SIFCO Industries, Inc. S-8
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SIFCO Industries, Inc.
(Exact name of registrant as specified in its charter)
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| Ohio
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34-0553950 |
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| (State or other jurisdiction of incorporation or organization)
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(I.R.S. employer identification no.) |
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| 970 East 64th Street, Cleveland Ohio
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44103 |
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| (Address of principal executive offices)
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(Zip code) |
1995 STOCK OPTION PLAN
1998 LONG-TERM INCENTIVE PLAN
(Full title of the plans)
Frank A. Cappello
Vice President — Finance and
Chief Financial Officer
SIFCO Industries, Inc.
970 East 64th Street
Cleveland, Ohio 44103
(Name and address of agent for service)
(216) 881-8600
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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Amount of |
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Title of Securities |
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Amount to be |
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Offering Price |
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Aggregate |
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Registration |
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To be Registered |
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Registered (1) |
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Per Share (2) |
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Offering Price |
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Fee |
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Common Shares, $1 par value |
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1995 Stock Option Plan |
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108,000 |
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$ |
8.39 |
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$ |
906,120 |
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$28 |
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1998 Long-term Incentive Plan |
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113,500 |
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$ |
5.18 |
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587,930 |
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$18 |
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Includes an indeterminate number of additional shares that may be necessary to adjust
the number of shares reserved for issuance pursuant to the 1995 Stock Option Plan and the
1998 Long-Term Incentive Plan as the result of any future stock dividend, stock split or
similar adjustment to the outstanding common shares of the Company. |
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Estimated solely for the purpose of determining the registration fee pursuant to Rule
457, under the Securities Act of 1933, as amended. The calculation of the registration fee
is based upon the average of the exercise price of the stock options granted and
outstanding as of February 28, 2007. No further options may be granted under these two
plans. |
TABLE OF CONTENTS
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
As permitted by the rules of the Securities and Exchange Commission (the “Commission”), this
registration statement omits the information specified in Part I of Form S-8. The document
containing the information specified in Part I of this registration statement has been sent or
given to eligible employees as specified in Rule 428(b) promulgated under the Securities Act of
1933, as amended (the “Securities Act”). Such documents are not being filed with the Commission
either as part of this registration statement or as prospectuses or prospectus supplements pursuant
to Rule 424 of the Securities Act.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents previously filed with the Commission hereby are incorporated by reference
into this Registration Statement:
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The Registrant’s most recent Annual Report on Form 10-K for the fiscal year ended
September 30, 2006. |
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The Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended December
31, 2006. |
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The Registrant’s Current Report on Form 8-K as filed with the Commission on November
30, 2006. |
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The description of the Registrant’s common shares contained in the Registrant’s
registration statement on Form 8-C as filed pursuant to Section 12(b) of the Securities
Exchange Act of 1934, as amended, on May 7, 1969, including any amendment or report filed
for the purpose of updating such description. |
All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14, or 15(d)
of the Securities Exchange Act of 1934, as amended, after the date of this registration statement
and prior to the filing of a post-effective amendment to this registration statement which
indicated 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 this registration
statement and to be a part hereof from the date of filing of such 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 which also is 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. The Registrant’s file number with the Commission is 1-5978.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
Section 1701.13 of the Ohio General Corporation Law
Division (E) of Section 1701.13 of the Ohio Revised Code provides in regard to indemnification
of directors and officers as follows:
(1) A corporation may indemnify or agree to indemnify any person who was or is a party, or is
threatened to be made a party, to any pending, or completed action, suit, or proceeding, whether
civil, criminal, administrative, or investigative, other than an action by or in the right of the
corporation, by reason of the fact that he is or was a director, officer, employee, or agent of the
corporation, or is or was serving at the request of the corporation as a director, trustee,
officer, employee, member, manager, or agent of another corporation, domestic or foreign, nonprofit
or for profit, a limited liability company, or a partnership, joint venture, trust, or other
enterprise, against expenses, including attorney’s fees, judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such action, suit, or
proceeding, if he acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to any criminal action or
proceeding, if he had no reasonable cause to believe his conduct was
unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, or conviction,
or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption
that the person did not act in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to any criminal action or
proceeding, he had reasonable cause to believe that his conduct was unlawful.
