As filed with the Securities and Exchange Commission on March 31, 2004.
Registration No. 333-113426
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT No. 1 to
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
GRAHAM CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 16-1194720
(State or other jurisdiction of (I.R.S Employer Identification
incorporation or organization) No.)
20 Florence Avenue
Batavia, New York 14020
(Address of Principal Executive Offices including Zip Code)
2000 Graham Corporation Incentive Plan to Increase Shareholder
Value
(Full title of the plan)
Alvaro Cadena
President and Chief Executive Officer
Graham Corporation
20 Florence Avenue
Batavia, New York 14020
(Name and address of agent for service)
(585) 343-2216
(Telephone number, including area code, of agent for service)
With copies to:
William A. Smith, Jr., Esq.
Smith Law Office
Professional Corporation
7 State Street
Pittsford, New York 14534
(585) 385-1890
CALCULATION OF REGISTRATION FEE
Title of securities Amount to be Proposed maximum Proposed Amount of
to be registered registered(1) offering price maximum registration
per share(2) aggregate fee(2)
price(2)
------------------------------------------------------------------------------
Common Stock, 150,000 shares
$0.10 par value
------------------------------------------------------------------------------
2
(1) Pursuant to Rule 416 under the Securities Act of 1933, there
are also being registered such additional shares of Common Stock
as may become issuable pursuant to stock splits, stock dividends
and similar transactions.
(2) The filing fee for the registered securities was previously
paid with the Registration Statement.
3
This Post-Effective Amendment No. 1 to Registration
Statement No. 333-113426 has been filed to include the form of re-
offer prospectus to be used by directors and officers of Graham
Corporation in order to permit such persons to sell or otherwise
dispose of securities received upon the exercise of stock options
granted under the 2000 Graham Corporation Incentive Plan to
Increase Shareholder Value ("Plan"). The form of Reoffer
Prospectus is included herein immediately following page 7.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I
of Form S-8 have been or will be sent or given to participants in
2000 Graham Corporation Incentive Plan to Increase Shareholder
Value as specified by Rule 428(b)(1) promulgated by the
Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended (the "Securities Act").
Such documents are not being filed with the Commission, but
constitute (along with the documents incorporated by reference
into this Registration Statement pursuant to Item 3 of Part II
hereof) a prospectus that meets the requirements of Section 10(a)
of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents previously filed with the Securities
and Exchange Commission by the Registrant are incorporated herein
by reference as of their respective dates:
(1) the Registrant's Annual Report on Form 10-K for the fiscal
year ended March 31, 2003;
(2) the Registrant's Quarterly Report on Form 10-Q for the
quarter ended December 31, 2003;
(3) the Registrant's Current Reports on Form 8-K filed on June
6, 2003, July 28, 2003, October 28, 2003 and February 3, 2004,
respectively; and
(4) the description of the Registrant's Common Stock, par value
$0.10 per share, contained in the Registrant's Registration
Statement on Form 8-A, as amended by Form 8, filed with the
Securities and Exchange Commission on March 2, 1990 (SEC File No.
900-70376) and including any other amendments of reports filed
for the purpose of updating such description.
4
All documents filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
1934, as amended (the "Securities Exchange Act"), after the date
of this Registration Statement and prior to the filing of a post-
effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of
filing such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained
herein or in any other subsequently filed document which also is
or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
With respect to indemnification of directors and officers,
Section 145 of the Delaware General Corporation Law (the "DGCL")
provides that a corporation shall have the power to indemnify any
person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the
corporation) by reason of the fact that the person is or was a
director, officer, employee or agent of the corporation, or is or
was serving at the request of the corporation as a director,
officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses
(including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by the person in
connection with such action, suit or proceeding, if the person
acted in good faith and in a manner the person reasonably
believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe the person's
conduct was unlawful. Under this provision of the DGCL, the
termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the
person did not act in good faith and in a manner which the person
reasonably believed to be in or not opposed to the best interests
of the corporation, and with respect to any criminal action or
proceeding, had reasonable cause to believe that the person's
conduct was unlawful.
