As filed with the Securities and Exchange Commission on May 12, 2005
Registration No. 333-_____
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UNITED STATES
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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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. STOCK PLAN
(F/K/A FRANKLIN ELECTRIC CO., INC.
KEY EMPLOYEE PERFORMANCE INCENTIVE STOCK PLAN)
(Full title of the plan)
GREGG C. SENGSTACK
SENIOR VICE PRESIDENT, CHIEF FINANCIAL OFFICER & SECRETARY
FRANKLIN ELECTRIC CO., INC.
400 EAST SPRING STREET
BLUFFTON, INDIANA 46714
(Name and address of agent for service)
(260) 824-2900
(Telephone number, including area code, of agent for service)
WITH A COPY TO:
ROBERT J. REGAN
SCHIFF HARDIN LLP
6600 SEARS TOWER
CHICAGO, ILLINOIS 60606-6473
(312) 258-5606
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CALCULATION OF REGISTRATION FEE
PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES AMOUNT TO BE OFFERING AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED PRICE PER SHARE(1) OFFERING PRICE(1) FEE
---------------- ---------- ------------------ ----------------- ------------
Common Stock, par value $.10 per
share, (including related Common 916,300(2) $37.31 $34,242,131 $4,031
Stock Purchase Rights)
(1) Estimated solely for the purpose of calculating the registration
fee pursuant to Rule 457(h) under the Securities Act of 1933, as
amended, based on 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 May 9, 2005.
(2) Pursuant to Rule 416 of the Securities Act of 1933, this
Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the Plan pursuant to
this Registration Statement 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 Registrant's outstanding shares of
Common Stock.
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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.
333-34994), filed by the Registrant with the Securities and Exchange
Commission on April 17, 2000, registering shares of its Common Stock,
par value $0.10 per share, issuable under the Plan (which was formerly
named the Franklin Electric Co., Inc. Key Employee Performance
Incentive Stock Plan), are hereby incorporated by reference.
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. 333-34994), 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.
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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 29th day of April, 2005.
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 and April 29, 2005
----------------------- Chief Executive Officer
R. Scott Trumbull (Principal Executive Officer)
/s/ Gregg C. Sengstack Senior Vice President, Chief April 29, 2005
----------------------- Financial Officer and
Gregg C. Sengstack Secretary (Principal Financial
and Accounting Officer)
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/s/ Jerome D. Brady Director April 29, 2005
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Jerome D. Brady
/s/ Diana S. Ferguson Director April 29, 2005
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Diana S. Ferguson
/s/ Robert H. Little Director April 29, 2005
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Robert H. Little
/s/ David A. Roberts Director April 29, 2005
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David A. Roberts
Director
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Donald J. Schneider
Director
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David M. Wathen
/s/ Howard B. Witt Director April 29, 2005
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Howard B. Witt
Director
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Thomas L. Young
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EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBIT
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4 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 LLP
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Schiff Hardin LLP (contained in its opinion
filed herein as Exhibit 5)
24 Powers of Attorney (as set forth in the signature pages
hereto)
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