As filed with the Securities and Exchange Commission on September 22, 2006
Registration
No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PARK-OHIO HOLDINGS CORP.
(Exact Name of Registrant as Specified in Its Charter)
| Ohio (State or Other Jurisdiction of Incorporation or Organization) |
34-1867219 (I.R.S. Employer Identification No.) |
23000 Euclid Avenue, Cleveland, Ohio 44117
(Address of Principal Executive Offices Including Zip Code)
Park-Ohio Holdings Corp. Amended and Restated 1998 Long-Term Incentive Plan
(Full Title of the Plan)
Robert D. Vilsack
Secretary and General Counsel
Park-Ohio Holdings Corp.
23000 Euclid Avenue
Cleveland, Ohio 44117
Secretary and General Counsel
Park-Ohio Holdings Corp.
23000 Euclid Avenue
Cleveland, Ohio 44117
(Name and Address of Agent For Service)
(216) 692-7200
(Telephone Number, Including Area Code, of Agent For Service)
CALCULATION OF REGISTRATION FEE
| Title of Each Class of | Proposed Maxi- | Proposed Maxi- | Amount of | |||||||||||
| Securities to | Amount to be | mum Offering | mum Aggregate | Registration | ||||||||||
| be Registered | Registered (1)(2) | Price Per Share (3) | Offering Price (3) | Fee | ||||||||||
Common Stock, $1.00 par
value per share |
1,000,000 | $13.55 | $13,550,000 | $1,449.85 | ||||||||||
| (1) | Represents the maximum number of shares of Common Stock of the Registrant, par value $1.00 per share (“Common Stock”), issuable pursuant to the Park-Ohio Holdings Corp. Amended and Restated 1998 Long-Term Incentive Plan (the “Plan) being registered hereon. | |
| (2) | Pursuant to Rule 416 of the Securities Act of 1933, this Registration Statement also covers such additional shares of Common Stock as may become issuable pursuant to the adjustments upon changes of capitalization provisions of the Plan. | |
| (3) | 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 Nasdaq Global Market on September 20, 2006, within five business days prior to filing. |
The contents of the registration statements on Forms S-8 (Registration Nos. 333-110536
and 333-58161), as filed with the Securities and Exchange Commission on November 17, 2003 and June
30, 1998, respectively, to register shares of common stock, par value $1.00 per share (the “Common
Stock”), of Park-Ohio Holdings Corp., an Ohio corporation (the “Registrant”), to be issued under
the Park-Ohio Holdings Corp. Amended and Restated 1998 Long-Term Incentive Plan (the “Plan”), are
hereby incorporated by reference in this Registration Statement. This Registration Statement on
Form S-8 is filed for the purpose of registering an additional 1,000,000 shares of Common Stock
under the Plan.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 5. Interests of Named Experts and Counsel.
The legality of the Common Stock being offered by this Registration Statement has been passed
upon for the Registrant by Mr. Robert D. Vilsack. Mr. Vilsack is the Secretary and General Counsel
of the Registrant. As of August 31, 2006, Mr. Vilsack held 2,669 shares of Common Stock and had
been granted options to purchase another 25,000 shares of Common Stock.
Item 8. Exhibits
| Exhibit Number | Exhibit Description | |
4.1
|
Amended and Restated Articles of Incorporation of Park-Ohio Holdings Corp. (incorporated by reference to Exhibit 3.1 to the Form 10-K of Park-Ohio Holdings Corp. for the year ended December 31, 1998 (File No. 000-03134)) | |
4.2
|
Code of Regulations of Park-Ohio Holdings Corp. (incorporated by reference to Exhibit 3.2 of the Form 10-K of Park-Ohio Holdings Corp. for the year ended December 31, 1998 (File No. 000-03134)) | |
4.3
|
Specimen Stock Certificate of Park-Ohio Holdings Corp. (incorporated by reference to Exhibit 4.4 of the Post-Effective Amendment No. 1 to the Registration Statement of Park-Ohio Holdings Corp. on Form S-8 (Registration No. 333-28407) filed on June 16, 1998) | |
5
|
Opinion of Counsel | |
10
|
Park-Ohio Holdings Corp. Amended and Restated 1998 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 of the Form 8-K of Park-Ohio Holdings Corp. filed on June 1, 2006 (File No. 000-03134)) | |
23.1
|
Consent of Ernst & Young LLP | |
23.2
|
Consent of Counsel (included in Exhibit 5 hereto) | |
24
|
Power of Attorney |
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 Cleveland, State of Ohio, on this 22nd day of
September, 2006.
| Park-Ohio Holdings Corp. |
||||
| By: | /s/ Robert D. Vilsack Secretary and General Counsel |
|||
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.
*
Chief Executive Officer, Chairman of the Board and Director (Principal Executive Officer) |
* Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) |
|
*
President and Director |
* Director |
|
*
Director |
* Director |
|
*
Director |
* Director |
• Robert D. Vilsack, the undersigned attorney-in-fact, by signing his name
hereto, does hereby sign and execute this Registration Statement on behalf of the above indicated
officers and directors thereof (constituting a majority of the directors) pursuant to a power of
attorney filed with the Securities and Exchange Commission.
