As filed with the Securities and Exchange Commission on August 30, 2004.
Registration No. 333-___________
FORM S-8
THE TIMKEN COMPANY
| Ohio (State or other jurisdiction of incorporation or organization) |
34-0577130 (I.R.S. Employer Identification No.) |
MPB EMPLOYEES’ SAVINGS PLAN
Scott A. Scherff
Corporate Secretary and Assistant General Counsel
1835 Dueber Avenue, S.W.
Canton, Ohio 44706-2798
(Name and address of agent for service)
(330) 438-3000
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
| Proposed | Proposed | |||||||||||||||
| Title of | Maximum | Maximum | ||||||||||||||
| Securities | Amount | Offering | Aggregate | Amount of | ||||||||||||
| to be | to be | Price Per | Offering | Registration | ||||||||||||
| Registered (1) |
Registered |
Share |
Price (2) (3) |
Fee |
||||||||||||
Common Stock
without par value |
100,000 shares | $ | 23.99 | $ | 2,399,000.00 | $ | 304.00 | |||||||||
| (1) | Pursuant to Rule 416(c) under the Securities Act of 1933, this registration statement also covers an indeterminate amount of interests to be offered pursuant to the MPB Employees’ Savings Plan (the “Plan”). | |||
| (2) | Estimated pursuant to paragraphs (c) and (h) of Rule 457 under the Securities Act on the basis of the average of the high and low sale prices for Common Stock on the New York Stock Exchange on August 24, 2004. | |||
| (3) | Estimated solely for purposes of determining the registration fee. | |||
| Item 8. Exhibits | ||||||||
| SIGNATURES | ||||||||
| EXHIBIT INDEX | ||||||||
| EX-4(C) THE MPB EMPLOYEES' SAVINGS PLAN | ||||||||
| EX-5 OPINION OF COUNSEL | ||||||||
| EX-23(A) CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | ||||||||
| EX-24 POWER OF ATTORNEY | ||||||||
Pursuant to General Instruction E to Form S-8, the contents of Registration Statement No. 333-66907 filed with the Securities and Exchange Commission (the “Commission”) on November 6, 1998, are incorporated herein by reference. This registration statement on Form S-8 is filed for the purpose of registering an additional 100,000 Common Shares of the Registrant under the Plan.
Item 8. Exhibits.
The following Exhibits are being filed as part of this registration statement:
4(a)
|
Amended Articles of Incorporation of the Registrant (filed as an exhibit to the Registrant’s Form S-8 Registration Statement No. 333-02553 and incorporated herein by reference). | |
(b)
|
Amended Code of Regulations of the Registrant (filed as an exhibit to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 1992, (File No. 1-1169) and incorporated herein by reference). | |
(c)
|
The MPB Employees’ Savings Plan. | |
5
|
Opinion of Counsel. | |
23(a)
|
Consent of Independent Registered Public Accounting Firm. | |
23(b)
|
Consent of Counsel (included in Exhibit 5). | |
24
|
Power of Attorney. |
The Registrant will submit or has submitted the Plan and any amendments thereto to the Internal Revenue Service (“IRS”) in a timely manner and has made or will make all changes required by the IRS in order to qualify the Plan.
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this registration statement 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 Canton, State of Ohio, on this 30th day of August 2004.
| THE TIMKEN COMPANY |
||||
| By: | /s/Scott A. Scherff | |||
| Scott A. Scherff | ||||
| Corporate Secretary and Assistant General Counsel | ||||
2
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature |
Title |
Date |
||
*
|
President, Chief Executive Officer and | August 30, 2004 | ||
| Director (Principal Executive Officer) | ||||
James W. Griffith |
||||
*
|
Executive Vice President — Finance and | August 30, 2004 | ||
| Administration (Principal Financial Officer) | ||||
Glenn A. Eisenberg |
||||
*
|
Senior Vice President — Finance and Controller | August 30, 2004 | ||
| (Principal Accounting Officer) | ||||
Sallie B. Bailey |
||||
*
|
Director | August 30, 2004 | ||
W.R. Timken, Jr. |
||||
| Director | ||||
Jerry J. Jasinowski |
||||
*
|
Director | August 30, 2004 | ||
John A. Luke, Jr. |
||||
*
|
Director | August 30, 2004 | ||
Robert W. Mahoney |
||||
*
|
Director | August 30, 2004 | ||
Jay A. Precourt |
||||
*
|
Director | August 30, 2004 | ||
Joseph W. Ralston |
||||
*
|
Director | August 30, 2004 | ||
Frank C. Sullivan |
||||
*
|
Director | August 30, 2004 | ||
John M. Timken, Jr. |
||||
*
|
Director | August 30, 2004 | ||
Ward J. Timken |
||||
*
|
Director | August 30, 2004 | ||
Ward J. Timken, Jr. |
||||
* |
Director | August 30, 2004 | ||
Joseph F. Toot, Jr. |
3
| Signature |
Title |
Date |
||
*
|
Director | August 30, 2004 | ||
Jacqueline F. Woods |
| * | This Registration Statement has been signed on behalf of the above-named directors and officers of the Company by Scott A. Scherff, Corporate Secretary and Assistant General Counsel of the Company, as attorney-in-fact pursuant to a power of attorney filed with the Securities and Exchange Commission as Exhibit 24 to this registration statement. |
| DATED: August 30, 2004 | By: | /s/ Scott A. Scherff | ||
| Scott A. Scherff, Attorney-in-Fact | ||||
The Plan. Pursuant to the requirements of the Securities Act of 1933, the Plan has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Canton, State of Ohio, on this 30th day of August 2004.
| MPB EMPLOYEES’ SAVINGS PLAN |
||||
| By: | /s/ Scott A. Scherff | |||
| Scott A. Scherff, Corporate Secretary and | ||||
| Assistant General Counsel | ||||
4
EXHIBIT INDEX
| Exhibit | ||
| Number |
Exhibit Description |
|
4(a)
|
Amended Articles of Incorporation of the Registrant (filed as an exhibit to the Registrant’s Form S-8 Registration Statement No. 333-02553 and incorporated herein by reference). | |
(b)
|
Amended Code of Regulations of the Registrant (filed as an exhibit to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 1992, (File No. 1-1169) and incorporated herein by reference). | |
(c)
|
The MPB Employees’ Savings Plan. | |
5
|
Opinion of Counsel. | |
23(a)
|
Consent of Independent Registered Public Accounting Firm. | |
23(b)
|
Consent of Counsel (included in Exhibit 5). | |
24
|
Power of Attorney. |
5