As filed with the Securities and
Exchange Commission on June 14, 2001 Registration No.
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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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Graco Inc.
(Exact name of registrant as specified in its charter)
Minnesota 41-0285640
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
88-11th Avenue N.E.
Minneapolis, Minnesota 55413-1894
(Address of principal executive offices) (Zip Code)
Graco Inc.
Stock Incentive Plan
(Full title of the plan)
Robert M. Mattison
V. P., General Counsel & Secretary
88-11th Avenue N.E.
Minneapolis, Minnesota 55413-1894
(Name and address of agent for service)
(612) 623-6664
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
Proposed Proposed
maximum maximum
Title of Amount offering aggregate Amount of
securities to be price per offering registration
being registered registered share (1) price (1) fee
Common Stock
($1.00 par value) 1,500,000 shares $31.315 $46,972,500 $11,743.13
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(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c)and 457 (h)(1), based upon the average of the
high and low prices of the Common Stock as reported on the New York Stock
Exchange on June 12, 2001.
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PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which have been filed by Graco Inc. (the
"Company") with the Securities and Exchange Commission, are incorporated by
reference in this Registration Statement, as of their respective dates:
(a) the Company's Annual Report on Form 10-K for the fiscal year ended
December 29, 2000;
(b) the Company's Report on Form 10-Q for the thirteen weeks ending
March 30, 2001 and the Company's Report on Form 10-Q/A for the thirteen
weeks ending March 30, 2001; and
(c) the description of the Company's Common Stock, par value $1.00 per
share, contained in any registration statement or report filed under the
Securities Exchange Act of 1934, including any amendment or report filed
for the purpose of updating such description.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act of 1934, as amended, subsequent to
the date hereof and prior to the filing of a post-effective amendment to this
Registration Statement which indicates that all securities offered hereby have
been sold or which deregisters all securities remaining unsold, shall be deemed
to be incorporated by reference herein and to be a part hereof from the
respective dates of filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 302A.521 of the Minnesota Statutes requires, except as limited
in the Articles of Incorporation or Bylaws of the Company, among other things,
the indemnification of persons made or threatened to be made a party to a
proceeding by reason of acts or omissions performed in their official capacity
as an officer, director, employee or agent of the corporation against judgments,
penalties and fines (including attorneys' fees) if such person is not otherwise
indemnified, acted in good faith, received no improper benefit, believed that
such conduct was in the best interests of the corporation, and, in the case of
criminal proceedings, had no reason to believe the conduct was unlawful. In
addition, Section 302A.521, subd. 3, requires payment by the corporation, upon
written request, of reasonable expenses in advance of final disposition in
certain instances. A decision as to required indemnification is made by a
disinterested majority of the Board of Directors present at a meeting at which a
disinterested quorum is present, or by a designated committee of the Board, by
special legal counsel, by the shareholders or by a court.
The Bylaws of the Company provide that the Company shall indemnify
officers and directors, for such liabilities, in such manner, under such
circumstances, and to such extent as permitted by Section 302A.521, as now
enacted or hereafter amended. This indemnification may include indemnifica-
tion for liabilities arising under the Securities Act of 1933.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
4.1 Restated Articles of Incorporation of Graco Inc., as amended
December 8, 2000 (incorporated by reference to Exhibit 3.1 to the
Company's Annual Report on Form 10-K for the fiscal year ended
December 29, 2000)
4.2 Rights Agreement dated as of February 25, 2000, between the
Company and Norwest Bank Minnesota, National Association, as
Rights Agent, including as Exhibit A the form of the Certificate
of Designation, Preferences and Rights of Series A Junior
Participating Preferred Shares. (Incorporated by reference to
Exhibit 4 to the Company's Report on Form 8-K dated February 25,
2000)
4.3 Credit Agreement dated July 2, 1998, between the Company and U.S.
Bank National Association, as Agent for a combination of
banks. (Incorporated by reference to Exhibit 4 to the Company's
Report on Form 10-Q for the thirty-nine weeks ended September 25,
1998)
4.4 Amendment dated August 31, 1999 to Credit Agreement dated June
26, 1998 between the Company and Wachovia Bank, N.A.
(Incorporated by reference to Exhibit 4 to the Company's Report
on Form 10-Q for the thirty-nine weeks ended September 24, 1999)
5.1 Opinion of Robert M. Mattison, Vice President, General Counsel
and Secretary of Graco Inc., regarding legality
23.1 Consent of Deloitte & Touche LLP, independent auditors
23.2 Consent of Robert M. Mattison, Vice President, General Counsel
and Secretary of Graco Inc. (included in Exhibit 5.1 above)
24.1 Power of Attorney
Item 9. Undertakings.
A. Post-Effective Amendments.
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:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the 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 the 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 is registered) and 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 a 20% change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration
statement;
(iii)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;
provided, however, that paragraphs (i) and (ii) above will not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference 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. Subsequent Documents Incorporated by Reference.
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 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.
C. Claims for Indemnification.
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 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 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 other 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 Act and will be governed by the final
adjudication of such issue.
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 Minneapolis, State of Minnesota on the 15th day of
June, 2001.
Graco Inc.
By: /s/ Robert M. Mattison
Robert M. Mattison
Vice President, General Counsel
and Secretary
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.