September 22, 2006
|
By: | /s/ Robert D. Vilsack And General Counsel |
EXHIBIT INDEX
| Exhibit Number | Exhibit Description | |
4.1
|
Amended and Restated Articles of Incorporation of Park-Ohio Holdings Corp. (incorporated by reference to Exhibit 3.1 to the Form 10-K of Park-Ohio Holdings Corp. for the year ended December 31, 1998 (File No. 000-03134)) | |
4.2
|
Code of Regulations of Park-Ohio Holdings Corp. (incorporated by reference to Exhibit 3.2 of the Form 10-K of Park-Ohio Holdings Corp. for the year ended December 31, 1998 (File No. 000-03134)) | |
4.3
|
Specimen Stock Certificate of Park-Ohio Holdings Corp. (incorporated by reference to Exhibit 4.4 of the Post-Effective Amendment No. 1 to the Registration Statement of Park-Ohio Holdings Corp. on Form S-8 (Registration No. 333-28407) filed on June 16, 1998) | |
5
|
Opinion of Counsel | |
10
|
Park-Ohio Holdings Corp. Amended and Restated 1998 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 of the Form 8-K of Park-Ohio Holdings Corp. filed on June 1, 2006 (File No. 000-03134)) | |
23.1
|
Consent of Ernst & Young LLP | |
23.2
|
Consent of Counsel (included in Exhibit 5 hereto) | |
24
|
Power of Attorney |
Exhibit 5
September 20, 2006
To:
|
Park-Ohio Holdings Corp. 23000 Euclid Avenue Cleveland, Ohio 44117 |
| Re: | Registration Statement of Form S-8 for the Park-Ohio Holdings Corp. Amended and Restated 1998 Long-Term Incentive Plan |
I have acted as counsel for Park-Ohio Holdings Corp., an Ohio corporation (the “Registrant”),
in connection with the filing of the above-referenced Registration Statement on Form S-8 (the
“Registration Statement”) with the Securities and Exchange Commission (the “Commission”) to
register under the Securities Act of 1933 (the “Act”) 1,000,000 additional shares (the “Shares”) of
the Registrant’s common stock, par value $1.00 per share (“Common Stock”), that may be issued
pursuant to the Park-Ohio Holdings Corp. Amended and Restated 1998 Long-Term Incentive Plan (the
“Plan”). In rendering this opinion, I have examined such documents and records, including an
examination of originals or copies certified or otherwise identified to my satisfaction, and
matters of law as I have deemed necessary for purposes of this opinion. Based upon the foregoing
and subject to the qualifications and limitations stated herein, I am of the opinion that the
Shares are duly authorized and, when issued and delivered pursuant to the terms of the Plan, will
be validly issued, fully paid and nonassessable; provided that the Registrant at such time has
sufficient authorized but unissued shares of Common Stock remaining under its Amended and Restated
Articles of Incorporation.
My examination of matters of law in connection with the opinions expressed herein has been
limited to, and accordingly my opinions herein are limited to, the Ohio General Corporation Law,
including the applicable provisions of the Ohio Constitution and the reported judicial decisions
interpreting such law. I express no opinion with respect to any other law of the State of Ohio or
any other jurisdiction. In addition, I have assumed that the resolutions authorizing the
Registrant to issue and sell the Shares pursuant to the Plan will be in full force and effect at
all times at which such Shares are issued or sold by the Registrant, and the Registrant will take
no action inconsistent with such resolutions.
I hereby consent to the filing of this opinion as Exhibit 5 to the Registration Statement. In
giving such consent, I do not thereby admit that I am included in the category of persons whose
consent is required under Section 7 of the Act or the rules and regulations of the Commission
promulgated thereunder.
Very truly yours,
/s/ Robert D. Vilsack
Robert D. Vilsack
Secretary and General Counsel
Secretary and General Counsel
Park-Ohio Holdings Corp.
Exhibit 23.1
Consent
of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the Registration Statement on Form S-8 pertaining
to Park-Ohio Holdings Corp. Amended and Restated 1998 Long-Term Incentive Plan of our reports dated
March 13, 2006, with respect to the consolidated financial statements of Park-Ohio Holdings Corp.,
management’s assessment of the effectiveness of internal control over financial reporting and the
effectiveness of internal control over financial reporting of Park-Ohio Holdings Corp., included in
its Annual Report (Form 10-K) for the year ended December 31, 2005, filed with the Securities and
Exchange Commission.
/s/ Ernst & Young LLP
Cleveland, Ohio
September 22, 2006
September 22, 2006
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and directors of
Park-Ohio Holdings Corp., an Ohio corporation (the “Company”), hereby constitutes and appoints
Robert D. Vilsack and Richard P. Elliott, and each of them, his true and lawful attorney or
attorneys-in-fact, with full power of substitution and resubstitution, for each of the undersigned
and in the name, place and stead of each of the undersigned, to sign and file with the Securities
and Exchange Commission under the Securities Act of 1933 a registration statement or registration
statements on Form S-8 relating to the registration of an additional 1,000,000 shares of the
Company’s common stock issuable under the Park-Ohio Holdings Corp. Amended and Restated 1998
Long-Term Incentive Plan, with any and all amendments, supplements and exhibits thereto, including
pre-effective and post-effective amendments or supplements, and other documents in connection
therewith, with the Securities and Exchange Commission or any state regulatory authority, granting
unto said attorney or attorneys-in-fact, and each of them, full power and authority to do any and
all acts and things whatsoever required, necessary, appropriate or desirable to be done in the
premises, hereby ratifying and approving the acts of said attorneys and any of them and any such
substitute.
This Power of Attorney may be executed in multiple counterparts, each of which shall be deemed
an original with respect to the person executing it.
IN WITNESS WHEREOF, the undersigned have hereunto set their hands as of the 20th day of September 2006.
/s/ Edward F. Crawford Chief Executive Officer, Chairman of the Board and Director (Principal Executive Officer) |
/s/ Richard P. Elliott Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) |
|
/s/ Matthew V. Crawford President and Director |
/s/ James W. Wert Director |
|
/s/ Ronna Romney Director |
/s/ Kevin R. Greene Director |
|
/s/ Dan T. Moore III Director |
/s/ Patrick V. Auletta Director |