5
Furthermore, the DGCL provides that a corporation shall have
the power to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to
procure a judgment in its favor by reason of the fact that the
person is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees) actually
and reasonably incurred by the person in connection with the
defense or settlement of such action or suit if the person acted
in good faith and in a manner the person reasonably believed to
be in or not opposed to the best interests of the corporation,
except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been
adjudged to be liable to the corporation unless and only to the
extent that the Court of Chancery or the court in which such
action or suit was brought shall determine upon application that,
despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Court of
Chancery or such other court shall deem proper.
The Registrant's Certificate of Incorporation (the
"Certificate of Incorporation") provides for limitation of the
liability of directors to the Registrant and its stockholders and
for indemnification of directors, officers, employees and agents
of the Registrant, respectively, to the maximum extent permitted
by the DGCL and provides that such rights of indemnification
shall be in addition to any rights to which any such director,
officer, employee or agent may otherwise be entitled to under any
other statute, the Certificate of Incorporation or by virtue of
any agreement or vote of the stockholders or disinterested
directors or otherwise both as to action in his or her official
capacity and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the
benefit of the heirs, executors and administrators of such
person.
The Certificate of Incorporation further provides that
directors are not liable to the Registrant or its stockholders
for monetary damages for breaches of fiduciary duty as a
director, except for liability (a) for any breach of the
director's duty of loyalty to the Registrant or its stockholders,
(b) for acts or omissions not in good faith or that involve
intentional misconduct or a knowing violation of law, (c) for
dividend payments or stock repurchases in violation of Delaware
law, or (d) for any transaction from which the director derived
any improper personal benefit.
6
Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended (the "Securities Act"), 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 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.
Item 7. Exemption from Registration Claimed.
Not applicable
Item 8. Exhibits.
4.1 Certificate of Incorporation of Graham Corporation,
as amended, incorporated by reference to Exhibit
3(a) to the Registrant's Annual Report on Form 10-K
for the fiscal year ended December 31,1989 (SEC File
No. 900-46589), filed with the Securities and
Exchange Commission pursuant to the Securities
Exchange Act.
4.2 By-Laws of Graham Corporation, incorporated by
reference to Exhibit 3.2(ii) to the Registrant's
Quarterly Report on Form 10-Q for the fiscal quarter
ended September 30, 2003 (SEC File No. 001-08462),
filed with the Securities and Exchange Commission
pursuant to the Securities Exchange Act.
4.3 2000 Graham Corporation Incentive Plan to Increase
Shareholder Value, incorporated by reference to
Appendix A to the Registrant's Proxy Statement dated
June 29, 2001 for its 2001 Annual Meeting of
Stockholders held on July 26, 2001, filed with the
Securities and Exchange Commission pursuant to the
Securities Exchange Act.
*5.1 Opinion of Counsel as to legality of securities
being registered
*23.1 Consent of Counsel (contained in Exhibit 5)
*23.2 Consent of Deloitte & Touche LLP
*24 Power of Attorney (included in the signature pages
to the Registration Statement).
* Exhibits filed with this Post-Effective amendment No. 1
7
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes (subject
to the provision contained in Item 512(a) of Regulation S-K):
(1) 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, as amended;
(ii) to reflect in the prospectus any facts or events
arising after the effective date of this 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 this Registration Statement.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than 20 percent
change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
Registration Statement; and
(iii) to include any material information with respect to
the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information
in this Registration Statement.
(2) 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 that time shall be deemed to be the initial
bona fide offering thereof.
(3) 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.
(b) The undersigned Registrant hereby undertakes 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 this 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.
8
(c) 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 provisions described under Item 6 above, 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 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 of 1933 and will be governed by
the final adjudication of such issue.
EXPLANATORY NOTE
This registration statement includes or is deemed to include two
forms of prospectus: one to be sent or given to certain
participants (the "Participant Prospectus") in the 1995 Graham
Corporation Incentive Plan to Increase Shareholder Value ("Plan")
pursuant to Part I of Form S-8 and Rule 428(b)(1) under the
Securities Act of 1933, as amended ("Securities Act"), and one to
be used in connection with reoffers and resales (the "Re-Offer
Prospectus") of shares by participants in the Plan as
contemplated by Instruction C to Form S-8 under the Securities
Act. The form of Participant Prospectus has been omitted from
this registration statement as permitted by Part I of Form S-8.
