As filed with the Securities and Exchange Commission on April 23, 2010
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
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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.
NONEMPLOYEE DIRECTORS' DEFERRED COMPENSATION 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
233 South Wacker Drive
66th Floor
Chicago, Illinois 60606
(312) 258-5670
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 definitions of "large accelerated
filer," "accelerated filer" and "smaller reporting company" in Rule
12b-2 of the Exchange Act.
Large accelerated filer /x/ Accelerated filer / /
Non-accelerated filer / / Smaller reporting company / /
(Do not check if a smaller
reporting company)
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CALCULATION OF REGISTRATION FEE
PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM AMOUNT OF
TO BE OFFERING AGGREGATE REGISTRATION
TITLE OF SECURITIES TO BE REGISTERED REGISTERED PRICE PER SHARE(1) OFFERING PRICE(1) FEE
------------------------------------ ----------- ----------------- ---------------- ------------
Common Stock, par value $.10 per
share (including related Common 75,000(2) $34.79 $2,609,250 $186.04
Stock Purchase Rights)
Interests in the Plan (3) (3) (3) (3)
(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, 2010.
(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.
(3) In addition, pursuant to Rule 416 (c) under the Securities Act of 1933, this Registration Statement also
covers an indeterminate amount of interests to be offered or sold pursuant to the Franklin Nonemployee
Directors' Deferred Compensation Plan for which no separate fee is required.
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.
333-34996), filed by the Registrant with the Securities and Exchange
Commission on April 17, 2000, registering shares of its Common Stock,
par value $0.10 per share, issuable under the Plan are hereby
incorporated by reference.
PART III
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. 333-34996) 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
THE REGISTRANT. 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
Chicago, State of Illinois, on this 19th day of February, 2010.
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 Board and February 19, 2010
------------------------------ Chief Executive Officer
R. Scott Trumbull (Principal Executive Officer)
/s/ John J. Haines Vice President, Chief February 19, 2010
------------------------------ Financial Officer and
John J. Haines Secretary (Principal Financial
and Accounting Officer)
/s/ Jerome D. Brady Director February 19, 2010
------------------------------
Jerome D. Brady
/s/ David T. Brown Director February 19, 2010
------------------------------
David T. Brown
/s/ David A. Roberts Director February 19, 2010
------------------------------
David A. Roberts
/s/ David M. Wathen Director February 19, 2010
------------------------------
David M. Wathen
/s/ Howard B. Witt Director February 19, 2010
------------------------------
Howard B. Witt
/s/ Thomas L. Young
------------------------------ Director February 19, 2010
Thomas L. Young
THE PLAN. Pursuant to the requirements of the Securities Act of
1933, the Plan Administrator has duly caused this Registration
Statement to be signed on its behalf by the undersigned, in the City
of Chicago, State of Illinois, on February 19, 2010.
FRANKLIN ELECTRIC CO., INC.
NONEMPLOYEE DIRECTORS DEFERRED
COMPENSATION PLAN
By: /s/ David M. Wathen
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David M. Wathen
Chairman, Corporate
Governance Committee
By: /s/ David T. Brown
--------------------------
David T. Brown
Member, Corporate
Governance Committee
By: /s/ David A. Roberts
--------------------------
David A. Roberts
Member, Corporate
Governance Committee
By: /s/ Thomas L. Young
--------------------------
Thomas L. Young
Member, Corporate
Governance Committee
EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBIT
------- -------
4.1 Amended and Restated Articles of Incorporation of Franklin
Electric Co., Inc. (incorporated herein by reference to the
Company's Form 8-K filed on May 3, 2007)
4.2 By-Laws of Franklin Electric Co., Inc. as amended July 25,
2008 (incorporated herein by reference to Exhibit 3.1 of the
Company's Form 8-K filed on July 29, 2008)
4.3 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)
4.4 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)
4.5 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)
4.6 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)
4.7 Franklin Electric Co., Inc. Nonemployee Directors' Deferred
Compensation Plan (incorporated by reference to Exhibit 10.1
of the Company's Form 10-Q for the first quarter ended on
April 1, 2006)
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)