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As filed with the Securities and Exchange Commission on September 4, 2001
Registration No. 333-_________
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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
APPLIED INDUSTRIAL TECHNOLOGIES, INC.
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(Exact name of Registrant as specified in its charter)
Ohio 34-0117420
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Applied Plaza, Cleveland, Ohio 44115
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(Address of Principal Executive Offices) (Zip Code)
Applied Industrial Technologies, Inc. 1997 Long-Term Performance Plan
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(Full title of the plan)
Robert C. Stinson
Vice President-Chief Administrative Officer, General Counsel and Secretary
Applied Industrial Technologies, Inc.
One Applied Plaza, Cleveland, Ohio 44115
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(Name and address of agent for service)
(216) 426-4000
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(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Aggregate Offering Amount of
to be Registered Registered per Share (1) Price (2) Registration Fee
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Common Stock, 2,000,000 17.88 35,760,000 8,940
no par value
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(1) Estimated solely for the purpose of calculating the amount of the
registration fee.
(2) Pursuant to Securities Act Rule 457(c), the proposed maximum offering price
per unit is calculated as the average of the high and low prices for the
Common Stock as reported in the New York Stock Exchange consolidated
reporting system as of August 28, 2001.
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PART I
The documents containing the information specified in this Part I
of Form S-8 will be sent or given to the participants as specified by Rule
428(b)(1) of the Securities Act of 1933, as amended. Such documents and the
documents incorporated by reference herein pursuant to Item 3 of Part II of this
Form, taken together, constitute a prospectus that meets the requirements of
Section 10(a) of the Securities Act.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
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The following documents filed by Applied Industrial Technologies, Inc. (the
"Company") are incorporated herein by reference, except to the extent that any
statement or information therein is modified, superseded or replaced by a
statement or information contained in any other subsequently filed document
incorporated herein by reference:
(a) the Company's Annual Report on Form 10-K for the year ended
June 30, 2000;
(b) the Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 2001; and
(c) the description of the Common Stock, no par value, of the
Company ("Common Stock"), contained in the Company's
Registration Statement on Form S-4 (SEC File No. 333-27801)
filed with the Securities and Exchange Commission on May 23,
1997.
Until the Company files a post-effective amendment to this Registration
Statement indicating that all securities offered have been sold, or
deregistering all such securities which remain unsold, all documents
subsequently filed by the Company or the Applied Industrial Technologies, Inc.
1997 Long-Term Performance Plan (the "Plan") pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934, as amended, shall be deemed
to be incorporated by reference into this Registration Statement and to be part
hereof from the date of filing of such documents.
Item 4. DESCRIPTION OF SECURITIES.
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Not applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
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Not applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
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Under Ohio law, Ohio corporations are authorized to indemnify
directors, officers, employees, and agents within prescribed limits. Ohio law
permits, the Company to indemnify a director, officer, employee and certain
other persons ("Covered Persons") against expenses, judgments, fines, and
settlements reasonably incurred in a nonderivative suit, and against expenses
reasonably incurred in a derivative suit, if the Covered Person acted in good
faith and in a manner reasonably believed to be in or not opposed to the best
interests of the Company. In addition, Ohio law permits, the Company to
indemnify a Covered Person in a criminal action or
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proceeding, other than in a derivative suit, if the person had no reasonable
cause to believe his or her conduct was unlawful.
Unless ordered by a court, no indemnification of expenses in a
derivative suit is authorized by Ohio law or if the Covered Person is finally
adjudged to be liable for negligence or misconduct in the performance of his or
her duty to the Company. However, if a Covered Person is successful on the
merits or in defense of any matter, indemnification of expenses is mandatory. In
addition, under Ohio law, a director's expenses shall be paid by the Company as
they are incurred, provided the director agrees to reasonably cooperate with the
Company and to repay the amounts advanced if it is proved by clear and
convincing evidence that the director's action or failure to act was done with
reckless disregard for the best interests of the Company.
Under Ohio law, a director is not liable for monetary damages
unless it is proved by clear and convincing evidence that the Director's action
or failure to act was undertaken with deliberate intent to cause injury to the
Company or with reckless disregard for the best interests of the Company. There
is, however, no comparable provision limiting the liability of officers,
employees, or agents of a corporation. The statutory right to indemnification is
not exclusive and is in addition to any other rights granted to persons seeking
indemnification.
The Company's Code of Regulations provides that the Company shall
indemnify its directors and officers to the fullest extent permitted by Ohio
law, including circumstances in which indemnification is otherwise discretionary
under Ohio law. The Company has entered into indemnification agreements with its
officers and directors containing provisions that are in some respects broader
than the specific indemnification provisions contained in the Ohio Law. The
indemnification agreements may require the Company, among other things, to
indemnify its directors against certain liabilities that may arise by reason of
their status or service as directors (other than liabilities arising from
willful misconduct or willful disregard of duties), to advance their expenses
incurred as a result of any proceeding against them as to which they could be
indemnified, and to obtain director's insurance if available on reasonable
terms.
It is the opinion of the Commission that indemnification
provisions such as those contained in the Company's Code of Regulations and
these agreements have no effect on a director's or officer's liability under the
federal securities laws.
The Company has also obtained directors and officers' liability
insurance covering, subject to certain exceptions, actions taken by The
Company's directors and officers in their capacities as such.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
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Not applicable.
Item 8. EXHIBITS.
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The Exhibits to this Registration Statement are listed in the
Exhibit Index on Page _, which Exhibit Index is incorporated herein by this
reference.
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Item 9. UNDERTAKINGS.