The form of Re-Offer Prospectus is included herein immediately
following this page.
9
REOFFER PROSPECTUS
GRAHAM CORPORATION
150,000 SHARES OF COMMON STOCK
OFFERED OR TO BE OFFERED BY CERTAIN SELLING STOCKHOLDERS OF
GRAHAM CORPORATION FOLLOWING THEIR ACQUISITION UNDER THE
2000 GRAHAM CORPORATION
INCENTIVE PLAN TO INCREASE SHAREHOLDER VALUE
Certain of our directors and officers, all of whom are named
in this prospectus as selling stockholders, from time to time may
offer up to 150,000 shares of Graham Common Stock which they have
acquired under the 2000 Graham Corporation Incentive Plan to
Increase Shareholder Value ("Plan"). The shares may be sold
directly by the holder to purchasers or may be given by the
holder to donees, such as members of the holder's family or
charitable organizations, and then sold by the donee to the
purchasers. Sales may occur through the facilities of the
American Stock Exchange, on which the shares are listed, or may
occur privately, at prevailing market prices or at negotiated
prices. Sales may be made through brokers or to dealers, who are
expected to receive customary commissions or discounts. We will
not receive any of the proceeds from such sales. We will bear
the costs relating to the registration of the shares being
offered by this prospectus, other than commissions or discounts
to brokers or dealers.
The selling stockholders, as well as any participating
brokers and dealers, may be deemed to be "underwriters" within
the meaning of the Securities Act of 1933, as amended. If this
occurs, any profit on the sale of shares by those selling
stockholders and any commissions or discounts received by those
brokers or dealers may be deemed to be underwriting compensation
under the Securities Act.
Our common stock is traded on the American Stock Exchange
under the symbol "GHM". On March 29, 2004, the closing price of
our common stock on the American Stock Exchange was $10.91 per
share.
THIS INVESTMENT INVOLVES RISKS. SEE "RISK FACTORS"
BEGINNING AT PAGE 13
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION, NOR HAS THE COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
10
No person has been authorized to give any information or to
make any representations, other than those contained or
incorporated by reference in this Prospectus, in connection with
the offer contained in this Prospectus and, if given or made,
such information or representations must not be relied upon as
having been authorized by Graham Corporation. This Prospectus
shall not constitute an offer to sell or the solicitation of an
offer to buy nor shall there be any sales of these securities in
any jurisdiction in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. Neither delivery of
this Prospectus nor any sale made hereunder shall, under any
circumstances, create any implication that the information herein
is correct as of any time subsequent to the date hereof.
Our executive offices are located at 20 Florence Avenue,
Batavia, New York 14020, and our telephone number is (585) 343-
2216.
The date of this prospectus is March 31, 2004.
TABLE OF CONTENTS
Certain Definitions.........................................2
Additional Information......................................2
Incorporation of Certain Documents by Reference.............3
Forward-Looking Statements..................................4
Risk Factors................................................4
Our Company.................................................6
Use of Proceeds.............................................8
Selling Stockholders........................................8
Plan of Distribution........................................10
Experts.....................................................10
11
CERTAIN DEFINITIONS
Unless otherwise stated in this prospectus:
"Company," "we," "us," "our" and "Registrant" refers to
Graham Corporation; and
"common stock" refers to our Common Stock, par value $0.10
per share.
ADDITIONAL INFORMATION
We file annual and quarterly reports, proxy statements and
other information required by the Securities Exchange Act of 1934
with the Securities and Exchange Commission. You may read and
copy any of these filed documents at the Securities and Exchange
Commission's public reference room located at 450 Fifth Street,
N.W., Washington, D.C. 20549. Please call the Securities and
Exchange Commission at 1-800-SEC-0330 for further information on
the public reference room. Our Securities and Exchange
Commission filings are also available to the public from the
Securities and Exchange Commission's web site located at
http://www.sec.gov. Copies of these reports, proxy statements
and other information can also be inspected at the offices of the
American Stock Exchange, 86 Trinity Place, New York, New York
10006.
