S> <C> <C> <C> <C>
Common Stock,
Par Value $.375 per
share 50,000 shares $41.63 $2,081,500 $615.00
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(1) 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.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rules 457(c) and (h)(1) under the Securities Act of 1933, as
amended, and based on the average high and low sales prices per share of
the registrant's Common Stock on April 28, 1998, as reported on the NASDAQ
National Market System.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents previously filed (File No. 0-4804) with the
Securities and Exchange Commission (the "Commission") pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), are, as of their
respective dates, incorporated by reference in this Registration Statement:
(a) The latest Annual Report on Form 10-K of Tennant Company (the
"Company") for the fiscal year ended December 31, 1997 (which incorporates by
reference certain portions of the Company's 1997 Annual Report to Shareholders
including financial statements and accompanying information, and certain
portions of the Company's definitive proxy statement for the Company 1998 Annual
Meeting of Shareholders).
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act, since the end of the fiscal year covered by the Annual Report on
Form 10-K referred to in (a) above.
(c) The description of the Company's Common Stock contained in a
registration statement filed pursuant to the Exchange Act, together with any
amendment or report filed for the purpose of updating such description.
In addition, all documents filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, subsequent to the date of this
Registration Statement and 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 in, and to be a part of, this Registration Statement
from the date of the filing of such reports and documents.
Any statement contained in a document incorporated, or deemed to be
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 that is
incorporated 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.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Bruce Borgerding, Deputy General Counsel and Corporate Secretary of
the Company, beneficially owns more than $50,000 of Tennant Common Stock.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article VI of the Company's Restated By-Laws provides that the Company
shall indemnify its directors and officers to the full extent required by
Minnesota Statutes, Section 302A.521, or by other provisions of law. Section
302A.521 requires the Company to indemnify a person made or threatened to be
made a party to a proceeding by reason of the former or present official
capacity of the person with respect to the Company against judgments, penalties,
fines (including, without limitation, excise taxes assessed against the person
with respect to an employee benefit plan), settlements and reasonable expenses,
including attorneys' fees and disbursements, incurred by such person in
connection with the proceeding, if certain criteria are met. These criteria,
all of which must be met by the person seeking indemnification, are: (a) such
person has not been indemnified by another organization for the same judgments,
penalties, fines, settlements, and expenses; (b) such person must have acted in
good faith; (c) no improper personal benefit was obtained by such person and, if
applicable, certain statutory conflict of interest provisions have been
satisfied; (d) in the case of a criminal proceeding, such person had no
reasonable cause to believe that the conduct was
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unlawful; and (e) such person acted in a manner he or she reasonably believed
was in the best interests of the corporation or, in certain limited
circumstances, not opposed to the best interests of the corporation. The
determination as to eligibility for indemnification is made by the members of
the corporation's board of directors, or a committee thereof, who are at the
time not parties to the proceedings under consideration, by special legal
counsel, by the shareholders who are not parties to the proceedings or by a
court.
Article VIII of the Company's Restated Articles of Incorporation
provides that no director shall be personally liable to the Company or its
shareholders for monetary damages for breach of fiduciary duty as director,
except: (i) any breach of the director's duty of loyalty to the Company or its
shareholders; (ii) acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law; (iii) dividends, stock
repurchases and other distributions made in violation of Minnesota law or for
violations of the Minnesota securities laws; (iv) any transaction from which the
director derived an improper personal benefit; or (v) any act or omission
occurring prior to the effective date of the provision in the Company's Restated
Articles of Incorporation limiting such liability. This Article does not affect
the availability of equitable remedies, such as an action to enjoin or rescind a
transaction involving a breach of fiduciary duty, although, as a practical
matter, equitable relief may not be available. Nor does this Article limit the
liability of directors for violations of, or relieve them from the necessity of
complying with, the federal securities laws.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
Item 8. EXHIBITS
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EXHIBIT DESCRIPTION
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4.1 Restated Articles of Incorporation of the Company, as amended
(incorporated by reference to Exhibit 3(i) to the Company's Quarterly
Report on Form 10-Q for the period ended June 30, 1995).
4.2 Restated By-Laws of the Company (incorporated by reference to Exhibit
4.2 to the Company's Registration Statement on Form S-8, Registration
No. 33-59054, dated March 2, 1993).
4.3 Rights Agreement, dated as of November 19, 1996, between the Company
and Norwest Bank Minnesota, National Association (incorporated by
reference to Exhibit 1 to the Company's Current Report on Form 8-K
dated November 19, 1996).
5 Opinion of Bruce J. Borgerding, Deputy General Counsel and Corporate
Secretary.
23.1 Consent of Bruce J. Borgerding (included in Exhibit 5).
23.2 Consent of KPMG Peat Marwick LLP.
24 Powers of Attorney (included on signature page hereto).
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Item 9. UNDERTAKINGS
The Company 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;
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(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 (1)(i) and (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 Company 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.
The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Company'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.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers, and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise, the
Company 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 Company of expenses
incurred or paid by a director, officer, or controlling person of the Company 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 Company 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.