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(2) A corporation may indemnify or agree to indemnify any person who was or is a party, or is
threatened to be made a party, to any pending, or completed action or suit by or in the right of
the corporation to procure a judgment in its favor, by reason of the fact that he is or was a
director, officer, employee, or agent of the corporation, or is or was serving at the request of
the corporation as a director, trustee, officer, employee, member, manager or agent of another
corporation, domestic or foreign, nonprofit or for profit, a limited liability company, or a
partnership, joint venture, trust, or other enterprise, against expenses, including attorney’s
fees, actually and reasonably incurred by him in connection with the defense or settlement of such
action or suit, if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the corporation, except that no
indemnification shall be made in respect of any of the following:
(a) Any claim, issue or matter as to which such person is adjudged to be liable for
negligence or misconduct in the performance of his duty to the corporation unless, and only to the
extent that, the court of common pleas or the court in which such action or suit was brought
determines, upon application, that, despite the adjudication of liability, but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to indemnity for such
expenses as the court of common pleas or such other court shall deem proper.
(b) Any action or suit in which the only liability asserted against a director is pursuant to
section 1701.95 of the Revised Code.
(3) To the extent that a director, trustee, officer, employee, member, manager, or agent has been
successful on the merits or otherwise in
defense of any action, suit or proceeding referred to in division (E) (1) or (2) of this section,
or in defense of any claim, issue, or matter therein, he shall be indemnified against expenses,
including attorney’s fees, actually and reasonably incurred by him in connection with the action,
suit, or proceeding.
(4) Any indemnification under division (E) (1) or (2) of this section, unless ordered by a court,
shall be made by the corporation only as authorized in the specific case, upon a determination that indemnification of the director,
trustee, officer, employee, member, manager, or agent is proper in the circumstances because he has
met the applicable standard of conduct set forth in division (E) (1) or (2) of this section. Such
determination shall be made as follows:
(a) By a majority vote of a quorum consisting of directors of the indemnifying corporation
who were not and are not parties to or threatened with the action, suit, or proceeding referred to
in division (E)(1) or (2) of this section;
(b) If the quorum described in division (E) (4) (a) of this section is not obtainable or if a
majority vote of a quorum of disinterested directors so directs, in a written opinion by
independent legal counsel other than an attorney, or a firm having associated with it an attorney,
who has been retained by or who has performed services for the corporation or any person to be
indemnified within the past five years;
(c) By the shareholders;
(d) By the court of common pleas or the court in which the action, suit, or proceeding
referred to in division (E) (1) or (2) of this section was brought.
Any determination made by the disinterested directors under division (E)(4)(a) or by independent
legal counsel under division (E)(4)(b) of this section shall be promptly communicated to the person
who threatened or brought the action or suit by or in the right of the corporation under division
(E)(2) of this section, and, within ten days after receipt of such notification, such person shall
have the right to petition the court of common pleas or the court in which such action or suit was
brought to review the reasonableness of such determination.
(5) (a) Unless at the time of a director’s act or omission that is the subject of an action, suit,
or proceeding referred to in division (E)(1) or (2) of this section, the articles or the regulations of a corporation state, by specific
reference to this division, that the provisions of this division do not apply to the corporation
and unless the only liability asserted against a director in an action, suit, or proceeding
referred to in division (E)(1) or (2) of this section is pursuant to section 1701.95 of the Revised
Code, expenses, including attorney’s fees, incurred by a director in defending the action, suit, or
proceeding shall be paid by the corporation as they are incurred, in advance of the final
disposition of the action, suit, or proceeding, upon receipt of an undertaking by or on behalf of
the director in which he agrees to do both of the following:
(i) Repay such amount if it is proved by clear and convincing evidence in a court of
competent jurisdiction that his action or failure to act involved an act or omission undertaken
with deliberate intent to cause injury to the corporation or undertaken with reckless disregard for
the best interests of the corporation;
(ii) Reasonably cooperate with the corporation concerning the action, suit, or proceeding.
