As
filed
with the Securities and Exchange Commission November 13, 2007
Registration
No. 333-
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
S-8
REGISTRATION
STATEMENT UNDER THE
SECURITIES
ACT OF 1933
THE
L.S. STARRETT COMPANY
(Exact
Name of Registrant as Specified in Its Charter)
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MASSACHUSETTS
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04-1866480
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(State
or other jurisdiction of
incorporation
or organization)
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(I.R.S.
Employer
Identification
No.)
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121
CRESCENT STREET, ATHOL, MASSACHUSETTS
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01331
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(Address
of principal executive offices)
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(Zip
Code)
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2007
EMPLOYEES' STOCK PURCHASE PLAN
(Full
Title of the Plan)
RANDALL
J. HYLEK
The
L.S.
Starrett Company
121
Crescent Street, Athol, Massachusetts 01331
978-249-3551
(Name,
Address and Telephone Number of Agent for Service)
With
copies to:
STEVEN
A. WILCOX
Ropes
& Gray LLP
One
International Place
Boston,
Massachusetts 02110
(617)
951-7000
CALCULATION
OF REGISTRATION FEE
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Title
of each class of Securities to be registered
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Amount
to be registered (2)(5)
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Proposed
maximum offering price per unit (1)(2)(3)
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Proposed
maximum aggregate offering
price (2)(3)(4)
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Amount
of registration fee
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Class
A Common Stock, $1.00 par value
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500,000
shares
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$15.53
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$7,767,750
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$238.38
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Class
B Common Stock, $1.00 par value
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500,000
shares
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---
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---
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---
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(1) Pursuant
to Rule 457(c), the proposed maximum offering price per share is an estimate
based on 85% of the average of the high and low prices of The L.S. Starrett
Company Class A Common Stock reported on the New York Stock Exchange, Inc.
on
November 7, 2007.
(2) No
more than 500,000 shares of Class A Common Stock and Class B Common Stock
in the
aggregate may be issued.
(3) Estimated
solely for the purpose of determining the registration fee pursuant to Rule
457(h) on the basis of the average of the high and low prices of The L.S.
Starrett Company Class A Common Stock reported on the New York Stock Exchange,
Inc. on November 7, 2007.
(4) Calculated
on the basis of 500,000 shares of Class A Common Stock because no market
exists
for the shares of Class B Common Stock, which shares of Class B Common Stock
are
convertible into shares of Class A Common Stock on a one-for-one
basis.
(5) Pursuant
to Rule 416(a) under the Securities Act of 1933, as amended, this Registration
Statement also includes an indeterminable number of additional shares of
Common
Stock that may become issuable pursuant to antidilution adjustment provisions
of
the Company's 2007 Employees' Stock Purchase Plan.
PART
I
INFORMATION
REQUIRED IN THE SECTION 10(a) PROSPECTUS
Note: The
document(s)
containing the information required by Item 1 of this Form S-8 and the statement
of availability of Registrant information, and other information required
by
Item 2 of this Form will be sent or given to employees as specified by Rule
428
under the Securities Act of 1933, as amended (the "Securities
Act"). In accordance with Rule 428 and the requirements of Part I of
Form S-8, such documents are not being filed with the Securities and Exchange
Commission (the "Commission") either as part of this Registration Statement
or
as prospectuses or prospectus supplements pursuant to Rule 424. The
L.S. Starrett Company (the "Company" or the "Registrant") shall maintain
a file
of such documents in accordance with the provisions of Rule 428. Upon
request, the Registrant shall furnish to the Commission or its staff a copy
of
any or all of the documents included in such file.
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
3. Incorporation of Documents by Reference.
The Registrant
hereby incorporates the following documents herein, filed with the Commission,
by reference:
(a)
The Registrant's Annual Report on
Form 10-K for the fiscal year ended June 30, 2007.
(b)
All other Reports filed pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended
(the
"Exchange Act") since the end of the fiscal year covered by the Company document
referred to in (a) above.
(c)
The description of the Company's
Class A and Class B Common Stock, $1.00 par value (the "Common Stock"),
contained in the Company's Registration Statements and subsequent reports
filed
under the Exchange Act.
All
documents subsequently filed by the Registrant or the 2007 Employees' Stock
Purchase Plan (the "Plan") pursuant to Section 13(a), Section 13(c), Section
14
and Section 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment to this Registration Statement that indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated herein by reference from the date
of
filing of such documents.
Item
4. Description of Securities.
Because the
class
of securities being offered is registered under Section 12 of the Exchange
Act
and the Plan interests are being registered, they need not be described pursuant
to this item.
