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Registration No.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
TWIN DISC, INCORPORATED
(Exact name of issuer as specified in its charter)
Wisconsin 39-0667110
(State of other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
1328 Racine Street, Racine, Wisconsin 53403
(Address of Principal Executive Offices) (Zip Code)
Twin Disc, Incorporated, 2004 Stock Incentive Plan
(Full title of the plan)
Fred H. Timm, 1328 Racine Street, Racine, Wisconsin 53403
(Name and address of agent for service)
(262) 638-4000
(Telephone number, including area code, of agent for service)
Calculation of Registration Fee
Proposed Proposed
Title of Class Maximum Maximum
of Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered Share Price Fee
---------- ---------- ----- ----- ---
Common Stock 164,000 $_____ (1) $_________ (1) $________
(No par value) Shares
(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457, and based on the average of the high and low prices
of the Common Stock as of October 13, 2004.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
This registration statement pertains to 164,000 shares of the Common Stock, no
par value, of Twin Disc, Incorporated (the "Company"), pursuant to the Twin
Disc, Incorporated, 2004 Stock Incentive Plan (the "Plan"). Documents
containing the information specified in Part I of Form S-8 will be sent or
given to employees eligible to participate in the Plan by the Company as
specified by Rule 428(b)(1) of the Securities Act of 1933 (the "Securities
Act") (17 C.F.R. 230.428(b)(1)). Such documents are not required to be and are
not filed with the Securities and Exchange Commission (the "Commission") either
as part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424. These documents and the documents
incorporated by reference in this Registration Statement pursuant to Item 3 of
Part II of this Form S-8, taken together, constitute a prospectus that meets
the requirements of Section 10(a) of the Securities Act.
PART II
Item 3 - Incorporation of Documents by Reference
The following documents and all documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, prior to the filing of a post-effective amendment which indicates that
all securities offered have been sold or which deregisters securities then
remaining unsold, are hereby incorporated by reference from the date of filing
of such documents:
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1. The Company's Annual Report of Form 10-K for the year ended June 30, 2004.
2. The Auditor's Consent to incorporate the Company's financial reports
contained in the Annual Report on Form 10-K for the year ended June 30, 2004.
3. The Company's Form 8-K, filed October 15, 2004, announcing earnings for the
quarter ended September 30, 2004.
4. The Company's Form 8-K, filed October 15, 2004, announcing the Company's
decision to voluntarily delist from the New York Stock Exchange and to commence
trading on the NASDAQ National Market.
5. The description of the Company's Common Stock contained in Item 1 of the
Company's Registration Statement on Form 8-A, filed October 15, 2004, and any
amendments or reports filed for the purpose of updating such description.
6. The description of the Company's Preferred Stock Purchase Rights contained
in Item 1 of the Company's Registration Statement on Form 8-A, filed October
15, 2004, and any amendments or reports filed for the purpose of updating such
description.
Item 4 - Description of Securities
Not Applicable.
Item 5 - Interests of Named Experts and Counsel
None.
Item 6 - Indemnification of Directors and Officers
Certain provisions of the Wisconsin Business Corporation Law, Chapter 180 of
the Wisconsin Statutes ("WBCL"), provide that the Company will indemnify the
directors and officers of the Company and each subsidiary company against
liabilities and expenses incurred by such person by reason of the fact that
such person was serving in such capacity, subject to certain limitations and
conditions set forth in the WBCL. The Company's Bylaws also provide that the
Company will indemnify its directors and officers, and, at the Company's
request, will indemnify any person serving as a director or officer with
respect to serving or having served another business entity, to the extent
permitted by the WBCL.
It is the public policy of the State of Wisconsin, expressed in Section
180.0859 of the WBCL, to require or permit indemnification and allowance of
expenses for any liability incurred in connection with a proceeding involving
federal or state statutory or administrative regulation of the offer, sale or
purchase of securities, provided the applicable requirements for
indemnification and allowance of expenses are satisfied.
The Company has purchased liability insurance policies that indemnify the
Company's directors and officers against loss arising from claims by reason of
their legal liability for acts of such directors or officers, subject to
limitations and conditions as set forth in the policies.
