Registration No. 333-___
As filed with the Securities and Exchange Commission on January 15, 2003
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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ACTUANT CORPORATION
(Exact name of registrant as specified in its charter)
WISCONSIN 39-0168610
(State or other jurisdiction of (I.R.S. Employer
incorporation of organization) Identification No.)
6100 North Baker Road
Milwaukee, Wisconsin 53209
(Address of Principal Executive Offices)
ACTUANT CORPORATION
2001 OUTSIDE DIRECTORS' STOCK OPTION PLAN
(Full title of the plan)
Andrew G. Lampereur Copy to:
Vice President and Chief Financial Officer Helen R. Friedli, P.C.
Actuant Corporation McDermott, Will & Emery
6100 North Baker Road 227 West Monroe Street
Milwaukee, Wisconsin 53209 Chicago, Illinois 60606
(Name and address of agent for service)
(414) 352-4160
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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Proposed
Proposed maximum
Title of Securities Amount to be maximum offering aggregate offering Amount of
to be Registered registered (1) price per share (2) price (2) registration fee
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Class A Common
Stock, par value
$0.20 per share 40,000 shares $47.95 $1,918,000 $177
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(1) Pursuant to Rule 416(a) under the Securities Act of 1933 (the "Securities
Act"), this Registration Statement also relates to such indeterminate
number of additional shares which may be issued if the anti-dilution and
adjustment provisions of the plan become operative.
(2) Pursuant to Rule 457(h), estimated solely for the purpose of computing the
registration fee, based upon $47.95 per share, which is the average of the
high and low sales prices of the Class A Common Stock reported on the New
York Stock Exchange Composite Tape on January 10, 2003.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This Registration Statement relates to an amendment to the Actuant
Corporation 2001 Outside Directors' Stock Option Plan which increases the number
of shares of Class A Common Stock authorized and reserved for issuance
thereunder by 40,000 shares. Pursuant to General Instruction E of Form S-8, the
Registration Statement on Form S-8 relating to the plan (File No. 333-53704)
filed by the Registrant with the Securities and Exchange Commission is
incorporated herein by reference.
Item 8. Exhibits.
Reference is made to the Exhibit Index.
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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
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 Milwaukee, State of Wisconsin, on January 13, 2003.
ACTUANT CORPORATION
By: /s/ Andrew G. Lampereur
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Andrew G. Lampereur
Vice President and Chief Financial Officer
(Principal Financial Officer of the Registrant)
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints, Robert C. Arzbaecher and Andrew G. Lampereur,
and each of them, his true and lawful attorneys-in-fact and agents, for him and
in his name, place and stead in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission and any other
regulatory authority, granting unto said attorneys-in-fact and agents full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents may lawfully do or cause to be done by
virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on January 13, 2003.
Signature Title
/s/ Robert C. Arzbaecher President, Chief Executive Officer, Chairman of the
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Robert C. Arzbaecher Board and Director
(Principal Executive Officer of the Registrant)
/s/ Andrew G. Lampereur Vice President and Chief Financial Officer
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Andrew G. Lampereur (Principal Financial Officer of the Registrant)
/s/ Timothy J. Teske Corporate Controller
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Timothy J. Teske (Principal Accounting Officer)
/s/ Gustav H.P. Boel Director
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Gustav H.P. Boel
/s/ Bruce S. Chelberg Director
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Bruce S. Chelberg
/s/ H. Richard Crowther Director
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H. Richard Crowther
/s/ William K. Hall Director
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William K. Hall
/s/ Kathleen J. Hempel Director
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Kathleen J. Hempel
/s/ William P. Sovey Director
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William P. Sovey
ACTUANT CORPORATION
EXHIBIT INDEX
TO
FORM S-8 REGISTRATION STATEMENT
Exhibit Number Description
5.1 Opinion (including consent) of McDermott, Will & Emery as to the
legality of the securities to be issued.
23.1 Consent of PricewaterhouseCoopers LLP.