- Securities Registration: Employee Benefit Plan (S-8)
05 Marzo 2009 - 10:09PM
Edgar (US Regulatory)
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)
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Ohio
(State or other jurisdiction of
incorporation or organization)
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34-0577130
(I.R.S. Employer
Identification No.)
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1835 Dueber Avenue, S.W., Canton, Ohio 44706-2798
(Address of principal executive offices including zip code)
MPB CORPORATION EMPLOYEES SAVINGS 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):
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Large accelerated filer
þ
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Accelerated filer
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Non-accelerated filer
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(Do not check if a smaller reporting company)
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Smaller Reporting Company
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CALCULATION OF REGISTRATION FEE
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Proposed
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Proposed
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Title of
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Maximum
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Maximum
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Securities
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Amount
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Offering
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Aggregate
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Amount of
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to
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to be
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Price Per
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Offering
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Registration
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Registered
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Registered
(1)
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Share
(2)
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Price
(2)
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Fee
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Common Stock,
without par value
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250,000 shares
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$11.77
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$2,942,500
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$116.00
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(1)
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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 MPB Corporation Employees Savings Plan (the Plan).
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(2)
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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.
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TABLE OF CONTENTS
Pursuant to General Instruction E to Form S-8, the contents of Registration Statement No.
333-141068, filed with the Securities and Exchange Commission (the Commission) on March 5, 2007,
and Registration Statement No. 333-118664, filed with the Commission on August 30, 2004, are
incorporated herein by reference. This Registration Statement on Form S-8 is filed for the purpose
of registering an additional 250,000 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:
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4
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(a)
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Amended Articles of Incorporation of the Registrant (filed as an exhibit
to the Registrants Form S-8 Registration Statement No. 333-02553 and incorporated
herein by reference).
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4
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(b)
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Amended Code of Regulations of the Registrant (filed as an exhibit to the
Registrants Annual Report on Form 10-K for the fiscal year ended December 31, 1992
(File No. 1-1169) and incorporated herein by reference).
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(c)
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MPB Corporation Employees Savings Plan (the Plan) (filed as an exhibit
to the Registrants Form S-8 Registration Statement No. 333-141068 and incorporated
herein by reference).
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5
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Opinion of Counsel.
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23(a)
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Consent of Independent Registered Public Accounting Firm.
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23(b)
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Consent of Counsel (included in Exhibit 5).
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24
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Power of Attorney.
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2
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.
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THE TIMKEN COMPANY
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By:
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/s/ Scott A. Scherff
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Scott A. Scherff
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Corporate Secretary and Assistant General Counsel
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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.
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Signature
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Title
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Date
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President, Chief Executive
Officer and Director
(Principal Executive
Officer)
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March 5, 2009
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Executive Vice President
Finance and Administration
(Principal Financial
Officer)
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March 5, 2009
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Senior Vice President
Finance and Controller
(Principal Accounting
Officer)
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March 5, 2009
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Director
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March 5, 2009
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Director
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March 5, 2009
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Director
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March 5, 2009
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Director
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March 5, 2009
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Director
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March 5, 2009
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Director
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March 5, 2009
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Director
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March 5, 2009
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3
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Signature
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Title
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Date
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Director
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March 5, 2009
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Director
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March 5, 2009
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Director
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March 5, 2009
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Director
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March 5, 2009
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Director
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March 5, 2009
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*
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This Registration Statement has been signed on behalf of the above-named directors and
officers of the Registrant by Scott A. Scherff, Corporate Secretary and Assistant General
Counsel of the Registrant, as attorney-in-fact pursuant to a power of attorney filed with the
Commission as Exhibit 24 to this Registration Statement.
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DATED: March 5, 2009
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By:
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/s/ Scott A. Scherff
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Scott A. Scherff, Attorney-in-Fact
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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
of March 2009.
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MPB CORPORATION EMPLOYEES SAVINGS PLAN
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By:
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/s/ Scott A. Scherff
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Scott A. Scherff, Corporate Secretary and
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Assistant General Counsel
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4
EXHIBIT INDEX
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Exhibit
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Number
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Exhibit Description
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4(a)
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Amended Articles of Incorporation of the Registrant (filed as an
exhibit to the Registrants Form S-8 Registration Statement No.
333-02553 and incorporated herein by reference).
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4(b)
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Amended Code of Regulations of the Registrant (filed as an exhibit
to the Registrants Annual Report on Form 10-K for the fiscal year
ended December 31, 1992 (File No. 1-1169) and incorporated herein
by reference).
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4(c)
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MPB Corporation Employees Savings Plan (filed as an exhibit to
the Registrants Form S-8 Registration Statement No. 333-141068
and incorporated herein by reference).
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5
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Opinion of Counsel.
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23(a)
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Consent of Independent Registered Public Accounting Firm.
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23(b)
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Consent of Counsel (included in Exhibit 5).
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24
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Power of Attorney.
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5
Grafico Azioni Timken (NYSE:TKR)
Storico
Da Giu 2024 a Lug 2024
Grafico Azioni Timken (NYSE:TKR)
Storico
Da Lug 2023 a Lug 2024