As filed with the Securities and Exchange Commission on November 19, 2001
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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PREFORMED LINE PRODUCTS COMPANY
(Exact Name of Registrant as Specified in Its Charter)
Ohio 34-0676895
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
660 Beta Drive, Mayfield Village, OH 44143
(Address of Principal Executive Offices) (Zip Code)
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PREFORMED LINE PRODUCTS COMPANY
1999 EMPLOYEE STOCK OPTION PLAN
(Full Title of the Plan)
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Eric R. Graef
Preformed Line Products Company
660 Beta Drive
Mayfield Village, Ohio 44143
(Name and Address of Agent for Service)
(440) 461-5200
(Telephone Number, Including Area Code, of Agent for Service)
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CALCULATION OF REGISTRATION FEE
========================= ==================== ======================== ======================== ======================
Amount Proposed Proposed Amount of
Title of To Be Maximum Offering Maximum Aggregate Registration Fee
Securities To Registered Price Per Share Offering Price
Be Registered
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Common Shares, 300,000(1) $15.40(2) $4,620,000 $1,155
$2 par value per share
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(1) The number of Common Shares, $2 par value per share, stated above
consists of the aggregate number of shares which may be issued upon
exercise of options granted under the Preformed Line Products Company
1999 Employee Stock Option Plan. Also includes an indeterminable number
of additional shares that may become issuable pursuant to the
anti-dilution and other provisions of the Plans described herein.
(2) Estimated in accordance with Rule 457 solely for the purpose of
determining the registration fee. The fee is based on $15.40, the
average of the high and low sale prices on November 13, 2001, of the
registrant's Common Shares as reported on the Nasdaq National Market.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
The Common Shares registered by Preformed Line Products Company (the
"Registrant") pursuant to this Registration Statement will be issued under the
Preformed Line Products Company 1999 Employee Stock Option Plan (the "Plan").
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The documents listed in (a) through (c) below are incorporated by
reference in to this Registration Statement. All documents filed by the
Registrant with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of
the Securities Exchange Act of 1934 (the "Exchange Act") subsequent to the date
of the filing of this Registration Statement and prior to the filing of a
post-effective amendment that indicates that all securities registered hereunder
have been sold, or that de-registers all securities then remaining unsold, shall
be deemed to be incorporated by reference in the Registration Statement and to
be a part hereof from the date of the filing of such documents.
(a) The Registrant's Registration Statement on Form 10 under the
Exchange Act filed with the Commission on April 30, 2001, as amended by
Amendment Nos. 1, 2 and 3 to the Form 10 (the "Form 10");
(b) All other reports filed by the Registrant pursuant to Section 13(a)
or 15(d) of the Exchange Act since December 31, 2000, including the
Form 10-Q for the quarter ended September 30, 2001; and
(c) The description of the Registrant's Common Shares contained in the
Form 10, including any amendment or report filed for the purpose of
updating such description.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The legality of the Common Shares offered hereby has been passed upon
for the Registrant by Baker & Hostetler LLP, Cleveland, Ohio. John D. Drinko, a
Director of the Registrant, is a senior partner in Baker & Hostetler LLP. Mr.
Drinko beneficially owns 521,178 Common Shares of the Registrant. J. Richard
Hamilton, Secretary of the Registrant, is also a senior partner in Baker &
Hostetler LLP.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Ohio Revised Code (the "Code") authorizes Ohio corporations to
indemnify officers and directors from liability if the officer or director acted
in good faith and in a manner reasonably believed by the officer or director to
be in or not opposed to the best interests of the corporation, and with respect
to any criminal actions, if the officer or director had no reason to believe his
action was unlawful. In the case of an action by or on behalf of a corporation,
indemnification may not be made (i) if the person seeking indemnification is
adjudged liable for negligence or misconduct, unless the court in which such
action was brought determines such person is fairly and reasonably entitled to
indemnification or (ii) if liability asserted against such person concerns
certain unlawful distributions. The indemnification provisions of the Code
require indemnification if a director or officer has been successful on the
merits or otherwise in defense of any action, suit or proceeding that he was a
party to by reason of the fact that he is or was a director or officer of the
corporation. The indemnification authorized under Ohio law is not exclusive and
is in addition to any other rights granted to officers and directors under the
articles of incorporation or code of regulations of the corporation or any
agreement between officers and directors and the corporation. A corporation may
purchase and maintain insurance or furnish similar protection on behalf of any
officer or director against any liability asserted against him and incurred by
him in his capacity, or arising out of the status, as an officer or director,
whether or not the corporation would have the power to indemnify him against
such liability under the Code.