(b) Expenses, including attorney’s fees, incurred by a director, trustee, officer, employee,
member, manager, or agent in defending any action, suit, or proceeding referred to in division
(E)(1) or (2) of this section, may be paid by the corporation as they are incurred, in advance of
the final disposition of the action, suit, or proceeding, as authorized by the directors in the
specific case, upon receipt of an undertaking by or on behalf of the director, trustee, officer,
employee, member, manager, or agent to repay such amount, if it ultimately is determined that he is
not entitled to be indemnified by the corporation.
(6) The indemnification authorized by this section shall not be exclusive of, and shall be in
addition to, any other rights granted to those
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seeking indemnification under the articles, the regulations, any agreement, a vote of shareholders
or disinterested directors, or otherwise, both as to action in their official capacities and as to
action in another capacity while holding their offices or position, and shall continue as to a
person who has ceased to be a director, trustee, officer, employee, member, manager or agent and
shall inure to the benefit of the heirs, executors, and administrators of such a person.
(7) A corporation may purchase and maintain insurance or furnish similar protection, including,
but not limited to, trust funds, letters of
credit, or self-insurance, on behalf of or for any person who is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request of the corporation as a
director, trustee, officer, employee, member, manager, or agent of another corporation, domestic or
foreign, nonprofit or for profit, a limited liability company, or a partnership, joint venture,
trust, or other enterprise, against any liability asserted against him and incurred by him in any
such capacity, or arising out of his status as such, whether or not the corporation would have the
power to indemnify him against such liability under this section. Insurance may be purchased from
or maintained with a person in which the corporation has a financial interest.
(8) The authority of a corporation to indemnify persons pursuant to division (E) (1) or (2) of
this section does not limit the payment of
expenses as they are incurred, indemnification, insurance, or other protection that may be provided
pursuant to divisions (E) (5), (6) and (7) of this section. Divisions (E)(1) and (2) of this
section do not create any obligation to repay or return payments made by the corporation pursuant
to division (E)(5), (6) or(7).
(9) As used in division (E) of this section, “corporation” includes all constituent entities
in a consolidation or merger and the new or surviving corporation, so that any person who is or was
a director, officer, employee, trustee, member, manager, or agent of such a constituent entity, or
is or was serving at the request of such constituent entity as a director, trustee, officer,
employee, member, manager, or agent of another corporation, domestic or foreign, nonprofit or for
profit, a limited liability company, or a partnership, joint venture, trust, or other enterprise,
shall stand in the same position under this section with respect to the new or surviving
corporation as he would if he had served the new or surviving corporation in the same capacity.
Article IX-A of the Registrant’s Amended and Restated Code of Regulations dated January 29, 2002
provides as follows:
(a) The Company shall indemnify any director or officer or any former director or officer
of the Company and any person who is serving or has served at the request of the Company as a
director, officer, or trustee of another corporation, joint venture, trust or other enterprise
against expenses, including attorneys’ fees, judgments, fines, and amounts paid in settlement
actually and reasonably incurred by him in connection with any threatened, pending, or completed
action, suit, or proceeding, whether civil, criminal, administrative or investigative, other than
an action by or in the right of the Company, to which he was, is, or is threatened to be made a
party by reason of the fact that he is or was such director, officer, or trustee, provided it is
determined in the manner set forth in paragraph (c) of this Article that he acted in good faith and
in a manner he reasonably believed to be in or not opposed to the best interests of the Company and
that, with respect to any criminal action or proceeding, he had no reasonable cause to believe his
conduct was unlawful.
(b) In the case of any threatened, pending or completed action or suit by or in the right
of the Company, the Company shall indemnify each person indicated in paragraph (a) of this Section
against expenses, including attorneys’ fees, actually and reasonably incurred in connection with
the defense or settlement thereof, provided it is determined in the manner set forth in paragraph
(c) of this Article that he acted in good faith and in a manner he reasonably believed to be in or
not opposed to the best interests of the Company except that no indemnification shall be made in
respect of any claim, issue, or matter as to which such person shall have been adjudged to be
liable for negligence or misconduct in the performance of his duty of the Company unless and only
to the extent that the court of common pleas or the court in which such action or suit was brought
shall determine upon application that, despite the adjudication of liability, but in view of all
circumstances of the case, such person is fairly and reasonably entitled to indemnity for such
expenses as the court of common pleas or such other court shall deem proper.
