As filed with the Securities and Exchange Commission on April 24, 2009
Registration No. 333-____
______________________________________________________________________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________
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 (I.R.S. Employer
jurisdiction of Identification No.)
incorporation or
organization)
400 EAST SPRING STREET
BLUFFTON, INDIANA 46714
(Address of principal executive offices)
FRANKLIN ELECTRIC CO., INC. STOCK PLAN
(Full title of the plan)
JOHN J. HAINES
VICE PRESIDENT, CHIEF FINANCIAL OFFICER & SECRETARY
FRANKLIN ELECTRIC CO., INC.
400 EAST SPRING STREET
BLUFFTON, INDIANA 46714
(Name and address of agent for service)
(260) 824-2900
(Telephone number, including area code, of agent for service)
With a copy to:
LAURALYN G. BENGEL
SCHIFF HARDIN LLP
6600 SEARS TOWER
CHICAGO, ILLINOIS 60606-6473
(312) 258-5670
__________________________________
CALCULATION OF REGISTRATION FEE
PROPOSED PROPOSED
MAXIMUM MAXIMUM
AMOUNT OFFERING AGGREGATE AMOUNT OF
TITLE OF SECURITIES TO BE PRICE PER OFFERING REGISTRATION
TO BE REGISTERED REGISTERED SHARE(1) PRICE(1) FEE
------------------- ---------- --------- --------- ------------
Common Stock, par
value $.10 per share 900,000(2) $23.32 $20,988.00 $1.171
(including related
Common Stock Purchase
Rights)
(1) Estimated solely for the purpose of calculating the
registration fee pursuant to Rule 457(h) under the
Securities Act of 1933, as amended, based on the average of
the high and low sales prices of the Common Stock reported
on the National Association of Securities Dealers Automated
Quotation System on April 21, 2009.
(2) Pursuant to Rule 416 of the Securities Act of 1933, this
Registration Statement shall also cover any additional
shares of Common Stock which become issuable under the Plan
pursuant to this Registration Statement by reason of any
stock dividend, stock split, recapitalization or any other
similar transaction effected without the receipt of
consideration which results in an increase in the number of
the Registrant's outstanding shares of Common Stock.
STATEMENT PURSUANT TO GENERAL INSTRUCTION E
OF FORM S-8 "REGISTRATION OF ADDITIONAL SECURITIES"
The contents of the Registration Statement on Form S-8 (File No.
333-34994), filed by the Registrant with the Securities and Exchange
Commission on April 17, 2000, and the Registration Statement on Form
S-8 (File No. 333-12845), filed by the Registrant with the Securities
and Exchange Commission on May 12, 2005, registering shares of its
Common Stock, par value $0.10 per share, issuable under the Plan
(which was formerly named the Franklin Electric Co., Inc. Key Employee
Performance Incentive Stock Plan), are hereby incorporated by
reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
All information required in this Registration Statement (other than
the exhibits and the signature page) is set forth in the Registration
Statement on Form S-8 (File No. 333-34994) and the Registration
Statement on Form S-8 (File No. 333-12845), as described above, and is
incorporated herein by reference.
ITEM 8. EXHIBITS.
The exhibits filed herewith or incorporated by reference herein
are set forth in the Exhibit Index filed as part of this registration
statement.
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 Fort Wayne,
State of Indiana, on this 24th day of April, 2009.
FRANKLIN ELECTRIC CO., INC.
By: /s/ R. Scott Trumbull
---------------------------------
R. Scott Trumbull
Chairman of the Board and
Chief Executive Officer
Each person whose signature appears below appoints each of R.
Scott Trumbull and John J. Haines as such person's true and lawful
attorney to execute in the name of each such person, and to file, any
amendments to this registration statement that such attorney deems
necessary or desirable to enable the Registrant to comply with the
Securities Act of 1933, and any rules, regulations, and requirements
of the Commission with respect thereto, in connection with the
registration of the shares of Common Stock (and the related Common
Stock Purchase Rights attached thereto) that are subject to this
registration statement, which amendments may make such changes in such
registration statement as the above-named attorneys deem appropriate,
and to comply with the undertakings of the Registrant made in
connection with this registration statement, and each of the
undersigned hereby ratifies all that said attorneys will do or cause
to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
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 April 24, 2009
--------------------- Board and Chief
R. Scott Trumbull Executive Officer
(Principal Executive
Officer)
/s/ John J. Haines Vice President, April 24, 2009
--------------------- Chief Financial
John J. Haines Officer and
Secretary (Principal
Financial and
Accounting Officer)
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Jerome D. Brady Director April 24, 2009
---------------------
Jerome D. Brady
/s/ David T. Brown Director April 24, 2009
---------------------
David T. Brown
/s/ David A. Roberts Director April 24, 2009
---------------------
David A. Roberts
/s/ David M. Wathen Director April 24, 2009
---------------------
David M. Wathen
/s/ Howard B. Witt Director April 24, 2009
---------------------
Howard B. Witt
/s/ Thomas L. Young Director April 24, 2009
---------------------
Thomas L. Young
EXHIBIT INDEX
Exhibit
Number Exhibit
------- -------
4.1 Rights Agreement dated as of October 15, 1999 between
Franklin Electric Co., Inc. and Illinois Stock Transfer
Company (incorporated herein by reference to Exhibit 4.1 to
the Company's Registration Statement on Form 8-A dated
October 19, 1999)
4.2 First Amendment to Rights Agreement dated as of December 1,
2006 between Franklin Electric Co., Inc. and LaSalle Bank
National Association (incorporated herein by reference to
Exhibit 4.2 to the Company's Registration Statement on Form
8-A/A filed on December 8, 2006)
4.3 Second Amendment to Rights Agreement dated as of July 11,
2007 between Franklin Electric Co., Inc. and LaSalle Bank
National Association (incorporated herein by reference to
Exhibit 4.1 to the Company's report on Form 8-K filed on
July 16, 2007)
4.4 Third Amendment to Rights Agreement dated as of September
22, 2008 between Franklin Electric Co., Inc. and Wells Fargo
Bank, National Association (incorporated herein by
reference to Exhibit 4.4 to the Company's Registration
Statement on Form 8-A/A filed on September 23, 2008)
4.5 Franklin Electric Co., Inc. Stock Plan, As Amended and
Restated Effective March 9, 2009 (incorporated herein by
reference to Exhibit A to the Company's 2009 Proxy Statement
for the Annual Meeting held on April 24, 2009)
5 Opinion of Schiff Hardin LLP
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Schiff Hardin LLP (contained in its opinion filed
herein as Exhibit 5)
24 Powers of Attorney (as set forth in the signature pages
hereto)