AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 15, 2002
REGISTRATION NO. 333-
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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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TENNANT COMPANY
(Exact name of registrant as specified in its charter)
MINNESOTA 41-0572550
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
701 NORTH LILAC DRIVE 55440
P.O. BOX 1452 (Zip Code)
MINNEAPOLIS, MINNESOTA
(Address of principal executive offices)
TENNANT COMPANY
1998 MANAGEMENT INCENTIVE PLAN, AS AMENDED
(Full title of the plan)
JAMES J. SEIFERT
VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
TENNANT COMPANY
701 NORTH LILAC DRIVE
P.O. BOX 1452
MINNEAPOLIS, MINNESOTA 55440
(Name and address of agent for service)
(763) 540-1200
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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Title of Amount Proposed Maximum Proposed Maximum Amount of
Securities to to be Offering Price Aggregate Offering Registration
be Registered Registered(1) Per Share(2) Price(2) Fee
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Common Stock, par
value $.375 per share 100,000
Shares $38.95 $3,895,000 $358.34
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(1) This registration statement relates to 100,000 shares of the registrant's
Common Stock to be offered pursuant to the registrant's 1998 Management
Incentive Plan, as amended.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rules 457(c) and (h)(1) under the Securities Act of 1933, based
on the average of the high and low sale prices per share of the
registrant's Common Stock on March 8, 2002, as reported on the New York
Stock Exchange Composite Tape.
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PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents previously filed (File No. 0-4804) with the
Securities and Exchange Commission (the "Commission") pursuant to the Securities
Exchange Act of 1934 (the "Exchange Act") are, as of their respective dates,
incorporated by reference in this registration statement:
(a) The Annual Report on Form 10-K of Tennant Company (the
"Company") for the fiscal year ended December 31, 2000 (which
incorporates by reference certain portions of the Company's 2000 Annual
Report to Shareholders, including financial statements and accompanying
information, and certain portions of the Company's definitive proxy
statement for the Company's 2001 Annual Meeting of Shareholders);
(b) All other reports filed pursuant to Section 13(a) or 15(d) of
the Exchange Act since the end of the fiscal year covered by the Annual
Report referred to in (a) above; and
(c) The description of the Company's common stock contained in a
registration statement filed pursuant to the Exchange Act, together with
any amendments or reports filed for the purpose of updating that
description.
In addition, all documents filed by the Company pursuant to Sections
13(a), 13(c), 14, or 15(d) of the Exchange Act after the date of this
registration statement and before the filing of a post-effective amendment that
indicates that all shares of common stock offered have been sold, or that
deregisters all shares of common stock then remaining unsold, shall be deemed to
be incorporated by reference in, and to be a part of, this registration
statement from the date of filing of those documents.
Any statement contained in a document incorporated, or deemed to be
incorporated, by reference herein shall be deemed to be modified or superseded
for purposes of this registration statement to the extent that a statement
contained herein or incorporated herein by reference or in any other
subsequently filed document that is or is deemed to be incorporated by reference
herein modifies or supersedes that statement. Any statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this registration statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
James J. Seifert, Vice President, General Counsel and Secretary of the
Company, beneficially owns shares of the Company's common stock having a fair
market value of more than $40,000.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article VI of the Company's Restated By-Laws provides that the Company
shall indemnify its directors and officers to the full extent required by
Minnesota Statutes, Section 302A.521, or by other provisions of law. Section
302A.521 requires the Company to indemnify a person made or threatened to be
made a party to a proceeding by reason of the former or present official
capacity of the person with respect to the Company against judgments, penalties,
fines (including, without limitation, excise taxes assessed against the person
with respect to an employee benefit plan), settlements, and reasonable expenses,
including attorneys' fees and disbursements,
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incurred by the person in connection with the proceeding, if certain criteria
are met. These criteria, all of which must be met by the person seeking
indemnification, are:
(a) the person has not been indemnified by another organization
for the same judgments, penalties, fines, settlements, and expenses;
(b) the person must have acted in good faith;
(c) no improper personal benefit was obtained by the person and,
if applicable, certain statutory conflict-of-interest provisions have
been satisfied;
(d) in the case of a criminal proceeding, the person had no
reasonable cause to believe that the conduct was unlawful; and
(e) the person acted in a manner he or she reasonably believed was
in the best interests of the corporation or, in certain limited
circumstances, not opposed to the best interests of the corporation.