(c) The determinations referred to in paragraphs (a) and (b) of this Article shall be
made (i) by a majority vote of a quorum consisting of directors of the Company who were not and are
not parties to or threatened with any such action, suit or proceeding, or (ii) if such a quorum is
not obtainable or if a majority vote of a quorum of disinterested directors so directs, in a
written opinion by independent legal counsel other than an attorney, or a firm having associated
with it an attorney, who has been retained by or who has performed services for the Company, or any
person to be indemnified, within the past five years, or (iii) by the shareholders, or (iv) by the
court of common pleas or the court in which such action, suit or proceeding was brought.
(d) Expenses, including attorneys’ fees, incurred in defending any action, suit, or
proceeding referred to in paragraphs (a) and (b) of this Article, may be paid by the Company in
advance of the final disposition of such action, suit, or proceeding as authorized by the directors
in the specific case upon receipt of an undertaking by or on behalf of the director, officer, or
trustee to repay such amount, unless it shall ultimately be determined that he is entitled to be
indemnified by the Company as authorized in this Article.
(e) The indemnification provided by this Article shall not be deemed exclusive (i) of any
other rights to which those seeking indemnification may be entitled under the articles, the
regulations, any agreement, any insurance purchased by the Company, vote of shareholders or
disinterested directors, or otherwise, both as to action in his official capacity and as to action
in another capacity while holding such office, or of (ii) the power of the Company to indemnify any
person who is or was an employee or agent of the Company or of another corporation, joint venture,
trust or other enterprise which he is serving or has served at the request of the Company, to the
same extent and in the same situations and subject to the same determinations as are hereinabove
set forth with respect to a director, officer or trustee. As used in this paragraph (e) references
to the “Company” include all constituent corporations in a consolidation or merger in which the
Company or a predecessor to the Company by consolidation or merger was involved. The
indemnification provided by this Article shall continue as to a person who has ceased to be a
director, officer, or trustee and shall inure to the benefit of the heirs, executors, and
administrators of such a person.
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(f) The Company may purchase and maintain insurance on behalf of any person who or was a
director, officer or employee or former director, officer or employee of the Company or any person
who is serving or has served at the request of the Company as a director, officer or trustee of
another corporation, joint venture, trust or other enterprise, insuring him against liability
asserted against or incurred by him in any such capacity or arising out of his status as such
whether or not the Company would have the power to indemnify him against such liability under this Article.
(g) The provisions of this Article shall apply to actions, suits and proceedings
commenced or threatened after the adoption of this Article, whether arising from acts or omissions
to act occurring before or after its adoption.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
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| Exhibit |
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Description |
4.1
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Third Amended Articles of Incorporation of SIFCO Industries, Inc. , filed as
Exhibit 3(a) of the Company’s Form 10-Q dated March 31, 2002, and incorporated
herein by reference |
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4.2
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SIFCO Industries, Inc. Amended and Restated Code of Regulations dated January
29, 2002, filed as Exhibit 3(b) of the Company’s Form 10-Q dated March 31, 2002,
and incorporated herein by reference |
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5.1*
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Opinion of Squire, Sanders & Dempsey L.L.P. |
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10.1
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SIFCO Industries, Inc. 1995 Stock Option Plan, filed as Exhibit 10(d) of the
Company’s form 10-Q dated March 31, 2002, and incorporated herein by reference |
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10.2
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SIFCO Industries, Inc. 1998 Long-term Incentive Plan, filed as Exhibit 10.3 of
the Company’s form 10-Q dated June 30, 2004, and incorporated herein by
reference |
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23.1*
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Consent of Independent Registered Public Accounting Firm (Grant Thornton LLP) |
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23.2*
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Consent of Squire, Sanders & Dempsey L.L.P. (included in Exhibit 5.1) |
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24.1*
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Power of attorney (included on the signature page of this registration statement) |
(Asterisk denotes exhibits filed with this report.)
Item 9. Undertakings
A. The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective
amendment to the Registration Statement:
(i) To include any prospectus required by Section 10(a) (3) of the Securities Act;
(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.