We have filed with the Securities and Exchange Commission a
registration statement on Form S-8 under the Securities Act with
respect to the common stock. This prospectus, which constitutes
a part of that registration statement, does not include all the
information contained in that registration statement and its
exhibits. For further information with respect to us and to the
common stock being offered hereby, you should consult the
registration statement and its exhibits. Statements contained in
this prospectus concerning the provisions of any documents are
necessarily summaries of those documents, and each statement is
qualified in its entirety by reference to the copy of the
document filed with the Securities and Exchange Commission. The
registration statement and any of its amendments, including
exhibits filed as a part of the registration statement or an
amendment to the registration statement, are available for
inspection and copying through the entities listed above.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Securities and Exchange Commission allows us to
"incorporate by reference" the information that we file with it,
which means that we can disclose important information to you by
referring you to the other information we have filed with the
Securities and Exchange Commission. The information that we
incorporate by reference is considered to be part of this
prospectus, and information that we file later with the
Securities and Exchange Commission, as described below, will
automatically update and supersede this information.
12
We incorporate by reference the documents listed below and
any future filings under Sections 13(a), 13(c), 14 or 15(d) of
the Securities Exchange Act from the date of filing such
documents with the Securities and Exchange Commission:
(5) our Annual Report on Form 10-K for the fiscal year ended
March 31, 2003;
(6) our Quarterly Report on Form 10-Q for the quarter ended
December 31, 2003;
(7) our Current Reports on Form 8-K filed on June 6, 2003, July
28, 2003, October 28, 2003 and February 3, 2004, respectively;
and
(8) the description of our Common Stock, par value $0.10 per
share, contained in the Registrant's Registration Statement on
Form 8-A, as amended by Form 8, filed with the Securities and
Exchange Commission on March 2, 1990 (SEC File No. 900-70376) and
including any other amendments of reports filed for the purpose
of updating such description.
The information that we incorporate by reference is
considered to be part of this prospectus, and information that we
file later with the Securities and Exchange Commission will
automatically update and supersede this information.
We will provide to you without charge a copy of any
documents incorporated by reference into this prospectus,
including the exhibits to such documents that we have
specifically incorporated by reference in such documents. You
may request copies by writing to us at Attn: Vice President -
Finance and Administration, Graham Corporation, 20 Florence
Avenue, Batavia, New York 14020 or telephoning us at (585) 343-
2216.
FORWARD-LOOKING STATEMENTS
Certain statements included in or incorporated by reference
into this prospectus are "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995.
Such forward-looking statements, including statements concerning
our expectations, strategic objectives, business prospects,
anticipated economic performance, financial condition and other
similar matters are subject to risks and uncertainties, which
could cause actual results to differ materially from those
discussed in the forward-looking statements. Forward-looking
statements speak only as of the date of the documents in which
they are made. We disclaim any obligation or undertaking to
provide any update or revision to any forward-looking statement
to reflect any change in our expectations or any change in
events, conditions or circumstances on which the forward-looking
statement is based. You should not place undue reliance on
forward-looking statements.
13
RISK FACTORS
Our customers are concentrated in cyclical industries.
Historically, almost all of our revenues have been derived
from sales to companies in the chemical, petrochemical, petroleum
refining, and electrical power generating industries. Companies
in these industries have historically experienced cyclical
periods of contraction and expansion of their plants and
facilities. Currently, in the United States, these industries
are experiencing a protracted cycle of little expansion of
existing facilities. For example, no new major petroleum
refining facilities have been constructed in the United States
for over 20 years. As a result, demand for our products has
increasingly come from the construction of new facilities outside
the United States and from the upgrading of existing facilities
within the United States. While we believe that over the long
run demand for our products will increase, we may not be
successful in our efforts to continue to derive a greater portion
of revenues from outside the United States, or the cyclical
downturn in our customers' industries may continue. In addition,
future export sales may not provide profit levels consistent with
historical profitability.
Our financial results may fluctuate.
Our revenues and operating results can fluctuate
significantly from period to period. Given the relatively high
sale price of our products and variations in profit margins
between our product lines, a limited number of product orders may
account for a substantial portion of our revenues and profits in
any particular period. As a result of these and other factors,
we could experience significant fluctuations in revenues and
operating results in future periods.