Item
5. Interests of Named Experts and Counsel.
Steven
A. Wilcox, a partner in Ropes
& Gray LLP, is the Clerk of the Company.
Item
6. Indemnification of Directors and Officers.
Massachusetts
Law Regarding Indemnification
Indemnification
of
Directors. Section 8.51 of Chapter 156D of the Massachusetts
General Laws permits, in part, indemnification by a Massachusetts corporation
of
its directors with respect to any employee benefit plan if the director engaged
in conduct which that director reasonably believed to be in the interests
of the
participants in, and the beneficiaries of, the plan or was at least not opposed
to the best interests of the corporation. Section 8.52 requires
indemnification of a director who was wholly successful, on the merits or
otherwise, in the defense of any proceeding to which he was a party because
he
was a director of the corporation against reasonable expenses incurred by
him in
connection with the proceeding. Conversely, therefore, Section 8
prohibits a corporation from indemnifying a person with respect to any matter
who has been adjudicated not to have acted in good faith in the reasonable
belief that his action was in the best interest of the corporation or in
the
best interest of the participants or beneficiaries of an employee benefit
plan,
as the case may be.
Section
8.54 specifically permits a
court-ordered indemnification and advance for expenses incurred in defending
the
action or proceeding for a director. Section 8.55 prohibits a
corporation from indemnifying a director under Section 8.51 unless authorized
for a specific proceeding after a determination has been made that
indemnification of the director is permissible because he has met the relevant
standard of conduct set forth in said Section 8.51.
Indemnification
of
Officers. In
addition, Chapter 156D provides for indemnification for officers of a
corporation. A corporation may indemnify and advance expenses under
Section 8.56 to an officer of the corporation who is a party to a proceeding
because he is an officer of the corporation to the same extent as a director;
and if he is an officer but not a director, to such further extent as may
be
provided by the articles of organization, the bylaws, a resolution of the
board
of directors, or contract except for liability arising out of acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation
of law.
Indemnification
under the Company's By-laws
The
Company shall, to the maximum
extent permitted under applicable law, indemnify any person against all
liabilities and expenses reasonably incurred in connection with the defense
or
disposition of any action, suit or proceeding, in which such person may be
involved or with which such person may be threatened, by reason of the fact
that
such person:
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(a)
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is
or was or has agreed to be a director or officer of the Company
or while
serving as a director or officer is or was serving at the request
of the
Company as a director, officer, trustee, employee or agent of another
organization; or
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(b)
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is
or was a director, officer or employee who is or was serving or
has agreed
to serve at the request of the Company in any capacity with respect
to any
employee benefit plan, including trustees and
administrators.
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No
indemnification shall be provided
with respect to any matter disposed of by settlement unless:
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(a)
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such
indemnification is approved by a majority of the holders of the
shares of
the Company then entitled to vote for directors, exclusive of any
shares
owned by an interested director or officer;
or
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(b)
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such
indemnification and such settlement is approved by a majority of
the
disinterested directors as being in the best interest of the Company
or
employee benefit plan or participants served, as the case may be;
or
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(c)
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if
no directors are disinterested, a written opinion, reasonably satisfactory
to the Company, of independent legal counsel that (i) such indemnification
and such settlement, decree or disposition are in the best interest
of the
Company or employee benefit plan or participants served, as the
case may
be, and (ii) if adjudicated, such indemnification would not be
found to
have been prohibited by law.
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As
used in the By-laws, a director is
"interested" if he or she is a defendant in the proceeding in question or
a
similar proceeding, and a "disinterested director" is any director who is
not an
interested director.
Expenses
reasonably incurred in the
defense of any proceeding may be paid by the Company in advance, upon an
undertaking by the person being indemnified to repay such expenses if it
is
ultimately determined that indemnification for such expenses is not authorized
under the By-laws.
Any
repeal or modification of the
indemnification provisions of the By-laws shall not adversely affect any
right
or protection of a director or officer or employee benefit plan trustee or
administrator relating to any acts or omission of such person occurring prior
to
such repeal or modification.
The
Company may enter into
indemnification agreements with any director, officer or employee benefit
plan
trustee or administrator so long as such agreement is in accordance with
the
By-laws.
Indemnification
Agreements
The
Company has entered into
indemnification agreements with each of its directors, certain of its officers,
and employee benefit plan trustees or administrators who are employees of
the
Company.
Other
Indemnification
Insofar
as indemnification for
liabilities arising under the Securities Act may be permitted to directors,
officers and controlling persons of the Company pursuant to the foregoing
provisions,
or otherwise, the Company has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the Securities
Act
and is, therefore, unenforceable.
