As filed with the Securities and Exchange Commission on February 8, 2006
Registration No. 333-__________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
Registration Statement
Under the Securities Act of 1933
LINDSAY MANUFACTURING CO.
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(Exact name of registrant as specified in its charter)
Delaware 47-0554096
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2707 North 108th Street, Suite 102
Omaha, Nebraska 68164
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(Address of principal executive offices) (Zip code)
LINDSAY MANUFACTURING CO.
2006 LONG-TERM INCENTIVE PLAN
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(Full title of the plan)
Richard W. Parod
President and Chief Executive Officer
Lindsay Manufacturing Co.
2707 North 108th Street, Suite 102 (402) 428-2131
Omaha, Nebraska 68164 ---------------------------------
--------------------------------------- (Telephone number, including area
(Name and address of agent for service) code, of agent for service)
Copies to:
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Steven P. Amen
Kutak Rock LLP
1650 Farnam Street
Omaha, Nebraska 68102
(402) 346-6000
CALCULATION OF REGISTRATION FEE
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Title of Securities to be Amount to be Proposed Maximum Proposed Maximum Amount of
Registered Registered(1) Offering Price Per Aggregate Offering Registration Fee
Share Price
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Common Stock, par value 750,000 shares $24.69 (2) $18,517,500 (2) $1,982
$1.00 per share
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(1) The provisions of Rule 416 under the Securities Act of 1933 shall apply to
this Registration Statement and the number of shares registered on this
Registration Statement shall increase or decrease as a result of stock splits,
stock dividends or similar transactions.
(2) Estimated solely for the purpose of calculating the registration fee.
Pursuant to Rule 457(h), the proposed maximum offering price per share and the
proposed maximum aggregate offering price have been calculated on the basis of
$24.69 per share, the average of the high ($24.98) and low ($24.40) sale prices
reported on the New York Stock Exchange on February 2, 2006.
THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE UPON FILING IN ACCORDANCE
WITH RULE 462 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
PART I
INFORMATION REQUIRED IN THE
SECTION 10(a) PROSPECTUS
ITEM 1. Plan Information
Information required by Part I of Form S-8 to be contained in the
Section 10(a) prospectus is omitted from this registration statement in
accordance with Rule 428 under the Securities Act of 1933, as amended (the
"Securities Act"), and the Note to Part I of Form S-8.
ITEM 2. Registration Information and Employee Plan Annual Information.
Information required by Part I of Form S-8 to be contained in the
Section 10(a) prospectus is omitted from this registration statement in
accordance with Rule 428 under the Securities Act and the Note to Part I of Form
S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. Incorporation of Documents by Reference.
The following documents, previously filed with the Securities and
Exchange Commission by Lindsay Manufacturing Co. (the "Registrant") pursuant to
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are
incorporated herein by reference:
(a) the Registrant's Annual Report on Form 10-K for the fiscal
year ended August 31, 2005;
(b) the Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended November 30, 2005; and
(c) the description of the Registrant's common stock contained in
the Registrant's Registration Statement on Form 8-A filed with the
Securities and Exchange Commission on September 26, 1997.
Each document filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment
that indicates that all securities offered herein have been sold or that
deregisters all such securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the respective date of filing such documents.
Any statement contained in a document incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any subsequently
filed document that also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
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ITEM 4. Description of Securities.
Not Applicable.
ITEM 5. Interests of Named Experts and Counsel.
Not Applicable.
ITEM 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law (the "DGCL")
provides that a Delaware corporation may indemnify its directors and officers
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement that are actually and reasonably incurred by such officers and
directors in connection with any action, suit or proceeding, whether civil,
criminal, administrative or investigative, if, in connection with the matters in
issue, they acted in good faith and in a manner they reasonably believed by them
to be in, or not opposed to, the best interests of the corporation, and, with
respect to any criminal suit or proceeding, they had no reasonable cause to
believe their conduct was unlawful. If the action is brought by or in the right
of the corporation, such indemnification may only be provided as long as, in
addition to the foregoing, it is not made with respect to any claim, issue or
matter as to which such officer or director has been found liable to the
corporation, unless such indemnification is approved by the court. Section 145
permits a Delaware corporation to grant its directors and officers additional
rights of indemnification through bylaw provisions and otherwise and to purchase
indemnity insurance on behalf of its directors and officers.
