As filed with the Securities and Exchange Commission on March 5, 2009.

Registration No. 333-                    

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM S-8

REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

THE TIMKEN COMPANY

(Exact name of registrant as specified in its charter)

Ohio (State or other jurisdiction of incorporation or organization)		34-0577130 (I.R.S. Employer Identification No.)

1835 Dueber Avenue, S.W., Canton, Ohio 44706-2798
(Address of principal executive offices including zip code)

THE HOURLY PENSION INVESTMENT PLAN
(Full title of the 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)

     Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer þ		Accelerated filer o		Non-accelerated filer   o (Do not check if a smaller reporting company)		Smaller reporting company o

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

Registered(1)

Share (2)

Price (2)

Fee

Common Stock, without par value

500,000 shares

$11.77

$5,885,000

$232.00

(1)

Pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers an indeterminate amount of interests to be offered or sold pursuant to The Hourly Pension Investment Plan (the “Plan”).

(2)

Estimated solely for calculating the amount of the registration fee, pursuant to paragraphs (c) and (h) of Rule 457 of the General Rules and Regulations under the Securities Act, on the basis of the average of the high and low sale prices of such securities on the New York Stock Exchange on March 2, 2009, within five business days prior to filing.

 

 

     Pursuant to General Instruction E to Form S-8, the contents of Registration Statement No. 333-108840, filed with the Securities and Exchange Commission (the “Commission”) on September 16, 2003, Registration Statement No. 333-35152, filed with the Commission on April 19, 2000, and Registration Statement No. 333-66921, filed with 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 500,000 shares of Common Stock, without par value (“Common Stock”), of The Timken Company, an Ohio corporation (the “Registrant”), under the Plan.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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).
			4	(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).
			4	(c)		The Hourly Pension Investment Plan, as amended (the “Plan”) (filed as an exhibit to the Registrant’s Form S-8 Registration Statement No. 333-35152 and incorporated herein by reference).
			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.

SIGNATURES

     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 5^th day of March 2009.

     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 Director		March 5, 2009
James W. Griffith		(Principal Executive Officer)
*		Executive Vice President — Finance and		March 5, 2009
Glenn A. Eisenberg		Administration (Principal Financial Officer)
*		Senior Vice President — Finance and Controller		March 5, 2009
J. Theodore Mihaila		(Principal Accounting Officer)
*		Director		March 5, 2009
Philip R. Cox
*		Director		March 5, 2009
Jerry J. Jasinowski
*		Director		March 5, 2009
John A. Luke, Jr.
*		Director		March 5, 2009
Robert W. Mahoney
*		Director		March 5, 2009
Joseph W. Ralston
*		Director		March 5, 2009
John R. Reilly
*		Director		March 5, 2009
Frank C. Sullivan

Signature		Title		Date
*		Director		March 5, 2009
John M. Timken, Jr.
*		Director		March 5, 2009
Ward J. Timken
*		Director		March 5, 2009
Ward J. Timken, Jr.
*		Director		March 5, 2009
Joseph F. Toot, Jr.
*		Director		March 5, 2009
Jacqueline F. Woods

     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 5^th day of March 2009.

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).
4(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).
4(c)		The Hourly Pension Investment Plan, as amended (filed as an exhibit to the Registrant’s Form S-8 Registration Statement No. 333-35152 and incorporated herein by reference).
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.