The Timken Company S-8
 

 
 
As filed with the Securities and Exchange Commission on March 5, 2007.
Registration No. 333-
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
THE TIMKEN COMPANY
(Exact name of registrant as specified in its charter)
     
Ohio
(State or other jurisdiction of
incorporation or organization)
  34-0577130
(I.R.S. Employer
Identification No.)
1835 Dueber Avenue, S.W., Canton, Ohio 44706-2798
(Address of principal executive offices including zip code)
THE TIMKEN COMPANY EMPLOYEE SAVINGS PLAN, as amended
(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)
CALCULATION OF REGISTRATION FEE
                                             
 
                  Proposed     Proposed        
  Title of               Maximum     Maximum        
  Securities     Amount     Offering     Aggregate     Amount of  
  to be     to be     Price Per     Offering     Registration  
  Registered (1)     Registered     Share     Price (2)(3)     Fee  
 
Common Stock without par value
    10,000 shares     $ 28.44       $ 284,400       $ 10.00    
 
(1)   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 pursuant to The Timken Company Employee Savings Plan, as amended (the “Plan”).
(2)   Estimated pursuant to paragraphs (c) and (h) of Rule 457 under the Securities Act on the basis of the average of the high and low sale prices for Common Stock on the New York Stock Exchange on February 27, 2007.
(3)   Estimated solely for the purposes of determining the registration fee.
 
 

 


 

     Pursuant to General Instruction E to Form S-8, the contents of the registration statement on Form S-8 (Registration No. 333-113394) as filed with the Securities and Exchange Commission on March 8, 2004, to register the Common Shares, without par value, of the Registrant to be issued under the Plan are hereby incorporated by reference. This registration statement on Form S-8 is filed for the purpose of registering an additional 10,000 Common Shares of the Registrant under the Plan.
Item 8.    Exhibits.
     The following Exhibits are being filed as part of this registration statement:
  4(a)   Amended Articles of Incorporation of the Registrant (filed as an exhibit to the Registrant’s Form S-8 Registration Statement No. 333-02553 and incorporated herein by reference).
 
  4(b)   Amended Code of Regulations of the Registrant (filed as an exhibit to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 1992 (File No. 1-1169) and incorporated herein by reference).
 
  4(c)   The Timken Company Employee Savings Plan.
 
  4(d)   Amendment No. 1 to The Timken Company Employee Savings Plan.
 
  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
SIGNATURES
     The Registrant. 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 5th day of March 2007.
         
  THE TIMKEN COMPANY
 
 
  By:   /s/Scott A. Scherff    
    Scott A. Scherff   
    Corporate Secretary and Assistant General Counsel   
 

2


 

     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.
         
Signature   Title   Date
   
 
   
*
 
James W. Griffith
  President, Chief Executive Officer and Director
(Principal Executive Officer)
  March 5, 2007
*
 
Glenn A. Eisenberg
  Executive Vice President — Finance and Administration
(Principal Financial Officer)
  March 5, 2007
*
 
J. Ted Mihaila
  Senior Vice President — Finance and Controller
(Principal Accounting Officer)
  March 5, 2007
*
 
Phillip R. Cox
  Director
 
  March 5, 2007
*
 
Jerry J. Jasinowski
  Director
 
  March 5, 2007
*
 
John A. Luke, Jr.
  Director
 
  March 5, 2007
*
 
Robert W. Mahoney
  Director
 
  March 5, 2007
*
 
Joseph W. Ralston
  Director
 
  March 5, 2007
*
 
John P. Reilly
  Director
 
  March 5, 2007
*
 
Frank C. Sullivan
  Director
 
  March 5, 2007
*
 
John M. Timken, Jr.
  Director
 
  March 5, 2007
*
 
Ward J. Timken
  Director
 
  March 5, 2007
*
 
Ward J. Timken, Jr.
  Director
 
  March 5, 2007
*
 
Joseph F. Toot, Jr.
  Director
 
  March 5, 2007
*
 
Jacqueline F. Woods
  Director
 
  March 5, 2007

3


 

*   This Registration Statement has been signed on behalf of the above-named directors and officers of the Company by Scott A. Scherff, Corporate Secretary and Assistant General Counsel of the Company, as attorney-in-fact pursuant to a power of attorney filed with the Securities and Exchange Commission as Exhibit 24 to this registration statement.
         
     
DATED: March 5, 2007  By:   /s/Scott A. Scherff    
    Scott A. Scherff, Attorney-in-Fact   
       
 
     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 5th day of March 2007.
         
  THE TIMKEN COMPANY EMPLOYEE
SAVINGS PLAN
 
 
  By:   /s/Scott A. Scherff    
    Scott A. Scherff   
    Corporate Secretary and
Assistant General Counsel 
 

4


 

         
     
 
   
Exhibit
Number
  Exhibit Description
4(a)
  Amended Articles of Incorporation of the Registrant (filed as an exhibit to the Registrant’s Form S-8 Registration Statement No. 333-02553 and incorporated herein by reference).
 
4(b)
  Amended Code of Regulations of the Registrant (filed as an exhibit to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 1992 (File No. 1-1169) and incorporated herein by reference).
 
4(c)
  The Timken Company Employee Savings Plan.
 
4(d)
  Amendment No. 1 to The Timken Company Employee Savings Plan.
 
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

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