As filed with the Securities and Exchange Commission on December 19,
2003
Registration No. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
FRANKLIN ELECTRIC CO., INC.
(Exact name of registrant as specified in its charter)
DELAWARE 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. STOCK OPTION PLAN
(F/K/A FRANKLIN ELECTRIC CO., INC. 1996 EMPLOYEE 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
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CALCULATION OF REGISTRATION FEE
PROPOSED PROPOSED
TITLE OF SECURITIES TO BE AMOUNT MAXIMUM MAXIMUM AMOUNT OF
REGISTERED TO BE OFFERING AGGREGATE REGISTRATION
REGISTERED PRICE PER SHARE OFFERING FEE (1)(2)
(1)(2)(3) (1)(2) PRICE (1)(2)
Common Stock, par value
$.10 per share, including 334,000 $59.40 $19,839,600 N/A
related Common Stock Purchase
Rights
(1) The 334,000 shares being registered under the Franklin Electric Co., Inc. Stock Option Plan (the
Plan) were previously registered on a registration statement on Form S-8 (File No. 333-34992) and
remained unissued under the Franklin Electric Co., Inc. Amended and Restated 1996 Nonemployee
Director Stock Option Plan (the Nonemployee Director Plan). As explained below, the Nonemployee
Director Plan was merged with and into the Plan on April 25, 2003. The Registrant had paid a
registration fee of $3,700.62 for the shares covered by the registration statement for the
Nonemployee Director Plan, of which $2,942.81 relates to the 334,000 unissued shares. The Registrant
is concurrently filing a post-effective amendment to that registration statement to deregister the
334,000 shares, and is hereby carrying forward those shares and the associated registration fee
previously paid with respect to those shares to this Registration Statement. Because the filing fee
being carried forward exceeds the filing fee calculated for this Registration Statement ($1,605.02),
no additional filing fee is being paid at this time.
(2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) under
the Securities Act of 1933, as amended, on the basis of $59.40 per share, the average of the high and
low sales prices of the Common Stock reported on the National Association of Securities Dealers
Automated Quotation System on December 12, 2003, with respect to 334,000 shares. Because the filing
fee being carried over as described above in Note 1 exceeds the filing fee calculated under this
Restriction Statement, no additional fee is due with respect to this Registration Statement.
(3) Pursuant to Rule 416 of the Securities Act of 1933, as amended, this Registration Statement shall
also cover any additional shares of Common Stock which become issuable under the Plan by reason of
any stock dividend, stock split, recapitalization or any other similar transaction effected without
the receipt of consideration which results in an increase in the number of the outstanding shares of
Common Stock.
EXPLANATORY NOTE
The Nonemployee Director Plan was merged with and into the
Franklin Electric Co., Inc. 1996 Employee Stock Option Plan, effective
April 25, 2003. In connection therewith, the name of the merged plan
was changed to the "Franklin Electric Co., Inc. Stock Option Plan."
STATEMENT PURSUANT TO GENERAL INSTRUCTION E
OF FORM S-8 "REGISTRATION OF ADDITIONAL SECURITIES"
The contents of the Registration Statement on Form S-8 (File No.
333-01959), filed by the Registrant with the Securities and Exchange
Commission on March 26, 1996, registering shares of its Common Stock,
par value $0.10 per share issuable under the Franklin Electric Co.,
Inc. 1996 Employee Stock Option Plan (which, as explained above, is
now known as the Franklin Electric Co., Inc. Stock Option Plan), are
hereby incorporated by reference. SEE footnote (1) above with respect
to 334,000 shares carried forward to this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
All information required in this Registration Statement (other
than the exhibits and the signature page) is set forth in the
Registration Statement on Form S-8 (File No. 333-01959), as described
above, and is incorporated herein by reference.
ITEM 8. EXHIBITS.
The exhibits filed herewith or incorporated by reference herein
are set forth in the Exhibit Index filed as part of this registration
statement.
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 registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Bluffton, State
of Indiana, on this 12th day of December, 2003.
FRANKLIN ELECTRIC CO., INC.
By: /s/ R. Scott Trumbull
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R. Scott Trumbull
Chairman of the Board and
Chief Executive Officer
Each person whose signature appears below appoints each of R.
Scott Trumbull and Gregg C. Sengstack as such person's true and lawful
attorney to execute in the name of each such person, and to file, any
amendments to this registration statement that such attorney deems
necessary or desirable to enable the Registrant to comply with the
Securities Act of 1933, and any rules, regulations, and requirements
of the Commission with respect thereto, in connection with the
registration of the shares of Common Stock (and the related Common
Stock Purchase Rights attached thereto) that are subject to this
registration statement, which amendments may make such changes in such
registration statement as the above-named attorneys deem appropriate,
and to comply with the undertakings of the Registrant made in
connection with this registration statement, and each of the
undersigned hereby ratifies all that said attorneys will 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 by the following persons in the
capacities and on the date indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ R. Scott Trumbull Chairman of the Board December 12, 2003
------------------------ and Chief Executive
R. Scott Trumbull Officer
(Principal Executive
Officer)
/s/ Gregg C. Sengstack Senior Vice President December 12, 2003
------------------------ Financial Officer and
Gregg C. Sengstack Secretary
(Principal Financial and
Accounting Officer)
/s/ Jerome D. Brady Director December 12, 2003
-----------------------
Jerome D. Brady
/s/ David A. Roberts Director December 16, 2003
-----------------------
David A. Roberts
/s/ Robert H. Little Director December 12, 2003
-----------------------
Robert H. Little
/s/ Patricia Schaefer Director December 12, 2003
-----------------------
Patricia Schaefer
/s/ Donald J. Schneider Director December 12, 2003
-----------------------
Donald J. Schneider
/s/ Howard B. Witt Director December 12, 2003
---------------------
Howard B. Witt
EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBIT
------- -------
4.1 Amended and Restated Articles of Incorporation of
Franklin Electric Co, Inc. (incorporated herein by
reference to the Company's Form 10-Q for the
quarter ended April 3, 1999)
4.2 By-laws of Franklin Electric Co., Inc. as amended
to date (incorporated herein by reference to the
Company's Form 10-K for the year ended December
28, 2002)
4.3 Rights Agreement dated as of October 15, 1999
between Franklin Electric Co., Inc. and Illinois
Stock Transfer Company (incorporated herein by
reference to the Company's registration statement
on Form 8-A dated October 15, 1999)
5 Opinion of Schiff Hardin & Waite
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Schiff Hardin & Waite (contained in its
opinion filed herein as Exhibit 5)
24 Powers of Attorney (as set forth in the signature
pages hereto)