Registration
No. 333-
| Ohio (State or other jurisdiction of incorporation or organization) |
34-0577130 (I.R.S. Employer Identification No.) |
| Proposed | Proposed | |||||||||||||
| Title of | Maximum | Maximum | ||||||||||||
| Securities | Amount | Offering | Aggregate | Amount of | ||||||||||
| to be | to be | Price Per | Offering | Registration | ||||||||||
| Registered (1) | Registered | Share | Price (2) | Fee | ||||||||||
Common Stock without par value |
4,500,000 shares | $ | 23.80 | $ | 107,100,000 | $ | 13,570.00 | |||||||
| (1) | Pursuant to Rule 416(c) under the Securities Act of 1933, this registration statement also covers such additional Common Shares as may become issuable pursuant to the anti-dilution provisions of the Registrant’s Long-Term Incentive Plan (As Amended and Restated as of February 6, 2004) (the “Plan”). | |
| (2) | Estimated pursuant to paragraphs (c) and (h) of Rule 457 under the Securities Act on the basis of the average of the high and low sale prices for Common Stock on the New York Stock Exchange on April 15, 2004. |
Pursuant to General Instruction E to Form S-8, the contents of Registration Statement No. 333-86452 filed with the Securities and Exchange Commission (the “Commission”) on April 17, 2002, Registration Statement No. 333-35154 filed with the Commission on April 19, 2000 and Registration Statement No. 333-02553 filed with the Commission on April 16, 1996 are incorporated herein by reference. This registration statement on Form S-8 is filed for the purpose of registering an additional 4,500,000 Common Shares of the Registrant under the Plan.
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). | ||||
| (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, 2002, (File No. 1-1169) and incorporated herein by reference). | ||||
| (c | ) | The Timken Company Long-Term Incentive Plan (as Amended and Restated as of February 6, 2004) (filed as an Exhibit to the Registrant’s Definitive Proxy Statement in connection with its 2004 Annual Meeting and incorporated herein by reference). | ||||
| 5 | Opinion of Counsel. | |||||
| 23 | (a) | Consent of Independent Auditors. | ||||
| 23 | (b) | Consent of Counsel (included in Exhibit 5). | ||||
| 24 | Power of Attorney. |
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 20th day of April 2004.
| THE TIMKEN COMPANY | ||||
| By: | /s/Scott A. Scherff | |||
| Scott A. Scherff | ||||
| Corporate Secretary and Assistant General Counsel | ||||
2
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) | April 20, 2004 | ||
*
Glenn A. Eisenberg |
Executive Vice President — Finance and Administration (Principal Financial Officer) | April 20, 2004 | ||
*
Sallie B. Bailey |
Senior Vice President — Finance and Controller (Principal Accounting Officer) | April 20, 2004 | ||
*
W.R. Timken, Jr. |
Director | April 20, 2004 | ||
*
Jerry J. Jasinowski |
Director | April 20, 2004 | ||
*
John A. Luke, Jr. |
Director | April 20, 2004 | ||
*
Robert W. Mahoney |
Director | April 20, 2004 | ||
Jay A. Precourt |
Director | |||
*
Joseph W. Ralston |
Director | April 20, 2004 | ||
*
Frank C. Sullivan |
Director | April 20, 2004 | ||
*
John M. Timken, Jr. |
Director | April 20, 2004 | ||
*
Ward J. Timken |
Director | April 20, 2004 | ||
*
Ward J. Timken, Jr. |
Director | April 20, 2004 | ||
*
Joseph F. Toot, Jr. |
Director | April 20, 2004 |
3
| Signature | Title | Date | ||
*
Jacqueline F. Woods |
Director | April 20, 2004 |
| * | This Registration Statement has been signed on behalf of the above-named directors and officers of the Company by Scott A. Scherff, Corporate Secretary and Assistant General Counsel of the Company, as attorney-in-fact pursuant to a power of attorney filed with the Securities and Exchange Commission as Exhibit 24 to this registration statement. |
DATED: April 20, 2004
|
By: | /s/Scott A. Scherff | ||
| Scott A. Scherff, Attorney-in-Fact |
4
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). | |
(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, 2002, (File No. 1-1169) and incorporated herein by reference). | |
(c)
|
The Timken Company Long-Term Incentive Plan (as Amended and Restated as of February 6, 2004) (filed as an Exhibit to the Registrant’s Definitive Proxy Statement in connection with its 2004 Annual Meeting and incorporated herein by reference). | |
5
|
Opinion of Counsel. | |
23(a)
|
Consent of Independent Auditors. | |
23(b)
|
Consent of Counsel (included in Exhibit 5). | |
24
|
Power of Attorney. |
5