As filed with the Securities and Exchange Commission on November 17, 2003
Registration No. __________________
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
PARK-OHIO HOLDINGS CORP.
(Exact Name of Registrant as Specified in Its Charter)
Ohio 34-1867219
(State or Other Jurisdiction (I.R.S. Employer Identification No.)
of Incorporation or Organization)
23000 Euclid Avenue, Cleveland, Ohio 44117
(Address of Principal Executive Offices Including Zip Code)
Park-Ohio Holdings Corp. Amended and Restated 1998 Long-Term Incentive Plan
(Full Title of the Plan)
Robert D. Vilsack
Secretary and General Counsel
Park-Ohio Holdings Corp.
23000 Euclid Avenue
Cleveland, Ohio 44117
(Name and Address of Agent For Service)
(216) 692-7200
(Telephone Number, Including Area Code, of Agent For Service)
CALCULATION OF REGISTRATION FEE
=================================================================================================
Proposed Proposed
Title of each class maximum maximum
Of securities to Amount to offering aggregate Amount of
be registered be registered(1) price per share (2) offering price (2) registration
fee (2)
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Common Stock,
$1.00 par
value per share 1,100,000 $7.39 $8,129,000 $657.64
=================================================================================================
(1) Pursuant to Rule 416 of the Securities Act of 1933, this registration
statement also covers such additional common stock, $1.00 par value per
share, as may become issuable pursuant to the adjustments upon changes of
capitalization provisions of the Park-Ohio Holdings Corp. Amended and
Restated 1998 Long-Term Incentive Plan.
(2) Estimated solely for calculating the amount of the registration fee,
pursuant to paragraphs (c) and (h) of Rule 457 of the General Rules and
Regulations under the Securities Act, on the basis of the average of the
high and low sale prices of such securities on the Nasdaq National Market
on November 12, 2003, within five business days prior to filing.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
The contents of the registration statement on Form S-8 (Registration
No. 333-58161), as filed with the Securities and Exchange Commission on
June 30, 1998 to register shares of common stock, par value $1.00 per share
(the "Common Stock"), of Park-Ohio Holdings Corp., an Ohio corporation, to
be issued under the Park-Ohio Holdings Corp. Amended and Restated 1998
Long-Term Incentive Plan (the "Plan"), are hereby incorporated by
reference. This registration statement on Form S-8 is filed for the purpose
of registering an additional 1,100,000 shares of Common Stock under the
Plan.
Item 8. Exhibits
Exhibit Number Exhibit Description
-------------- -------------------
4.1 Amended and Restated Articles of Incorporation of Park-Ohio
Holdings Corp. (incorporated by reference to Exhibit 3.1 to
the Form 10-K of Park-Ohio Holdings Corp. for the year ended
December 31, 1998 (File No. 000-03134))
4.2 Code of Regulations of Park-Ohio Holdings Corp. (incorporated
by reference to Exhibit 3.2 of the Form 10-K of Park-Ohio
Holdings Corp. for the year ended December 31, 1998 (File No.
000-03134)
4.4 Specimen Stock Certificate of Park-Ohio Holdings Corp.
(incorporated by reference to Exhibit 4.4 of the
Post-Effective Amendment No. 1 to the Registration Statement
of Park-Ohio Holdings Corp. on Form S-8 (Registration No.
333-28407) filed on June 16, 1998)
5 Opinion of Counsel
10 Park-Ohio Holdings Corp. Amended and Restated 1998 Long-Term
Incentive Plan (incorporated by reference to Appendix A to
the Definitive Proxy Statement of Park-Ohio Holdings Corp.
(File No. 000-03134) filed on April 23, 2001)
23.1 Consent of Ernst & Young LLP
23.2 Consent of Counsel (contained in opinion filed as 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 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 Cleveland, State of Ohio, on this 17th day of
November, 2003.
Park-Ohio Holdings Corp.
By: /s/ Robert D. Vilsack
--------------------------------------
Robert D. Vilsack
Secretary and General Counsel
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.
* *
-------------------------------------------- --------------------------------------------
Edward F. Crawford Richard P. Elliott
Chief Executive Officer, Vice President and Chief Financial Officer
Chairman of the Board and Director (Principal Financial and Accounting Officer)
(Principal Executive Officer)
* *
-------------------------------------------- ----------------------------------------------
Matthew V. Crawford James W. Wert
President and Director Director
* *
-------------------------------------------- ----------------------------------------------
Ronna Romney Kevin R. Greene
Director Director
* *
-------------------------------------------- ----------------------------------------------
Lewis E. Hatch, Jr. Lawrence O. Selhorst
Director Director
*
--------------------------------------------
Dan T. Moore III
Director
* Robert D. Vilsack, the undersigned attorney-in-fact, by signing his name
hereto, does hereby sign and execute this Registration Statement on behalf of
the above indicated officers and
directors thereof (constituting a majority of the directors) pursuant to a power
of attorney filed with the Securities and Exchange Commission.
November 17, 2003 By: /s/ Robert D. Vilsack
-----------------------
Robert D. Vilsack, Secretary
And General Counsel
EXHIBIT INDEX
Exhibit Number Exhibit Description
-------------- -------------------
4.1 Amended and Restated Articles of Incorporation of Park-Ohio
Holdings Corp. (incorporated by reference to Exhibit 3.1 to
the Form 10-K of Park-Ohio Holdings Corp. for the year ended
December 31, 1998 (File No. 000-03134))
4.2 Code of Regulations of Park-Ohio Holdings Corp.
(incorporated by reference to Exhibit 3.2 of the Form 10-K of
Park-Ohio Holdings Corp. for the year ended December 31, 1998
(File No. 000-03134)
4.4 Specimen Stock Certificate of Park-Ohio Holdings Corp.
(incorporated by reference to Exhibit 4.4 of the
Post-Effective Amendment No. 1 to the Registration Statement
of Park-Ohio Holdings Corp. on Form S-8 (Registration No.
333-28407) filed on June 16, 1998)
5 Opinion of Counsel
10 Park-Ohio Holdings Corp. Amended and Restated 1998 Long-Term
Incentive Plan (incorporated by reference to Appendix A to
the Definitive Proxy Statement of Park-Ohio Holdings Corp.
(File No. 000-03134) filed on April 23, 2001)
23.1 Consent of Ernst & Young LLP
23.2 Consent of Counsel (contained in opinion filed as Exhibit 5)
24 Power of Attorney