The Timken Company S-8
Table of Contents

As filed with the Securities and Exchange Commission on May 12, 2008.
Registration No. 333-                    
 
 
UNITED STATES
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
(State or other jurisdiction of
incorporation or organization) 		  34-0577130
(I.R.S. Employer
Identification No.)
1835 Dueber Avenue, S.W., Canton, Ohio 44706-2798
(Address of principal executive offices including zip code)
COMPANY SAVINGS PLAN FOR THE EMPLOYEES OF TIMKEN FRANCE
(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)
          Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
             
Large accelerated filer þ    Accelerated filer o    Non-accelerated filer   o
(Do not check if a smaller reporting company)		   Smaller reporting company o 
CALCULATION OF REGISTRATION FEE
 
              Proposed     Proposed        
  Title of           Maximum     Maximum        
  Securities     Amount     Offering     Aggregate     Amount of  
  to be     to be     Price Per     Offering     Registration  
  Registered     Registered     Share (1)     Price (1)     Fee  
  Common Stock,
without par value 		    100,000 shares     $36.64     $3,664,000.00     $144.00  
 
(1)   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 of 1933, as amended (the “Securities Act”), on the basis of the average of the high and low sale prices of such securities on the New York Stock Exchange on May 7, 2008, within five business days prior to filing.
 
 

 

TABLE OF CONTENTS

PART II
Item 8. Exhibits
SIGNATURES
EXHIBIT INDEX
EX-5
EX-23(A)
EX-24

Table of Contents

          Pursuant to General Instruction E to Form S-8, the contents of Registration Statement No. 333-76062, filed with the Securities and Exchange Commission (the “Commission”) on December 28, 2001, and Registration Statement No. 333-62481, filed with the Commission on August 28, 1998, are incorporated herein by reference. This Registration Statement on Form S-8 is filed for the purpose of registering an additional 100,000 shares of Common Stock, without par value (“Common Stock”), of The Timken Company, an Ohio corporation (the “Registrant”), under the Plan.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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 an exhibit to the Registrant’s Form S-8 Registration Statement No. 333-02553 and incorporated herein by reference).
 
  4(b)   Amended Code of Regulations of the Registrant (filed as an exhibit to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 1992 (File No. 1-1169) and incorporated herein by reference).
 
  4(c)   Company Savings Plan for the Employees of Timken France (the “Plan”) (filed as an exhibit to the Registrant’s Form S-8 Registration Statement No. 333-62481 and incorporated herein by reference.)
 
  5   Opinion of Counsel.
 
  23(a)   Consent of Independent Registered Public Accounting Firm.
 
  23(b)   Consent of Counsel (included in Exhibit 5).
 
  24   Power of Attorney.

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SIGNATURES
     Pursuant to the requirements of the Securities Act, 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 12th day of May 2008.
         
  THE TIMKEN COMPANY
 		  
  By:    /s/Scott A. Scherff                              
    Scott A. Scherff   
    Corporate Secretary and Assistant General Counsel   
 
     Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
         
Signature   Title   Date
 
*
 
James W. Griffith		   President, Chief Executive Officer and Director
(Principal Executive Officer) 		  May 12, 2008
*
 
Glenn A. Eisenberg		   Executive Vice President — Finance and Administration
(Principal Financial Officer) 		  May 12, 2008
*
 
J. Theodore Mihaila		   Senior Vice President — Finance and Controller
(Principal Accounting Officer) 		  May 12, 2008
*
 
Philip R. Cox		   Director   May 12, 2008
 
 
Jerry J. Jasinowski		   Director    
*
 
John A. Luke, Jr.		   Director   May 12, 2008
*
 
Robert W. Mahoney		   Director   May 12, 2008
*
 
Joseph W. Ralston		   Director   May 12, 2008
*
 
John R. Reilly		   Director   May 12, 2008
*
 
Frank C. Sullivan		   Director   May 12, 2008

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Signature   Title   Date
*
 
John M. Timken, Jr.		   Director   May 12, 2008
*
 
Ward J. Timken		   Director   May 12, 2008
*
 
Ward J. Timken, Jr.		   Director   May 12, 2008
*
 
Joseph F. Toot, Jr.		   Director   May 12, 2008
*
 
Jacqueline F. Woods		   Director   May 12, 2008
 
*   This Registration Statement has been signed on behalf of the above-named directors and officers of the Registrant by Scott A. Scherff, Corporate Secretary and Assistant General Counsel of the Registrant, as attorney-in-fact pursuant to a power of attorney filed with the Commission as Exhibit 24 to this Registration Statement.
         
     
DATED: May 12, 2008  By:   /s/ Scott A. Scherff    
    Scott A. Scherff, Attorney-in-Fact   
       
 

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EXHIBIT INDEX
     
Exhibit    
Number   Exhibit Description
4(a)
  Amended Articles of Incorporation of the Registrant (filed as an exhibit to the Registrant’s Form S-8 Registration Statement No. 333-02553 and incorporated herein by reference).
 
    
4(b)
  Amended Code of Regulations of the Registrant (filed as an exhibit to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 1992 (File No. 1-1169) and incorporated herein by reference).
 
    
4(c)
  Company Savings Plan For The Employees of Timken France (filed as an exhibit to the Registrant’s Form S-8 Registration Statement No. 333-62481 and incorporated herein by reference.)
 
    
5
  Opinion of Counsel.
 
    
23(a)
  Consent of Independent Registered Public Accounting Firm.
 
    
23(b)
  Consent of Counsel (included in Exhibit 5).
 
    
24
  Power of Attorney.

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