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
SALARIED EMPLOYEES' PROFIT SHARING 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)
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(440) 461-5200
(Telephone Number, Including Area Code, of Agent for Service)
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CALCULATION OF REGISTRATION FEE
========================= ==================== ======================== ======================== ======================
Title of Amount Proposed Proposed
Securities To To Be Maximum Offering Maximum Aggregate Amount of
Be Registered Registered Price Per Share Offering Price Registration Fee
------------------------- -------------------- ------------------------ ------------------------ ----------------------
Common Shares, 300,000(1) $15.40(2) $4,620,000 $1,155
$2 par value per share
========================= ==================== ======================== ======================== ======================
(1) The number of Common Shares, $2 par value per share, which may be offered,
sold or distributed pursuant to the Preformed Line Products Company Salaried
Employees' Profit Sharing Plan.
(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 Salaried Employees' Profit
Sharing 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.
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
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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
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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 Salaried
Employee's Profit Sharing Plan
5.1 Opinion of Baker & Hostetler LLP as to legality of the
Common Shares being registered
5.2 Internal Revenue Service Determination Letter
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
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(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.
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
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/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
Preformed Line Products Company Salaried Employees' Profit Sharing Plan.
Pursuant to the requirements of the Securities Act of 1933, Preformed Line
Products Company, the Plan Administrator, has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Mayfield Village, Ohio, on November 16, 2001.
PREFORMED LINE PRODUCTS COMPANY
By: /s/ Robert G. Ruhlman
-----------------------------------------
Robert G. Ruhlman
President and Chief Executive Officer
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EXHIBIT INDEX
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Exhibit Number Description of Exhibit
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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 Salaried Employees'
Profit Sharing Plan
5.1 Opinion of Baker & Hostetler LLP as to legality of
the Common Shares being registered
5.2 Internal Revenue Service Determination Letter
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.