Our technology may become obsolete.
We believe that our future success depends, in part, upon
our ability to enhance our existing products as well as develop
and manufacture new products to meet the demands of our
customers. If we fail to introduce new or enhanced products on a
timely or cost-competitive basis, our business could be seriously
harmed.
We operate in a competitive marketplace and rely on a small
number of product lines for a substantial portion of our revenue.
The markets in which we operate are composed of other global
and regional competitors, some of which have greater financial,
engineering, manufacturing or other resources than we do.
Although we believe that we are a leading manufacturer of steam
jet ejectors and round steam surface condensers, we gather a
small percentage of the market share in our other product areas.
We may not be successful in capturing additional market share or
maintaining our current market share. A decline in our sales of
steam jet ejectors could seriously harm our business.
The price of our common stock may decline due to this
offering.
14
Public trading in our common stock is characterized by a
small trading volume. The addition of the shares offered hereby
may create an excess of the supply of shares for sale over the
demand for shares to be purchased, which may in turn lead to a
decline in the price at which our common stock trades.
Our success depends upon retaining the services of our
executive management team.
We are highly dependent on our executive management team.
We expect that our continued success will largely depend upon the
efforts and abilities of members of our executive management
team. The loss of the services of any key executive for any
reason could have a material adverse effect upon us. Our success
also depends upon our ability to identify, develop, and retain
employees. The loss of some of our key employees could seriously
harm our business.
Our corporate structure may discourage takeover attempts.
Our certificate of incorporation and by-laws contain certain
provisions that may discourage potential takeover attempts that
are not negotiated with our board of directors. As a result,
these provisions may have the effect of precluding takeover
attempts that you might otherwise deem to be in your best
interests, or pursuant to which you might otherwise receive a
substantial premium for your shares over market price. These
provisions may also make it more difficult for our stockholders
to acquire majority representation on our board of directors.
These provisions provide, among other things, that:
(1) our board of directors is divided into three classes with
staggered terms, which means that only a portion of our board of
directors may be elected at each annual meeting;
(2) a supermajority vote of our stockholders must be obtained in
order to consummate certain business combinations not approved in
advance by our board of directors, such as our merger or
dissolution;
(3) our board of directors may issue additional shares of common
stock or shares of preferred stock without the approval of our
stockholders (including the issuance of such shares in connection
with our stockholder rights plan);
(4) cumulative voting, whereby a stockholder may cast as many
votes for directors as he or she has shares of stock multiplied
by the number of directors to be elected, is not permitted in
connection with the election of our directors, which may have the
effect of preventing the representation of minority stockholders
on our board of directors; and
(5) only the chairman of our board, the president, or the
secretary at the request of at least seventy-five percent of our
directors can call a special meeting of our stockholders.
Our executive management team may have the ability to
dominate stockholder voting.
15
Our directors and executive officers currently hold or
control the voting of approximately 22.6% of the outstanding
shares of our common stock, either directly or through
participation in employee benefit plans. Management's potential
voting control could, together with additional stockholder
support, defeat stockholder proposals requiring a supermajority
vote. As a result, our management team could preclude or render
more difficult a change in control of our company that certain
stockholders may deem to be in their best interest and may also
have the effect of perpetuating our existing management.
Our remuneration plans and agreements may discourage
takeovers.
Our employment agreements with certain members of our
management team and our stock option plans may provide for
benefits and cash payments in the event of a change in control.
These provisions may have the effect of increasing the cost of
acquiring the company, which may discourage future takeover
attempts.
OUR COMPANY
We were incorporated in 1983 as a Delaware corporation. We
are the successor to Graham Manufacturing Co., Inc., which was
incorporated in 1936. We conduct our business operations in the
United States and the United Kingdom.
Our products function to produce a vacuum or to condense
steam or otherwise transfer heat, or any combination of these
tasks. Our condensers and ejectors accomplish this without any
moving parts and, like our vacuum pumps, are available in all
metals as well as in many non-metallic and corrosion resistant
materials.