Item 7 - Exemption From Registration Claimed
Not Applicable.
Item 8 - Exhibits
Exhibit Description
4a) Form of Rights Agreement dated as of April 17, 1998
by and between the Company and the Firstar Trust Company,
as Rights Agent, with Form of Rights Certificate
(Incorporated by reference to Exhibits 1 and 2 of the Company's
Form 8-A dated May 4, 1998, SEC File No. 001-07635).
b) Announcement of Shareholder Rights Plan per news
release dated April 17, 1998 (Incorporated by
reference to Exhibit 6(a), of the Company's
Form 10-Q dated May 4, 1998, SEC File No. 001-07635).
*5a) Opinion of von Briesen & Roper, s.c., regarding the validity
of original issuance securities
*23 Consent of Independent Accountants
24 Power of Attorney (included as part of the signature page
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of this Registration Statement)
*99 Twin Disc, Incorporated, 2004 Stock Incentive Plan.
* Filed herewith
Item 9 - Undertakings
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:
(a) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(b) 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 the 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 a 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 above; and
(c) 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 paragraph (a) and (b) shall 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 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 that remain unsold at the termination of
the offering.
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 that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to the
securities offered herein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
Insofar as any indemnification 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.
SIGNATURES
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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 Racine, State of Wisconsin, on October 15, 2004.
TWIN DISC, INCORPORATED
October 15, 2004 /s/ Michael E. Batten
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Michael E. Batten, Chairman,
Chief Executive Officer and Director
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
date indicated. Each person whose signature appears below hereby makes,
constitutes and appoints Michael E. Batten and Christopher J. Eperjesy, and
each of them singly, his true and lawful attorneys, with full power to sign for
such person and in such person's name and capacity indicated below, and with
full power of substitution any and all amendments to this Registration
Statement, and generally do all such things in our names and behalf as
directors to enable Twin Disc, Incorporated to comply with the provisions of
the Securities Act of 1933 and the Securities and Exchange Act of 1934 and all
requirements of the Securities and Exchange Commission, hereby ratifying and
confirming such person's signature as it may be signed by said attorneys to any
and all amendments.
October 15, 2004 /s/ Michael E. Batten
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Michael E. Batten, Chairman,
Chief Executive Officer and Director
October 15, 2004 Michael H. Joyce
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Michael H. Joyce, President,
Chief Operating Officer and Director
October 15, 2004 /s/ Christopher J. Eperjesy
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Christopher J. Eperjesy, Vice President - Finance,
Treasurer and Chief Financial Officer
October 15, 2004 /s/ Fred H. Timm
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Fred H. Timm, Vice President - Administration
Secretary and Chief Accounting Officer
October 15, 2004 /s/ David L. Swift
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David L. Swift, Director
October 15, 2004 /s/ John A. Mellowes
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John A. Mellowes, Director
October 15, 2004 /s/ George E. Wardeberg
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George E. Wardeberg, Director
October 15, 2004 /s/ David R. Zimmer
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David R. Zimmer, Director
October 15, 2004 /s/ David B. Rayburn
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David B. Rayburn, Director
October 15, 2004 /s/ Harold M. Stratton II
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Harold M. Stratton II, Director
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October 15, 2004 /s/ John H. Batten
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John H. Batten, Director
EXHIBIT INDEX
Exhibit Description Page No.
4a) Form of Rights Agreement dated as of April 17, 1998 N/A
by and between the Company and the Firstar Trust Company,
as Rights Agent, with Form of Rights Certificate
(Incorporated by reference to Exhibits 1 and 2 of the Company's
Form 8-A dated May 4, 1998, SEC File No. 001-07635).
c) Announcement of Shareholder Rights Plan per news N/A
release dated April 17, 1998
(Incorporated by reference to Exhibit 6(a), of the Company's
Form 10-Q dated May 4, 1998, SEC File No. 001-07635).
*5a) Opinion of von Briesen & Roper, s.c., regarding the validity ____
of original issuance securities
*23 Consent of Independent Accountants ____
24 Power of Attorney (included as part of the signature page ____
of this Registration Statement)
*99 Twin Disc, Incorporated, 2004 Stock Incentive Plan. ____
* Filed herewith