<PAGE> 1
As filed with the Securities and Exchange Commission on December 28, 2000.
Registration No. 333-
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
----------
THE TIMKEN COMPANY
(Exact name of registrant as specified in its charter)
Ohio 34-0577130
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1835 Dueber Avenue, S.W., Canton, Ohio 44706-2798
(Address of principal executive offices including zip code)
VOLUNTARY INVESTMENT PENSION PLAN FOR HOURLY
EMPLOYEES OF THE TIMKEN COMPANY
(Full title of the plan)
Scott A. Scherff
Corporate Secretary and Assistant General Counsel
1835 Dueber Avenue, S.W.
Canton, Ohio 44706-2798
(Name and address of agent for service)
(330) 438-3000
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------
Title of Proposed Proposed
Securities Amount Maximum Maximum Amount of
to be to be Offering Price Aggregate Registration
Registered(1) Registered Per Share Offering Price Fee
--------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Shares,
without par value 350,000 shares $14.41(2) $5,043,500(2) $1260.88
--------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests
to be offered pursuant to the Voluntary Investment Pension Plan for
Hourly Employees of The Timken Company (the "Plan").
(2) Pursuant to Rule 457(h) under the Securities Act of 1933, this estimate
is made solely for the purpose of calculating the amount of the
registration fee and is based on the average of the high and low prices
of the Common Shares of the Registrant on the New York Stock Exchange
on December 22, 2000.
<PAGE> 2
Pursuant to General Instruction E to Form S-8, the contents of the
registration statement on Form S-8 (Registration No. 333-66905) as filed with
the Securities and Exchange Commission on November 6, 1998 to register the
Common Shares, without par value, of the Registrant to be issued under the Plan
are hereby incorporated by reference. This registration statement on Form S-8 is
filed for the purpose of registering an additional 350,000 Common Shares of the
Registrant under the Plan.
ITEM 8. EXHIBITS.
The following Exhibits are being filed as part of this
Registration Statement:
4(a) Amended Articles of Incorporation of the Registrant
(filed as Exhibit 4(a) to the Registrant's
Registration Statement No. 333-02553 on Form S-8 and
incorporated herein by reference)
(b) Amended Code of Regulations of the Registrant (filed
as Exhibit 3.1 to the Registrant's Annual Report on
Form 10-K for the fiscal year ended December 31,
1992, and incorporated herein by reference)
(c) Voluntary Investment Pension Plan for Hourly
Employees of The Timken Company
5 Opinion of Counsel
23(a) Consent of Independent Auditors
(b) Consent of Counsel (included in Exhibit 5)
24 Power of Attorney
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 this registration statement 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 Canton, State of
Ohio, on this 28th day of December 2000.
THE TIMKEN COMPANY
By: /s/ GENE E. LITTLE
----------------------------
Gene E. Little
Senior Vice President - Finance
<PAGE> 3
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.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
*
-------------------------------------- Director and Chairman and Chief December 20, 2000
W.R. Timken, Jr. Executive Officer (Principal
Executive Officer)
*
-------------------------------------- Senior Vice President - Finance December 20, 2000
Gene E. Little (Principal Financial and Accounting
Officer)
*
-------------------------------------- Director December 20, 2000
Stanley C. Gault
*
-------------------------------------- Director December 20, 2000
James W. Griffith
*
-------------------------------------- Director December 20, 2000
J. Clayburn LaForce, Jr.
*
-------------------------------------- Director December 20, 2000
John A. Luke, Jr.
*
-------------------------------------- Director December 20, 2000
Robert W. Mahoney
*
-------------------------------------- Director December 20, 2000
Jay A. Precourt
*
-------------------------------------- Director December 20, 2000
John M. Timken, Jr.
*
-------------------------------------- Director December 20, 2000
Ward J. Timken
*
-------------------------------------- Director December 20, 2000
Joseph F. Toot, Jr.
*
-------------------------------------- Director December 20, 2000
Martin D. Walker
*
-------------------------------------- Director December 20, 2000
Jacqueline F. Woods
</TABLE>
* This registration statement has been signed on behalf of the above-named
directors and officers of the Registrant by Gene E. Little, Senior Vice
President - Finance of the Registrant, as attorney-in-fact pursuant to
<PAGE> 4
a power of attorney filed with the Securities and Exchange Commission as
Exhibit 24 to this registration statement.
DATED: December 28, 2000 By: /s/ GENE E. LITTLE
_____________________________
Gene E. Little, Attorney-in-Fact
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 Canton, State of
Ohio, on this 28th day of December 2000.
VOLUNTARY INVESTMENT PENSION PLAN FOR
HOURLY EMPLOYEES OF THE TIMKEN COMPANY
By: /s/ GENE E. LITTLE
-----------------------------------
Gene E. Little
Senior Vice President - Finance
<PAGE> 5
EXHIBIT INDEX
The following Exhibits are being filed as part of this
Registration Statement:
4(a) Amended Articles of Incorporation of the Registrant
(filed as Exhibit 4(a) to the Registrant's
Registration Statement No. 333-02553 on Form S-8 and
incorporated herein by reference)
(b) Amended Code of Regulations of the Registrant (filed
as Exhibit 3.1 to the Registrant's Annual Report on
Form 10-K for the fiscal year ended December 31,
1992, and incorporated herein by reference)
(c) Voluntary Investment Pension Plan for Hourly
Employees of The Timken Company
5 Opinion of Counsel
23(a) Consent of Independent Auditors
(b) Consent of Counsel (included in Exhibit 5)
24 Power of Attorney