Our equipment is used in a wide range of industrial process
applications. Some of these industrial process applications
include: power generation facilities, including fossil fuel
plants and nuclear plants, as well as cogeneration plants and
geothermal power plants that harness naturally occurring thermal
energy; petroleum refineries; chemical plants; pharmaceutical
plants; plastics plants; fertilizer plants; breweries and
titanium plants; liquefied natural gas production; soap
manufacturing; air conditioning systems; food processing plants
and other process industries. Among these industrial process
applications, the principal markets for our products are the
chemical, petrochemical, petroleum refining, and electric power
generating industries.
Our products are sold by a combination of direct company
sales engineers and independent sales representatives located in
over 40 major cities in the United States and abroad.
16
United States operations
Our United States operations consist of our engineering and
manufacturing business in Batavia, New York. We have 252
employees in the United States as of February 28, 2004.
We design and manufacture vacuum and heat transfer equipment
at our Batavia, New York facilities, most of which is custom
built for our customers. Products manufactured at our Batavia
facility include steam jet ejector vacuum systems, surface
condensers for steam turbines, liquid ring vacuum pumps and
compressors and various types of heat exchangers, including
helical coil exchangers marketed under the registered name
"Heliflow"r and plate and frame exchangers.
United Kingdom operations
Our United Kingdom operations are conducted through our
wholly-owned subsidiary, Graham Precision Pumps Limited, which is
based in Congleton, Cheshire, England. Graham Precision Pumps
Limited is wholly-owned by Graham Vacuum & Heat Transfer Limited,
which in turn is wholly-owned by us. Graham Vacuum and Heat
Transfer Limited has no employees. Graham Precision Pumps
Limited employs 57 people in the United Kingdom as of February
28, 2004.
Graham Precision Pumps Limited manufactures vacuum and heat
transfer equipment, most of which is custom built for customers.
Products manufactured in our United Kingdom facility include
liquid ring vacuum pumps, rotary piston pumps, oil sealed rotary
vane pumps, atmospheric air operated ejectors, and complete
vacuum pump systems that are factory assembled with self-
supporting structure.
17
USE OF PROCEEDS
The shares will be offered by certain
individuals who acquire them upon exercise of options granted
under the Plan for their personal accounts. The proceeds from
such sales will be used by them for their personal benefit. We
will not receive any of the proceeds from the sale of such
shares.
SELLING STOCKHOLDERS
The shares offered hereby will be issued to the
selling stockholders upon exercise of options under the 2000
Graham Corporation Incentive Plan to Increase Shareholder Value.
Each selling stockholder is a director or officer of ours, or
both. With respect to each selling stockholder, the table that
follows below sets forth:
the name and principal position or positions held with us
over the past three years;
the number of shares of common stock beneficially owned
prior to this offering;
the number of shares of our common stock offered under this
prospectus;
the number of shares of our common stock beneficially owned
by each selling stockholder following this offering, assuming the
sale in this offering of all shares acquired by the selling
stockholder pursuant to the 2000 Graham Corporation Incentive
Plan to Increase Shareholder Value and registered under the
registration statement of which this prospectus is a part; and
the percentage of the total class of shares of our common
stock (if one percent or more) beneficially owned by each selling
stockholder following this offering, assuming the sale in this
offering of all shares acquired by the selling stockholder
pursuant to the 2000 Graham Corporation Incentive Plan to
Increase Shareholder Value and registered under the registration
statement of which this prospectus is a part.
Beneficial ownership is determined in accordance with the
rules of the Securities and Exchange Commission. We have
calculated the percentage of our common stock beneficially owned
by each selling stockholder based upon the 1,910,450 shares of
our common stock outstanding after this offering.