/s/ George Aristides Chief Executive Officer
George Aristides (Principal Executive Officer)
/s/ Mark W. Sheahan Vice President and Treasurer
Mark W. Sheahan (Principal Financial Officer)
/s/ James A. Graner Vice President and Controller
James A. Graner (Principal Accounting Officer)
David A. Koch Director, Chairman Emeritus
George Aristides Director, Chairman of the Board and Chief
Executive Officer
Ronald O. Baukol Director
Robert G. Bohn Director
William J. Carroll Director
Kevin J. Gilligan Director
Lee R. Mitau Director
James H. Moar Director
Martha A.M. Morfitt Director
Mark Rauenhorst Director
William G. Van Dyke Director
George Aristides, by signing his name hereto, does hereby sign this document on
behalf of himself and each of the above named directors of the Registrant
pursuant to powers of attorney duly executed by such persons (set forth in
Exhibit 24.1 to this Registration Statement).
/s/ George Aristides
George Aristides
(For himself and as attorney-in-fact)
Dated: June 15, 2001
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EXHIBIT INDEX
Exhibit Page
4.1 Restated Articles of Incorporation of Graco Inc.,
as amended December 8, 2000 (incorporated by reference
to Exhibit 3.1 to the Company's Annual Report on
Form 10-K for the fiscal year ended December 29, 2000)
4.2 Rights Agreement dated as of February 25, 2000,
between the Company and Norwest Bank Minnesota, National
Association, as Rights Agent, including as Exhibit A the
form of the Certificate of Designation, Preferences and
Rights of Series A Junior Participating Preferred Shares.
(Incorporated by reference to Exhibit 4 to the Company's
Report on Form 8-K dated February 25, 2000)
4.3 Credit Agreement dated July 2, 1998, between the Company
and U.S. Bank National Association, as Agent for a
combination of banks. (Incorporated by reference to Exhibit
4 to the Company's Report on Form 10-Q for the thirty-nine
weeks ended September 25, 1998)
4.4 Amendment dated August 31, 1999 to Credit Agreement dated
June 26, 1998 between the Company and Wachovia Bank, N.A.
(Incorporated by reference to Exhibit 4 to the Company's
Report on Form 10-Q for the thirty-nine weeks ended
September 24, 1999)
5.1 Opinion of Robert M. Mattison regarding legality 6
23.1 Consent of Deloitte & Touche LLP, independent auditors 7
23.2 Consent of Robert M. Mattison (included in Exhibit 5.1) 6
24.1 Power of Attorney 8
Exhibit 5.1
June 8, 2001
Graco Inc.
88-11th Avenue N.E.
Minneapolis, Minnesota 55413-1894
To Whom it May Concern:
I am a member of the bar of the State of Minnesota and Vice President, General
Counsel and Secretary of Graco Inc. (the "Company"). Reference is made to the
Registration Statement on Form S-8 that the Company intends to file with the
Securities and Exchange Commission pursuant to the Securities Act of 1933, as
amended, for the purpose of registering 1,500,000 shares of Common Stock, $1.00
par value, of the Company, to be issued to employees, officers and non-employee
directors of the Company pursuant to the Graco Inc. Stock Incentive Plan (the
"Plan"). I have examined such documents and have reviewed such questions of law
as I have considered necessary and appropriate for the purposes of this opinion.
I am of the opinion that the shares of Common Stock to be issued upon exercise
of stock options granted pursuant to the Plan, will be legally issued, fully
paid and nonassessable, provided (i) the value received by the Company is at
least equal to the par value of the shares of Common Stock and (ii) the
Registration Statement shall have become effective under the Securities Act of
1933, as amended.
I consent to the use of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
/s/ Robert M. Mattison
Robert M. Mattison
Vice President, General Counsel
and Secretary
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Graco Inc. on Form S-8 of our report dated January 22, 2001, appearing in the
Annual Report on Form 10-K of Graco Inc. for the year ended December 29, 2000.
/s/Deloitte & Toucke LLP
Deloitte & Touche LLP
Minneapolis, Minnesota
June 15, 2001
Exhibit 24.1
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints George Aristides his or her true and
lawful attorney-in-fact and agent with full powers of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to execute a Registration Statement on Form S-8 to be filed
under the Securities Act of 1933 for the registration of 1,500,000 shares of
Common Stock of Graco Inc. under the Graco Inc. Stock Incentive Plan and any and
all post-effective amendments thereto, and to file such registration statement,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent, full power and authority to do and perform to all intents and purposes as
he or she might or could do in person, hereby ratifying and confirming all that
said attorney-in-fact and agent, or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
In witness whereof, this Power of Attorney has been signed by the following
persons on the date indicated.
Date
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/S/ GEORGE ARISTIDES June 15, 2001
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G. Aristides
/S/ RONALD O. BAUKOL June 15, 2001
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R. O. Baukol
/S/ ROBERT G. BOHN June 15, 2001
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R. G. Bohn
/S/ WILLIAM J. CARROLL June 15, 2001
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W. J. Carroll
/S/ J. KEVIN GILLIGAN June 15, 2001
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J. K. Gilligan
/S/ DAVID A. KOCH June 15, 2001
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D. A. Koch
/S/ LEE R. MITAU June 15, 2001
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L. R. Mitau
/S/ JAMES H. MOAR June 15, 2001
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J. H. Moar
/S/ MARTHA A.M. MORFITT June 15, 2001
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M. A.M. Morfitt
/S/ MARK H. RAUNEHORST June 15, 2001
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M. H. Rauenhorst
/S/ WILLIAM G. VAN DYKE June 15, 2001
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W. G. Van Dyke