As filed with the Securities and Exchange Commission on August 20, 2004
Registration No. 333-_______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
----------------
THE LAMSON & SESSIONS CO.
(Exact Name of Registrant as Specified in Its Charter)
Ohio 34-0349210
(State or Other Jurisdiction (I.R.S. Employer Identification No.)
of Incorporation or Organization)
25701 Science Park Drive, Cleveland, Ohio 44122-7313
(Address of Principal Executive Offices Including Zip Code)
THE LAMSON & SESSIONS CO.
1998 INCENTIVE EQUITY PLAN
(AS AMENDED AND RESTATED AS OF APRIL 30, 2004)
(Full Title of the Plan)
James J. Abel
Executive Vice President, Secretary,
Treasurer and Chief Financial Officer
25701 Science Park Drive
Cleveland, Ohio 44122-7313
(Name and Address of Agent For Service)
216/464-3400
(Telephone Number, Including Area Code, of Agent For Service)
CALCULATION OF REGISTRATION FEE
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Title of Proposed Maxi- Proposed Maxi- Amount of
Securities to Amount to be mum Offering mum Aggregate Registration
Be Registered Registered(1) Price Per Share(2) Offering Price(2) Fee
-------------------------------------------------------------------------------------------------------------------
Common Shares,
Without par value(3) 620,000 $7.06 $4,377,200.00 $554.59
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(1) Pursuant to Rule 416 of the Securities Act of 1933 (the "Securities
Act"), this Registration Statement also covers such additional shares
of Common Shares, without par value (the "Common Shares") as may become
issuable pursuant to the anti-dilution provisions of The Lamson &
Sessions Co. 1998 Incentive Equity Plan (As Amended And Restated As of
April 30, 2004) (the "Plan").
(2) Estimated solely for calculating the amount of the registration fee,
pursuant to Rule 457(c) and (h) 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
August 16, 2004 within five business days prior to filing.
(3) One serial preference stock purchase right (a "Right") will also be
issued with respect to each Common Share. The terms of the Rights are
described in the Form 8-A filed by The Lamson & Sessions Co. (the
"Registrant") on September 9, 1998.
Exhibit Index Appears on Page 5
Page 1 of 5 Pages
Part II
Pursuant to General Instruction E to Form S-8, the contents of
Registration Statement No. 333-61911 on Form S-8, Registration Statement No.
333-51330 and Registration Statement No. 333-63280, each on Form S-8 as filed by
the Registrant with the Securities and Exchange Commission (the "SEC") on August
20, 1998, December 6, 2000, and June 19, 2001, respectively, are incorporated
herein by reference.
Item 8. Exhibits
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The following Exhibits are being filed as part of this Registration
Statement:
4(a) Amended Articles of Incorporation of the Registrant
(incorporated by reference to Exhibit 4(a) to the Registrant's
Registration Statement on Form S-8 (Registration No.
333-32875), filed with the SEC on August 5, 1997)
4(b) Certificate of Adoption of Amendment to Amended Articles of
Incorporation of the Registrant (incorporated by reference to
Exhibit A to Exhibit 4.1 to the Registrant's Form 8-A filed
with the SEC on September 9, 1998 and incorporated herein by
reference)
4(c) Amended Code of Regulations of the Registrant (incorporated by
reference to Exhibit 3(a) to the Registrant's Quarterly Report
on Form 10-Q for the quarter ended March 31, 2001)
4(d) 1998 Incentive Equity Plan (As Amended and Restated as of
April 30, 2004) (incorporated by reference to Appendix A of
the Registrant's Proxy Statement dated March 29, 2004)
4(e) Rights Agreement, dated September 8, 1998, between the
Registrant and National City Bank (incorporated by reference
to Exhibit 4.1 to the Registrant's Registration Statement on
Form 8-A filed with the SEC on September 9, 1998)
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
Page 2 of 5 Pages
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, as of August 20, 2004.
THE LAMSON & SESSIONS CO.
By: /s/ James J. Abel
-------------------------
James J. Abel
Executive Vice President, Secretary, Treasurer and
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated below as of August 20, 2004.
Signature Title
--------- -----
/s/ John B. Schulze Chairman of the Board, President and Chief Executive
------------------------ Officer (Principal Executive Officer); Director
John B. Schulze
/s/ James J. Abel Executive Vice President, Secretary, Treasurer and
------------------------ Chief Financial Officer; (Principal Financial
James J. Abel Officer); Director
/s/ Lori L. Spencer Vice President and Controller
------------------------ (Principal Accounting Officer)
Lori L. Spencer
* Director
------------------------
James T. Bartlett
* Director
------------------------
Francis H. Beam, Jr.
* Director
------------------------
Martin J. Cleary
* Director
------------------------
William H. Coquillette
* Director
------------------------
John C. Dannemiller
Page 3 of 5 Pages
* Director
------------------------
George R. Hill
* Director
------------------------
A. Malachi Mixon, III
* Director
------------------------
D. Van Skilling
* James J. Abel, the undersigned attorney-in-fact, by signing his name
hereto, does hereby sign and execute this Registration Statement on behalf of
the above officers and directors (constituting a majority of the directors)
pursuant to a power of attorney filed with the Securities and Exchange
Commission as Exhibit 24 to this Registration Statement.
August 20, 2004 By: /s/ James J. Abel
---------------------------------------
James J. Abel, Attorney-in-Fact
Page 4 of 5 Pages
EXHIBIT INDEX
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The following Exhibits are being filed as part of this Registration
Statement:
4(a) Amended Articles of Incorporation of the Registrant
(incorporated by reference to Exhibit 4(a) to the Registrant's
Registration Statement on Form S-8 (Registration No.
333-32875), filed with the SEC on August 5, 1997)
4(b) Certificate of Adoption of Amendment to Amended Articles of
Incorporation of the Registrant (incorporated by reference to
Exhibit A to Exhibit 4.1 to the Registrant's Form 8-A filed
with the SEC on September 9, 1998 and incorporated herein by
reference)
4(c) Amended Code of Regulations of the Registrant (incorporated by
reference to Exhibit 3(a) to the Registrant's Quarterly Report
on Form 10-Q for the quarter ended March 31, 2001)
4(d) 1998 Incentive Equity Plan (As Amended and Restated as of
April 30, 2004) (incorporated by reference to Appendix A of
the Registrant's Proxy Statement dated March 29, 2004)
4(e) Rights Agreement, dated September 8, 1998, between the
Registrant and National City Bank (incorporated by reference
to Exhibit 4.1 to the Registrant's Registration Statement on
Form 8-A filed with the SEC on September 9, 1998)
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
Page 5 of 5 Pages