18
Name Title Number Of Number Of Number Of Percentage of
Shares Shares Offered Shares Shares
Beneficially Pursuant to Beneficially Beneficially
Owned On This Prospectus Owned After Owned After
March 30, This Offering This Offering,
2004 If 1% Or More
-------------------------------------------------------------------------------
Helen H. Director 123,307(1) 4,000 119,307 6.5%
Berkeley
Jerald D. Director 32,250(2) 4,000 28,250 1.5%
Bidlack
Josh Managing 14,340(3) 3,250 11,090 --
Bowmaker Director,
Graham
Precision
Pumps
Limited
William C. Director 3,250(4) 3,250 -0- --
Denninger
Philip S. Director 22,800(2) 4,000 18,800 --
Hill
H. Russell Director 37,000(5) 4,000 33,000 1.7%
Lemcke
James J. Director 3,250(4) 3,250 -0- --
Malvaso
Cornelius Director 22,050(2) 4,000 18,050 --
S. Van Rees
Alvaro Director, 70,644(6) 9,600 61,044 3.2%
Cadena President
and Chief
Executive
Officer
J. Ronald Vice 18,920(7) 3,000 15,920 --
Hansen President-
Finance &
Admini-
stration
and Chief
Financial
Officer
James R. Vice 14,408(8) 3,000 11,408 --
Lines President-
Marketing
& Sales
19
Name Title Number Of Number Of Number Of Percentage of
Shares Shares Offered Shares Shares
Beneficially Pursuant to Beneficially Beneficially
Owned On This Prospectus Owned After Owned After
March 30, This Offering This Offering,
2004 If 1% Or More
-------------------------------------------------------------------------------
Philip Vice 12,932(9) 3,000 9,932 --
Marks President-
Manufact-
uring
Stephen P. Vice 22,555(10) 3,000 19,555 1.2%
Northrup President-
Engineer-
ing
(1) Includes 16,000 shares that may be acquired within 60 days
upon exercise of stock options.
(2) Includes 13,000 shares that may be acquired within 60 days
upon exercise of stock options.
(3) Includes 14,340 shares that may be acquired within 60 days
upon exercise of stock options.
(4) Includes 3,250 shares that may be acquired within 60 days
upon exercise of stock options.
(5) Includes 19,000 shares that may be acquired within 60 days
upon exercise of stock options
(6) Includes 44,515 shares that may be acquired within 60 days
upon exercise of stock options, and 1,687 shares held by our
Employee Stock Ownership Plan trustee and allocated to Mr.
Cadena's account as to which Mr. Cadena has sole voting power but
no dispositive power, except in limited circumstances.
(7) Includes 10,200 shares that may be acquired within 60 days
upon exercise of stock options, and 720 shares held by our
Employee Stock Ownership Plan trustee and allocated to Mr.
Hansen's account as to which Mr. Hansen has sole voting power but
no dispositive power, except in limited circumstances.
(8) Includes 13,200 shares that may be acquired within 60 days
upon exercise of stock options, and 1,114 shares held by our
Employee Stock Ownership Plan trustee and allocated to Mr.
Lines's account as to which Mr. Lines has sole voting power but
no dispositive power, except in limited circumstances.
(9) Includes 12,340 shares that may be acquired within 60 days
upon exercise of stock options, and 592 shares held by our
Employee Stock Ownership Plan trustee and allocated to Mr.
Marks's account as to which Mr. Marks has sole voting power but
no dispositive power, except in limited circumstances.
20
(10) Includes 13,200 shares that may be acquired within 60 days
upon exercise of stock options, and 1,355 shares held by our
Employee Stock Ownership Plan trustee and allocated to Mr.
Northrup's account as to which Mr. Northrup has sole voting power
but no dispositive power, except in limited circumstances.
The address of each selling stockholder is c/o Graham
Corporation, 20 Florence Avenue, Batavia, New York 14020.
PLAN OF DISTRIBUTION
Shares covered by this prospectus may be offered for sale on
the American Stock Exchange where they are listed. They may be
offered from time to time in private transactions. The Company
will not receive any proceeds from such sales.
Each sale may be made either at the market price prevailing
at the time of sale or at a negotiated price. Sales may be made
through brokers or to dealers, and those brokers or dealers may
receive compensation in the form of commissions or discounts not
exceeding those customary in similar transactions. All expenses
of registration incurred in connection with this offering are
being borne by us, but all brokerage commissions and other
expenses incurred by a selling stockholder will be borne by that
selling stockholder.
