As filed with the Securities and Exchange Commission on April 17, 2002.
Registration No. 333-
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 incorporation or organization) |
(I.R.S. Employer Identification No.) |
1835 Dueber Avenue, S.W., Canton, Ohio 44706-2798
(Address of principal executive offices including zip code)
LONG-TERM INCENTIVE PLAN
(As Amended and Restated as of January 30, 2002)
(Full title of the plan)
William R. Burkhart
Senior Vice President and 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
| 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 | ||||
| Common Shares, without par value |
2,900,000 shares | $24.75(2) | $71,775,000.00(2) | $6,603.30 | ||||
| (1) | Pursuant to Rule 416(c) under the Securities Act of 1933, this registration statement also covers such additional Common Shares as may become issuable pursuant to the anti-dilution provisions of the Registrant’s Long-Term Incentive Plan (As Amended and Restated as of January 30, 2002) (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 April 11, 2002. |
| Item 8. Exhibits. | ||||||||
| SIGNATURES | ||||||||
| EXHIBIT INDEX | ||||||||
| EX-4(c) | ||||||||
| EX-5 | ||||||||
| EX-23(a) | ||||||||
| EX-24 | ||||||||
Pursuant to General Instruction E to Form S-8, the contents of Registration Statement No. 333-02553 on Form S-8 as filed by the Registrant with the Securities and Exchange Commission on April 16, 1996 and Registration Statement No. 333-35154 as filed by the Registrant with the Securities and Exchange Commission on April 19, 2000 are incorporated herein by reference.
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) | The Timken Company Long-Term Incentive Plan (As Amended and Restated as of January 30, 2002) | ||
| 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 16th day of April, 2002.
| THE TIMKEN COMPANY | ||||
| By: | /s/ Gene E. Little | |||
| Gene E. Little Senior Vice President — Finance |
||||
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 | ||
| * W. R. Timken, Jr. |
Director and Chairman and Chief Executive Officer (Principal Executive Officer) |
April 16, 2002 | ||
| /s/ Gene E. Little Gene E. Little |
Senior Vice President - Finance (Principal Financial and Accounting Officer) |
April 16, 2002 | ||
| * Glenn A. Eisenberg |
Executive Vice President – Finance and Administration (Principal Financial and Accounting Officer) |
April 16, 2002 | ||
| * Stanley C. Gault |
Director | April 16, 2002 | ||
| * James W. Griffith |
Director | April 16, 2002 | ||
| * John A. Luke, Jr. |
Director | April 16, 2002 | ||
| * Robert W. Mahoney |
Director | April 16, 2002 | ||
| * Jay A. Precourt |
Director | April 16, 2002 | ||
| * John M. Timken, Jr. |
Director | April 16, 2002 | ||
| * Ward J. Timken |
Director | April 16, 2002 | ||
| * Ward J. Timken, Jr. |
Director | April 16, 2002 | ||
| * Joseph F. Toot, Jr. |
Director | April 16, 2002 | ||
| * Martin D. Walker |
Director | April 16, 2002 | ||
| * Jacqueline F. Woods |
Director | April 16, 2002 |
| * | 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 a power of attorney filed with the Securities and Exchange Commission as Exhibit 24 to this registration statement. |
| DATED: April 16, 2002 | By: | /s/ Gene E. Little | ||
| Gene E. Little, Attorney-in-Fact | ||||
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) | The Timken Company Long-Term Incentive Plan (As Amended and Restated as of January 30, 2002) | ||
| 5 | Opinion of Counsel | ||
| 23(a) | Consent of Independent Auditors | ||
| (b) | Consent of Counsel (included in Exhibit 5) | ||
| 24 | Power of Attorney |