However, paragraphs (1) (i) and (1) (ii) above do not apply if the information required to
be included in a post-effective amendment by those paragraphs is contained in periodic reports
filed or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of
the Exchange Act that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the Securities Act, 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.
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B. The undersigned Registrant hereby undertakes that, for purposes of determining any liability
under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a)
or 15(d) of the Exchange Act 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.
C. Insofar as indemnification for liabilities arising under the Securities Act 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 Commission such
indemnification is against public policy as expressed in the Securities 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 Securities Act and will be
governed by the final adjudication of such issue.
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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 had
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 March 12, 2007.
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SIFCO Industries, Inc. |
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Date: March 12, 2007
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/s/ Frank A. Cappello |
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Frank A. Cappello
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Vice President-Finance and |
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Chief Financial Officer |
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(Principal Financial Officer) |
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POWER OF ATTORNEY
The undersigned director or officer of SIFCO Industries, Inc., an Ohio corporation, which
anticipates filing with the Securities and Exchange Commission, under the provisions of the
Securities Act of 1933, as amended, a Registration Statement on Form S-8 (the “Registration
Statement”) for purposes of registering 221,500 common shares, $1 par value, of the Company,
issuable pursuant to the SIFCO Industries, Inc. 1995 Stock Option Plan and the 1998 Long-term
Incentive Plan, hereby constitutes and appoints Jeffrey P. Gotschall, Frank A. Cappello and
Remigijus H. Belzinskas, with full power of substitution and resubstitution, as attorney to sign
for the undersigned and in his or her name, place and stead, as director or officer of said
Company, said Registration Statement and any and all applications and documents to be filed with
the Securities and Exchange Commission pertaining to such Registration Statement, with full power
and authority to do and perform any and all acts and things whatsoever requisite, necessary or
advisable to be done in the premises, as fully and for all intents and purposes as the undersigned
could do if personally present, hereby approving the acts of said attorney and any such substitute.
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| Name and Signature |
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Date |
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/s/ Jeffrey P. Gotschall
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Chairman of the Board and
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March 12, 2007 |
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Chief Executive Officer
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/s/ Frank A. Cappello
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Vice President — Finance and
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March 12, 2007 |
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Chief Accounting Officer
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(Principal Financial Officer) |
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/s/ Remigijus Belzinskas
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Corporate Controller
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March 12, 2007 |
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(Principal Accounting Officer)
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/s/ P. Charles Miller
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Director
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March 12, 2007 |
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/s/ Frank N. Nichols
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Director
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March 12, 2007 |
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/s/ Alayne L. Reitman
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Director
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March 12, 2007 |
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/s/ Hudson D. Smith
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Director
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March 12, 2007 |
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/s/ J. Douglas Whelan
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Director
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March 12, 2007 |
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7
INDEX TO EXHIBITS
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| Exhibit |
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| No. |
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Description |
4.1
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Third Amended Articles of Incorporation of SIFCO Industries, Inc. , filed as
Exhibit 3(a) of the Company’s Form 10-Q dated March 31, 2002, and incorporated
herein by reference |
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4.2
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SIFCO Industries, Inc. Amended and Restated Code of Regulations dated January
29, 2002, filed as Exhibit 3(b) of the Company’s Form 10-Q dated March 31, 2002,
and incorporated herein by reference |
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5.1*
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Opinion of Squire, Sanders & Dempsey L.L.P. |
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10.1
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SIFCO Industries, Inc. 1995 Stock Option Plan, filed as Exhibit 10(d) of the
Company’s form 10-Q dated March 31, 2002, and incorporated herein by reference |
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10.2
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|
SIFCO Industries, Inc. 1998 Long-term Incentive Plan, filed as Exhibit 10.3 of
the Company’s form 10-Q dated June 30, 2004, and incorporated herein by
reference |
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23.1*
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Consent of Independent Registered Public Accounting Firm (Grant Thornton LLP) |
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|
23.2*
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Consent of Squire, Sanders & Dempsey L.L.P. (included in Exhibit 5.1) |
|
|
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24.1*
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|
Power of attorney (included on the signature page of this registration statement) |
(Asterisk denotes exhibits filed with this report.)
1