-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, P8pOCSXaSSaRP6SUqkkvAlWKKHkpqiTxcxNc9XThU2veneeRMbZFcHAvUBvnpz1F hMKDos2o466VJ8LqlzRtig== 0000895813-03-000262.txt : 20031219 0000895813-03-000262.hdr.sgml : 20031219 20031219141754 ACCESSION NUMBER: 0000895813-03-000262 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20031219 EFFECTIVENESS DATE: 20031219 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FRANKLIN ELECTRIC CO INC CENTRAL INDEX KEY: 0000038725 STANDARD INDUSTRIAL CLASSIFICATION: MOTORS & GENERATORS [3621] IRS NUMBER: 350827455 STATE OF INCORPORATION: IN FISCAL YEAR END: 0103 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: 1933 Act SEC FILE NUMBER: 333-34992 FILM NUMBER: 031064682 BUSINESS ADDRESS: STREET 1: 400 E SPRING ST CITY: BLUFFTON STATE: IN ZIP: 46714 BUSINESS PHONE: 2608242900 MAIL ADDRESS: STREET 1: 400 E SPRING STREET CITY: BLUFFTON STATE: IN ZIP: 46714 S-8 POS 1 arndsop.txt AMENDED & RESTATED 1996 NONEMPLOYEE DIRECTOR STOCK OPTION PLAN As filed with the Securities and Exchange Commission on December 19, 2003 Registration No. 333-34992 ====================================================================== SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ____________________ POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ____________________ FRANKLIN ELECTRIC CO., INC. (Exact name of registrant as specified in its charter) INDIANA 35-0827455 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 400 EAST SPRING STREET BLUFFTON, INDIANA 46714 (Address of principal executive offices) FRANKLIN ELECTRIC CO., INC. AMENDED AND RESTATED 1996 NONEMPLOYEE DIRECTOR STOCK OPTION PLAN (Full title of the plan) GREGG C. SENGSTACK SENIOR VICE PRESIDENT, CHIEF FINANCIAL OFFICER AND SECRETARY FRANKLIN ELECTRIC CO., INC. 400 EAST SPRING STREET BLUFFTON, INDIANA 46714 (260) 824-2900 (Name, address and telephone number, including area code, of agent for service) WITH A COPY TO: ROBERT J. REGAN SCHIFF HARDIN & WAITE 6600 SEARS TOWER CHICAGO, ILLINOIS 60606-6473 (312) 258-5500 ____________________ EXPLANATORY NOTE Franklin Electric Co., Inc. (the "Registrant") filed a Registration Statement on Form S-8 on April 18, 2000 (File No. 333- 34992) which registered 210,000 shares of Common Stock, par value $.10 per share ("Common Stock"), of the Registrant for issuance pursuant to the Franklin Electric Co., Inc. Amended and Restated 1996 Nonemployee Director Stock Option Plan (the "Plan"). As adjusted to reflect a two-for-one stock split on March 22, 2002, there currently are 334,000 shares of Common Stock available for issuance. On December 13, 2002, the Registrant s Board of Directors approved, subject to shareholder approval, the merger of the Plan with and into the Franklin Electric Co., Inc. 1996 Employee Stock Option Plan (the "Option Plan"). The merger was approved by the Registrant s shareholders at its annual meeting of shareholders on April 25, 2003. No future awards will be made under the Plan. This Post-Effective Amendment No. 1 to the Registration Statement is filed to deregister the 334,000 shares of Common Stock previously registered. The 334,000 shares deregistered by this Post-Effective Amendment No. 1 are concurrently being registered on a registration statement on Form S-8 for the Option Plan, and the associated registration fee paid by the Registrant to register these shares is being carried forward and applied to the registration fee necessary to register these shares under the Option Plan. 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 a Post-Effective Amendment No. 1 to Form S-8 Registration Statement and has duly caused this Post-Effective Amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bluffton, State of Indiana on this 17th day of December, 2003. FRANKLIN ELECTRIC CO., INC. By: /s/ R. Scott Trumbull ---------------------------------- R. Scott Trumbull Chairman of the Board and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to Form S-8 Registration Statement has been signed by the following persons in the capacities and on the date indicated.
SIGNATURE TITLE DATE --------- ----- ---- /s/ R. Scott Trumbull Chairman of the Board and December 17, 2003 ------------------------------------ Chief Executive Officer R. Scott Trumbull (Principal Executive Officer) /s/ Gregg C. Sengstack Senior Vice President, Chief December 17, 2003 ------------------------------------ Financial Officer and Secretary Gregg C. Sengstack (Principal Financial and Accounting Officer) /s/ Jerome D. Brady* Director December 17, 2003 ----------------------------------- Jerome D. Brady /s/ Robert H. Little* Director December 17, 2003 ----------------------------------- Robert H. Little /s/ Patricia Schaefer* Director December 17, 2003 ----------------------------------- Patricia Schaefer /s/ Donald J. Schneider* Director December 17, 2003 ----------------------------------- Donald J. Schneider /s/ Howard B. Witt* Director December 17, 2003 ----------------------------------- Howard B. Witt *By:/s/ Gregg C. Sengstack ------------------------------- Gregg C. Sengstack Attorney-In-Fact
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