The selling stockholders and any dealer acting in connection
with the offering or any broker executing a sell order on behalf
of a selling stockholder may be deemed to be "underwriters"
within the meaning of the Securities Act, in which event any
profit on the sale of shares by a selling stockholder and any
commissions or discounts received by any broker or dealer may be
deemed to be underwriting compensation under the Securities Act.
In addition, any broker or dealer may be required to deliver a
copy of this prospectus to any person who purchases any of the
shares from or through the broker or dealer.
In order to comply with the securities laws of certain
states, if applicable, the shares will be sold only through
registered or licensed brokers or dealers. Sales of common stock
must also be made by the selling stockholders in compliance with
all other applicable securities laws and regulations.
EXPERTS
The consolidated financial statements and the related
financial statement schedule incorporated in this prospectus by
reference from the Company's Annual Report on Form 10-K for the
year ended March 31, 2003 have been audited by Deloitte & Touche
LLP, independent auditors, as stated in their reports, which are
incorporated in this prospectus by reference, and have been so
incorporated in reliance upon the reports of such firm given upon
their authority as experts in accounting and auditing.
21
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 Post-Effective Amendment to the
Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Batavia,
State of New York, on this 30th day of March, 2004.
GRAHAM CORPORATION
By: /s/ Alvaro Cadena
_________________
President and Chief
Executive Officer
Power of Attorney
Know all men by this presents, that each person whose
signature appears below constitutes and appoints Alvaro Cadena
and William A. Smith, Jr., and each of them, his or her true and
lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him or her and in his or her
name, place and stead, in any and all capacities, to sign any and
all amendments (including post-effective amendments) to this
Registration Statement, and to file the same, will all exhibits
thereto, and other documents in connection therewith, 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 such and every act and thing requisite and
necessary to be done, as fully to all intents and purposes as he
or she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of
them, or his or her substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
22
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.
Signature Title Date
/s/Alvaro Cadena Director, President and Chief March 30, 2004
---------------- Executive Officer (Principal
Alvaro Cadena Executive Officer)
/s/J. Ronald Hansen Vice President - Finance & March 30, 2004
------------------- Administration and
J. Ronald Hansen Chief Financial Officer
(Principal Financial Officer)
/s/Jerald D. Bidlack Director and Chairman of the March 30, 2004
-------------------- Board
Jerald D. Bidlack
/s/Helen H. Berkeley Director March 30, 2004
--------------------
Helen H. Berkeley
/s/William C. Denninger Director March 30, 2004
-----------------------
William C. Denninger
/s/Philip S. Hill Director March 30, 2004
-----------------
Philip S. Hill
/s/H. Russel Lemcke Director March 30, 2004
-------------------
H. Russel Lemcke
/s/James J. Malvaso Director March 30, 2004
-------------------
James J. Malvaso
/s/Cornelius S. Van Rees Director and Secretary March 30, 2004
------------------------
Cornelius S. Van Rees
23
INDEX TO EXHIBITS
4.1 Certificate of Incorporation of Graham Corporation,
as amended, incorporated by reference to Exhibit 3(a)
to the Registrant's Annual Report on Form 10-K for
the fiscal year ended December 31, 1989 (SEC File No.
900-46589), filed with the Securities and Exchange
Commission pursuant to the Securities Exchange Act.
4.2 By-Laws of Graham Corporation, incorporated by
reference to Exhibit 3.2(ii) to the Registrant's
Quarterly Report on Form 10-Q for the fiscal quarter
ended September 30, 2003 (SEC File No. 001-08462),
filed with the Securities and Exchange Commission
pursuant to the Securities Exchange Act.
4.3 2000 Graham Corporation Incentive Plan to Increase
Shareholder Value, incorporated by reference to
Appendix A to the Registrant's Proxy Statement dated
June 29, 2001 for its 2001 Annual Meeting of
Stockholders held on July 26, 2001, filed with the
Securities and Exchange Commission pursuant to the
Securities Exchange Act.
*5.1 Opinion of Counsel as to legality of securities being
registered
*23.1 Consent of Counsel (contained in Exhibit 5)
*23.2 Consent of Deloitte & Touche LLP
*24 Power of Attorney (included in the signature pages to
the Registration Statement).
* Exhibits filed with this Post-Effective Amendment No. 1