Pursuant to Article Ninth of the Company's Restated Certificate of
Incorporation, a director of the Company will not be personally liable to the
Company or to its shareholders for monetary damages for any breach of fiduciary
duty by such director other than liability (i) for any breach of the director's
duty of loyalty, (ii) arising out of acts or omissions not taken in good faith
or which involve intentional misconduct or a knowing violation of the law, (iii)
under Section 174 of the DGCL (relating to the unlawful payments of dividends or
redemption of stock) or (iv) arising from a transaction from which the director
derived a personal benefit. In addition, such Article Ninth provides that the
Company may indemnify its officers and directors to the fullest extent
authorized by law, including indemnification under statutory or case law or
pursuant to indemnity agreements or contracts with such persons.
As permitted by Section 3.16 of its Bylaws, the Company has entered
into Indemnification Agreements with each director and executive officer of the
Company which provide for indemnity on terms consistent with the foregoing.
As permitted under Section 145 of the DGCL, the Company has purchased
and maintains insurance on behalf of directors and officers against any
liability asserted against such directors and officers in their capacities as
such.
ITEM 7. Exemption from Registration Claimed.
Not Applicable
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ITEM 8. Exhibits.
The following is a complete list of exhibits filed as part of this
Registration Statement. Exhibit numbers correspond to the numbers in the Exhibit
Table of Item 601 of Regulation S-K.
Exhibit
Number Description
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4(a) Restated Certificate of Incorporation of the Company,
incorporated by reference to Exhibit 3(a) of the Company's
Quarterly Report on Form 10-Q for the fiscal quarter ended
February 28, 1997.
4(b) Certificate of Amendment of the Restated Certificate of
Incorporation of the Company dated February 7, 1997, incorporated
by reference to Exhibit 3(b) to the Company's Quarterly Report on
Form 10-Q for the fiscal quarter ended February 28, 1997.
4(c) By-laws of the Company amended and restated by the Board of
Directors on December 16, 2004, incorporated by reference to
Exhibit 3(b) of the Company's Current Report on Form 8-K filed on
December 22, 2004.
4(d) Specimen Form of Common Stock Certificate, incorporated by
reference to Exhibit 4 to the Company's Quarterly Report on Form
10-Q for the fiscal quarter ended November 30, 1997.
5 Opinion and Consent of Kutak Rock LLP.
10 The Company's 2006 Long-Term Incentive Plan, incorporated by
reference to Exhibit A of the Company's Definitive Proxy
Statement filed with the Commission on December 27, 2005.
23(a) Consent of Kutak Rock LLP (included in its opinion filed as
Exhibit 5).
23(b) Consent of KPMG LLP.
24 Powers of Attorney authorizing certain persons to sign this
Registration Statement on behalf of certain directors.
ITEM 9. Undertakings
The undersigned Registrant hereby undertakes:
(a)(l) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement
to include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933 (the "Act"), each such post-effective amendment
shall be deemed to be a new
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registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof; and
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(b) That, for purposes of determining any liability under the
Act, each filing of the Registrant's annual report pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in this Registration Statement shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(h) That, insofar as indemnification for liabilities arising
under the Act may be permitted to directors, officers and controlling
persons of the Registrant as described in Item 6 hereof or otherwise,
the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy
as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a
director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the opinion
of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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 Omaha, State of Nebraska, on this 6th day of
February, 2006.
LINDSAY MANUFACTURING CO.
By: /s/ Richard W. Parod
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Richard W. Parod, President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
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/s/ Richard W. Parod Director, President and Chief February 6, 2006
----------------------------------- Executive Officer
Richard W. Parod
/s/ David B. Downing Chief Financial Officer, Treasurer, February 6, 2006
----------------------------------- Secretary, Vice President-Finance
David B. Downing
/s/ Howard G. Buffett * Director February 6, 2006
-----------------------------------
Howard G. Buffett
/s/ Michael N. Christodolou * Director and Chairman of the Board February 6, 2006
-----------------------------------
Michael N. Christodolou
/s/ Larry H. Cunningham * Director February 6, 2006
-----------------------------------
Larry H. Cunningham
/s/ William F. Welsh II* Director February 6, 2006
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William F. Welsh II
/s/ J. David McIntosh * Director February 6, 2006
-----------------------------------
J. David McIntosh
/s/ Michael C. Nahl * Director February 6, 2006
-----------------------------------
Michael C. Nahl
* By /s/ Richard W. Parod
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Richard W. Parod, Attorney-In-Fact
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