The determination as to eligibility for indemnification is made by the
members of the Company's board of directors, or a committee thereof, who are at
the time not parties to the proceedings under consideration, by special legal
counsel, by the shareholders who are not parties to the proceedings or by a
court.
Article VIII of the Company's Restated Articles of Incorporation
provides that no director shall be personally liable to the Company or its
shareholders for monetary damages for breach of fiduciary duty as director,
except:
(a) any breach of the director's duty of loyalty to the Company or
its shareholders;
(b) acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law;
(c) dividends, stock repurchases and other distributions made in
violation of Minnesota law or for violations of the Minnesota securities
laws;
(d) any transaction from which the director derived an improper
personal benefit; or
(e) any act or omission occurring before the effective date of the
provision in the Company's Restated Articles of Incorporation limiting
such liability.
Article VIII does not affect the availability of equitable remedies,
such as an action to enjoin or rescind a transaction involving a breach of
fiduciary duty, although, as a practical matter, equitable relief may not be
available. Nor does this Article limit the liability of directors for violations
of, or relieve them from the necessity of complying with, federal securities
laws.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
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ITEM 8. EXHIBITS.
Exhibit Description
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4 Rights Agreement, dated as of November 19,
1996, as amended, between the Company and
Wells Fargo Bank Minnesota, National
Association (f/k/a Norwest Bank Minnesota,
National Association) (incorporated by
reference to Exhibit 1 to Form 8-A dated
November 26, 1996, as amended by Form 8-A/A
dated November 18, 1999).
5 Opinion of James J. Seifert.
23.1 Consent of James J. Seifert (included in Exhibit 5).
23.2 Independent Auditors' Consent.
24 Powers of Attorney.
99 Tennant Company 1998 Management Incentive Plan, as amended.
ITEM 9. UNDERTAKINGS.
A. The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement;
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Securities and Exchange Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume and price
represent no more than a twenty percent change in the maximum
aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
PROVIDED, HOWEVER, that paragraphs (A)(1)(i) and (A)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Securities and Exchange Commission by the registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial BONA FIDE offering thereof.
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(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
B. The registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
herein, and the offering of such securities at that time shall be deemed to be
the initial BONA FIDE offering thereof.
C. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the Company has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant any in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
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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 Minneapolis, State of Minnesota, on March 15, 2002.
TENNANT COMPANY
By /s/ James J. Seifert
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Its Vice President, General Counsel and Secretary
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
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/s/ Janet M. Dolan President and Chief Executive Officer
-------------------------- (Principal Executive Officer)
Janet M. Dolan
/s/ Anthony T. Brausen Vice President, Chief Financial Officer and Treasurer
-------------------------- (Principal Financial Officer)
Anthony T. Brausen
/s/ Gregory M. Siedschlag Corporate Controller and Principal Accounting Officer
-------------------------- (Principal Accounting Officer)
Gregory M. Siedschlag
David C. Cox )
Andrew P. Czajkowski )
Janet M. Dolan )
James T. Hale )
Pamela K. Knous ) A majority of the Board of Directors*
William I. Miller )
Edwin L. Russell )
Stephen G. Shank )
Frank L. Sims )
* James J. Seifert, by signing his name hereto, hereby signs this document on
behalf of each of the above-named officers or directors of the registrant under
powers of attorney executed by those persons.
By /s/ James J. Seifert
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James J. Seifert
Vice President, General Counsel and Secretary,
Attorney in Fact
INDEX TO EXHIBITS
Exhibit Description
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4 Rights Agreement, dated as of November 19, 1996, as amended,
between the Company and Wells Fargo Bank Minnesota, National
Association (f/k/a Norwest Bank Minnesota, National Association)
(incorporated by reference to Exhibit 1 to Form 8-A dated
November 26, 1996, as amended by Form 8-A/A dated November 18,
1999)........................................................... Incorporated by Reference
5 Opinion of James J. Seifert..................................... Filed Electronically
23.1 Consent of James J. Seifert (included in Exhibit 5)
23.2 Independent Auditors' Consent................................... Filed Electronically
24 Powers of Attorney.............................................. Filed Electronically
99 Tennant Company 1998 Management Incentive Plan, as amended...... Filed Electronically