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Act of 1933,
the Plan has duly caused this Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Holland, State of
Michigan, on April 28, 1998.
CASTEX INCORPORATED
EMPLOYEES' RETIREMENT SAVINGS PLAN
By /s/ Thomas Vander Bie
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Thomas Vander Bie
Its President
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The Registrant. Pursuant to the requirements of the Securities Act of
1933, the Company 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 Minneapolis, State of Minnesota, on April 29,
1998.
TENNANT COMPANY
By /s/ Bruce J. Borgerding
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Bruce J. Borgerding
Its Deputy General Counsel and Corporate
Secretary
POWER OF ATTORNEY
The undersigned director and/or officer of Tennant Company, a
Minnesota corporation, does hereby make, constitute and appoint Roger L. Hale,
Janet M. Dolan, and Bruce J. Borgerding, and each or any one of them, as his or
her true and lawful attorney-in-fact and agent, with power of substitution, for
him or her and in his or her 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 and any other regulatory authority, granting unto said
attorney-in-fact and agent, full power and authority to do and perform each and
every act and thing required and necessary to be done in and about the premises,
as fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent, or his
or her substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below on April 7, 1998, by the following
persons in the capacities and on the date indicated.
/s/ Roger L. Hale /s/ John T. Pain
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Roger L. Hale, Chairman, Chief John T. Pain, Corporate Controller
Executive Officer, and Director (Principal Accounting Officer)
(Principal Executive Officer)
/s/ Richard A. Snyder /s/ Arthur D. Collins, Jr.
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Richard A. Snyder, Vice President, Arthur D. Collins, Jr., Director
Treasurer, and Chief Financial
Officer (Principal Financial Officer)
/s/ David C. Cox /s/ Andrew P. Czajkowski
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David C. Cox, Director Andrew P. Czajkowski, Director
/s/ William A. Hodder /s/ Delbert W. Johnson
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William A. Hodder, Director Delbert W. Johnson, Director
/s/ William I. Miller /s/ Edwin L. Russell
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William I. Miller, Director Edwin L. Russell, Director
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EXHIBIT INDEX
The following exhibits are filed as a part of the Registration
Statement:
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EXHIBIT DESCRIPTION
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4.1 Restated Articles of Incorporation of the Company, as
amended (incorporated by reference to Exhibit 3(i) to
the Company's Quarterly Report on Form 10-Q for the
period ended June 30, 1995). . . . . . . . . . . . . . . . . . . . . . . . . . . . . Incorporated by Reference
4.2 Restated By-Laws of the Company (incorporated by
reference to Exhibit 4.2 to the Company's Registration
Statement on Form S-8, Registration No. 33-59054,
dated March 2, 1993). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Incorporated by Reference
4.3 Rights Agreement, dated as of November 19, 1996,
between the Company and Norwest Bank Minnesota,
National Association (incorporated by reference to Exhibit
1 to the Company's Current Report on Form 8-K dated
November 19, 1996) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Incorporated by Reference
5 Opinion of Bruce J. Borgerding, Deputy General Counsel
and Corporate Secretary. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Filed Electronically
23.1 Consent of Bruce J. Borgerding (included in Exhibit 5).
23.2 Consent of KPMG Peat Marwick LLP . . . . . . . . . . . . . . . . . . . . . . . . . . Filed Electronically
24 Power of Attorney (included on the signature page hereto).
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EXHIBIT 5
April 29, 1998
Tennant Company
701 North Lilac Drive
P.O. Box 1452
Minneapolis, MN 55440
RE: REGISTRATION STATEMENT ON FORM S-8 RELATING TO THE CASTEX
INCORPORATED EMPLOYEES' RETIREMENT SAVINGS PLAN
Ladies and Gentlemen:
In connection with the Registration Statement on Form S-8 under the
Securities Act of 1933, as amended (the "Registration Statement"), relating to
the offering of up to 50,000 shares of Common Stock, par value $.375 per share
(the "Shares"), of Tennant Company, a Minnesota corporation (the "Company"),
pursuant to the Castex Incorporated Employees' Retirement Savings Plan, I have
examined such corporate records and other documents, including the Registration
Statement, and have reviewed such matters of law as I have deemed relevant
hereto, and, based upon this examination and review, it is my opinion that all
necessary corporate action on the part of the Company has been taken to
authorize the issuance and sale of the Shares and that, when issued and sold as
contemplated in the Registration Statement, the Shares will be legally issued,
fully paid, and nonassessable under the current laws of the state of Minnesota.
I am admitted to the practice of law in the state of Minnesota and the
foregoing opinions are limited to the laws of that state and the federal laws of
the United States of America.
I consent to the filing of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
/s/ Bruce J. Borgerding
Bruce J. Borgerding
Deputy General Counsel and
Corporate Secretary
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EXHIBIT 23.2
[LETTERHEAD OF KPMG PEAT MARWICK LLP]
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Tennant Company:
We consent to the use of our reports and incorporated herein by reference.
/s/ KPMG PEAT MARWICK LLP
MINNEAPOLIS, MINNESOTA
MAY 1, 1998
