As filed with the Securities and Exchange Commission on December 19, 2003
Registration No. 333-34992
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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
____________________
FRANKLIN ELECTRIC CO., INC.
(Exact name of registrant as specified in its charter)
INDIANA 35-0827455
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
400 EAST SPRING STREET
BLUFFTON, INDIANA 46714
(Address of principal executive offices)
FRANKLIN ELECTRIC CO., INC. AMENDED AND RESTATED
1996 NONEMPLOYEE DIRECTOR STOCK OPTION PLAN
(Full title of the plan)
GREGG C. SENGSTACK
SENIOR VICE PRESIDENT, CHIEF FINANCIAL OFFICER AND SECRETARY
FRANKLIN ELECTRIC CO., INC.
400 EAST SPRING STREET
BLUFFTON, INDIANA 46714
(260) 824-2900
(Name, address and telephone number, including area code,
of agent for service)
WITH A COPY TO:
ROBERT J. REGAN
SCHIFF HARDIN & WAITE
6600 SEARS TOWER
CHICAGO, ILLINOIS 60606-6473
(312) 258-5500
____________________
EXPLANATORY NOTE
Franklin Electric Co., Inc. (the "Registrant") filed a
Registration Statement on Form S-8 on April 18, 2000 (File No. 333-
34992) which registered 210,000 shares of Common Stock, par value $.10
per share ("Common Stock"), of the Registrant for issuance pursuant to
the Franklin Electric Co., Inc. Amended and Restated 1996 Nonemployee
Director Stock Option Plan (the "Plan"). As adjusted to reflect a
two-for-one stock split on March 22, 2002, there currently are 334,000
shares of Common Stock available for issuance.
On December 13, 2002, the Registrant s Board of Directors
approved, subject to shareholder approval, the merger of the Plan with
and into the Franklin Electric Co., Inc. 1996 Employee Stock Option
Plan (the "Option Plan"). The merger was approved by the Registrant s
shareholders at its annual meeting of shareholders on April 25, 2003.
No future awards will be made under the Plan.
This Post-Effective Amendment No. 1 to the Registration Statement
is filed to deregister the 334,000 shares of Common Stock previously
registered. The 334,000 shares deregistered by this Post-Effective
Amendment No. 1 are concurrently being registered on a registration
statement on Form S-8 for the Option Plan, and the associated
registration fee paid by the Registrant to register these shares is
being carried forward and applied to the registration fee necessary to
register these shares under the Option Plan.
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 a Post-Effective Amendment
No. 1 to Form S-8 Registration Statement and has duly caused this
Post-Effective Amendment to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Bluffton, State
of Indiana on this 17th day of December, 2003.
FRANKLIN ELECTRIC CO., INC.
By: /s/ R. Scott Trumbull
----------------------------------
R. Scott Trumbull
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to Form S-8 Registration Statement has
been signed by the following persons in the capacities and on the date
indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ R. Scott Trumbull Chairman of the Board and December 17, 2003
------------------------------------ Chief Executive Officer
R. Scott Trumbull (Principal Executive Officer)
/s/ Gregg C. Sengstack Senior Vice President, Chief December 17, 2003
------------------------------------ Financial Officer and Secretary
Gregg C. Sengstack (Principal Financial and
Accounting Officer)
/s/ Jerome D. Brady* Director December 17, 2003
-----------------------------------
Jerome D. Brady
/s/ Robert H. Little* Director December 17, 2003
-----------------------------------
Robert H. Little
/s/ Patricia Schaefer* Director December 17, 2003
-----------------------------------
Patricia Schaefer
/s/ Donald J. Schneider* Director December 17, 2003
-----------------------------------
Donald J. Schneider
/s/ Howard B. Witt* Director December 17, 2003
-----------------------------------
Howard B. Witt
*By:/s/ Gregg C. Sengstack
-------------------------------
Gregg C. Sengstack
Attorney-In-Fact