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The undersigned registrant hereby undertakes:
(a) To file, during any period in which offers or sales are
being made, a post-effective amendment to this
Registration Statement (i) to include any prospectus
required by Section 10(a)(3) of the Securities Act of
1933; (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; (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; provided,
however, that paragraphs (a)(i) and (a)(ii) do not apply
if the Registration Statement is on Form S-3 or Form S-8,
and the information required to be included in a
post-effective amendment by those paragraphs is contained
in periodic reports filed 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.
(b) 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 offered therein, and
the offering of such securities at the time shall be
deemed to be the initial bona fide offering thereof.
(c) 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.
(d) 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 therein, and the
offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof. Insofar as
indemnification for liabilities 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
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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.
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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 has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Cleveland, and the State of Ohio, on September 4,
2001.
APPLIED INDUSTRIAL TECHNOLOGIES, INC.
By: /s/ David L. Pugh
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David L. Pugh
Chairman of the Board
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated. Each person whose signature appears below
hereby makes, constitutes and appoints David L. Pugh and Robert C. Stinson to
act as, his or her true and lawful attorney, with full power to sign for such
person and in such person's name and capacity indicated bellow any and all
amendments to this Registration Statement, hereby ratifying and confirming such
person's signature as it may be signed by said attorney to any and all
amendments.
Signature Title Date
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/s/ David L. Pugh
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David L. Pugh Chairman, Chief Executive Officer (signing September 4, 2001
as Principal Executive Officer and a
Director)
/s/ John R. Whitten
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John R. Whitten Vice President-Chief Financial Officer and September 4, 2001
Treasurer (signing as Principal Financial
Officer)
/s/ Mark O. Eisele
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Mark O. Eisele Vice President and Controller (signing as September 4, 2001
Controller)
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Signature Title Date
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/s/ William G. Bares
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William G. Bares Director September 4, 2001
/s/ Dr. Roger D. Blackwell
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Dr. Roger D. Blackwell Director September 4, 2001
/s/ William E. Butler
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William E. Butler Director
/s/ Thomas A. Commes
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Thomas A. Commes Director September 4, 2001
/s/ Russel B. Every
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Russel B. Every Director September 4, 2001
/s/ Russell R. Gifford
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Russell R. Gifford Director
/s/ L. Thomas Hiltz
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L. Thomas Hiltz Director September 4, 2001
/s/ J. Michael Moore
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J. Michael Moore Director September 4, 2001
/s/ Dr. Jerry Sue Thornton
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Dr. Jerry Sue Thornton Director September 4, 2001
/s/ Stephen E. Yates
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Stephen E. Yates Director September 4, 2001
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The Plan. Pursuant to the requirements of the Securities Act of 1933,
the trustees of or other persons who administer the Applied Industrial
Technologies, Inc. 1997 Long-Term Performance Plan have duly caused this
Registration Statement to be signed on their behalf by the undersigned,
thereunto duly authorized, in the City of Cleveland, and the State of Ohio on
the 4th day of September, 2001.
APPLIED INDUSTRIAL TECHNOLOGIES, INC.
1997 LONG-TERM PERFORMANCE PLAN
By: Applied Industrial Technologies, Inc., as
Plan Administrator
By: /s/ David L. Pugh
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David L. Pugh
Chairman of the Board
and Chief Executive Officer
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EXHIBIT INDEX
EXHIBIT METHOD OF
NUMBER DESCRIPTION FILING*
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4(a) Certificate of Merger of Bearings, Inc. (Ohio) and Bearings,
Inc. (Delaware) filed with the Ohio Secretary of State on
October 18, 1988, including an Agreement and Plan of
Reorganization dated September 6, 1988 (filed as Exhibit 4(a)
to the Company's Registration Statement on Form S-4 filed May
23, 1997, Registration No. 333-27801, and incorporated here
by reference).
4(b) $80,000,000 Maximum Aggregate Principal Amount Note Purchase
and Private Shelf Facility dated October 31, 1992 between the
Company and The Prudential Insurance Company of America
(filed as Exhibit 4(b) to the Company's Registration
Statement on Form S-4 filed May 23, 1997, Registration No.
333-27801, and incorporated here by reference).
4(c) Amendment to $80,000,000 Maximum Aggregate Principal Amount
Note Purchase and Private Shelf Facility dated October 31,
1992 between the Company and The Prudential Insurance Company
of America (filed as Exhibit 4(g) to the Company's Form 10-Q
for the quarter ended March 31, 1996, SEC File No. 1-2299,
and incorporated here by reference).
4(d) $50,000,000 Private Shelf Agreement dated as of November 27,
1996, as amended on January 30, 1998, between the Company and
The Prudential Insurance Company of America (filed as Exhibit
4(f) to the Company's Form 10-Q for the quarter ended March
31, 1998, SEC File No. 1-2299, and incorporated here by
reference).
4(e) $150,000,000 Credit Agreement dated as of Attached November
5, 1998 among the Company, KeyBank National Association as
Agent, and various financial institutions (filed as Exhibit
4(e) to the Company's Form 10-Q for the quarter ended
September 30, 1998, SEC File No. 1-2299, and incorporated
here by reference).
4(f) Rights Agreement, dated as of February 2, 1998, between the
Company and Harris Trust and Savings Bank, as Rights Agent,
which includes as Exhibit B thereto the Form of Rights
Certificate (filed as Exhibit No. 1 to the Company's
Registration Statement on Form 8-A filed July 20, 1998, SEC
File No. 1-2299, and incorporated here by reference).
5 Opinion of Squire, Sanders & Dempsey LLP as to the legality
of the securities registered. (attached)
23(a) Consent of Deloitte & Touche LLP. (attached)
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* All exhibits hereto are being filed through incorporation by reference, unless
otherwise indicated.
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23(b) Consent of Squire, Sanders & Dempsey LLP (contained in Exhibit 5).