The Registrant's Amended and Restated Code of Regulations provides for
the indemnification of directors and officers of the Registrant as authorized by
the Board of Directors of the Registrant, for the advancement of expenses
incurred in connection with the defense of any action, suit or proceeding that
he was a party to by reason of the fact that he is or was an officer or director
of the Registrant upon the receipt of an undertaking to repay such amount unless
it is ultimately determined that the officer or director is entitled to
indemnification. The Amended and Restated Code of Regulations authorizes the
Registrant to purchase and maintain insurance on behalf of any director,
officer, employee or agent of the Registrant against any liability asserted
against them in such capacity or arising out of their status as such, whether or
not the Registrant would have power to indemnify such officer, employee or agent
against such liability under the provisions of the Amended and Restated Code of
Regulations of the Registrant.
The Registrant maintains a directors' and officers' insurance policy
which insures the officers and directors of the Registrant from any claim
arising out of an alleged wrongful act by such persons in their respective
capacities as officers and directors of the Registrant.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
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ITEM 8. EXHIBITS.
EXHIBIT NUMBER DESCRIPTION OF EXHIBIT
3.1 Amended and Restated Articles of Incorporation of
Preformed Line Products Company(1)
3.2 Amended and Restated Code of Regulations of Preformed
Line Products Company(1)
4.1 Preformed Line Products Company 1999 Employee Stock
Option Plan
5 Opinion of Baker & Hostetler LLP as to legality of the
Common Shares being registered
23.1 Consent of Ernst & Young LLP
23.2 Consent of Baker & Hostetler LLP (included in Opinion
filed as Exhibit 5 hereto)
24 Powers of Attorney (included at page II-5)
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(1) Incorporated by reference from the Registrant's Registration Statement
on Form 10 under the Exchange Act filed with the Commission on April
30, 2001, as amended by Amendment Nos. 1, 2 and 3.
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 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;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, as amended (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; and
(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.
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The undersigned Registrant further 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 Section 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.
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 provisions described under Item 6 above 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
THE REGISTRANT. 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 Mayfield Village, State of Ohio, on this 16th day of
November, 2001.
PREFORMED LINE PRODUCTS COMPANY
By: /s/ Robert G. Ruhlman
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Robert G. Ruhlman
President and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Robert G. Ruhlman, Eric R. Graef and J.
Richard Hamilton or any one of them, his true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all
post-effective amendments to this Registration Statement, and to file the same
with all exhibits hereto, and other documents in connection herewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite or necessary to be done in and about the premises,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, or their or his substitutes may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed on November 16, 2001 by the following
persons in the capacities indicated below.
SIGNATURE TITLE
/s/ Robert G. Ruhlman Director, President
- --------------------------- and Chief Executive Officer
Robert G. Ruhlman (Principal Executive Officer)
/s/ Eric R. Graef Vice President-Finance and Treasurer
- ----------------------------------- (Principal Accounting Officer)
Eric R. Graef
/s/ Jon R. Ruhlman Director, Chairman of the Company
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Jon R. Ruhlman
/s/ Barbara P. Ruhlman Director
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Barbara P. Ruhlman
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/s/ Randall M. Ruhlman Director
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Randall M. Ruhlman
/s/ John D. Drinko Director
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John D. Drinko
/s/ Frank B. Carr Director
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Frank B. Carr
/s/ Wilber C. Nordstrom Director
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Wilber C. Nordstrom
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EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION OF EXHIBIT
3.1 Amended and Restated Articles of Incorporation of
Preformed Line Products Company(1)
3.2 Amended and Restated Code of Regulations of Preformed
Line Products Company(1)
4.1 Preformed Line Products Company 1999 Employee Stock
Option Plan
5 Opinion of Baker & Hostetler LLP as to legality of the
Common Shares being registered
23.1 Consent of Ernst & Young LLP
23.2 Consent of Baker & Hostetler LLP (included in Opinion
filed as Exhibit 5 hereto)
24 Powers of Attorney (included at page II-5)
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(1) Incorporated by reference from the Registrant's Registration Statement
on Form 10 under the Exchange Act filed with the Commission on April
30, 2001, as amended by Amendment Nos. 1, 2 and 3.