The
Company has purchased directors and
officers liability insurance.
Item
7. Exemption from Registration Claimed.
Not
Applicable.
Item
8. Exhibits.
Exhibit
4.1 The
L.S. Starrett Company 2007 Employees' Stock Purchase Plan.
5.1 Opinion
of Ropes & Gray LLP.
23.1 Consent
of Grant Thornton LLP.
23.2 Consent
of Deloitte & Touche.
23.3 Consent
of Ropes & Gray LLP (See Exhibit 5.1).
24.1 Power
of Attorney.
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, 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) shall not apply if the information
required to be included in a post-effective amendment by those paragraphs
is
contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act 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 such post-effective amendment 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; and
(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
undersigned Registrant hereby undertakes that, for purposes of determining
any
liability under the Securities Act of, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that
is
incorporated by reference in the registration statement 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.
(c)
Insofar as indemnification for liabilities arising under the Securities Act
may
be permitted to directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act 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 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 and will be governed by the final
adjudication of such issue.
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 Athol, Commonwealth
of
Massachusetts, on November 13, 2007.
THE
L.S. STARRETT
COMPANY
By:
/s/ Douglas A. Starrett
Name: Douglas
A. Starrett
Title: Chief
Executive Officer, President and
Director
EXHIBIT
INDEX
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Number
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Title
of Exhibit
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4.1
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The
L.S. Starrett Company 2007 Employees' Stock Purchase
Plan.
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5.1
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Opinion
of Ropes & Gray LLP.
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23.1
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Consent
of Grant Thornton LLP.
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23.2
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Consent
of Deloitte & Touche LLP.
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23.3
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Consent
of Ropes & Gray LLP (See Exhibit 5.1).
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24.1
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Power
of Attorney.
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EXHIBIT
4.1
THE
L.S.
STARRETT COMPANY
2007
EMPLOYEES’ STOCK PURCHASE PLAN
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Section
1.
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Purpose
and Scope of Plan.
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The
L.S.
Starrett Company 2007 Employees’ Stock Purchase Plan (the “Plan”) is intended to
provide a convenient means by which eligible employees of The L.S. Starrett
Company (the “Company”) and of such subsidiaries of the Company as the Board of
Directors of the Company may from time to time designate (“participating
subsidiaries”) may save regularly through voluntary, systematic payroll
deductions and use such savings to purchase shares of stock of the Company
(“Stock”) at an option price, and thereby acquire an interest in the future of
the Company. For all purposes of the Plan, the term “Stock” shall
include Class A Common Stock of the Company and, to such extent (if any) as
the Board of Directors of the Company may determine consistent with the purposes
of the Plan, Class B Common Stock of the Company. The principal
difference between the Class A Stock and the Class B Stock is their respective
voting rights. Class B Stock is otherwise identical to the Class A
Stock except (i) that it is generally non-transferable except to lineal
descendants, (ii) cannot receive more dividends per share than the Class
A Stock
and (iii) can be converted to Class A Stock at any time. It is
expected that any issuances of Class B Stock pursuant to the 2007 Plan, by
increasing the voting power of the Company’s employees and management, would
make it more difficult for a potential acquirer to acquire control of the
Company through unsolicited takeover attempts or hostile takeover
tactics. This measure would thereby discourage offers for the
Company, and create greater stability for the Company, its employees and
stockholders.
Like
previous plans that have been in effect for many years, the primary purpose
of
the Plan is to provide a convenient means for eligible employees to acquire
an
interest in the future of the Company by purchasing its Stock at an option
price. The Plan contains substantially the same operative provisions
as the 2002 Employees' Stock Purchase Plan. The purpose of the Plan
is to help provide personnel a nest egg for retirement. The Plan is
not intended to be used as a buy and sell plan while the participant is actively
employed. The Plan allows each participant to acquire shares of Stock
at a favorable price to accomplish this purpose. The Plan will give
new employees an opportunity to participate in the success of the Company
and
allow present employee stockholders to invest further if they so
desire. Management feels that a further financial interest of this
type on the part of those who work in the Company and its subsidiaries gives
it
an added edge that makes a difference in Company performance.
For
these
purposes, the Company has established this Plan under which it will issue
an
aggregate of not more than 500,000 authorized but unissued shares of Class
A or
Class B shares of Stock pursuant to the exercise of options granted only
to
employees who meet the eligibility requirements set forth in Section 2
hereof. Said options shall, subject to the Company’s right to
discontinue the Plan at its discretion at any time, be granted by the Company
from time to time
over
a
five-year period commencing with the effective date of the Plan as specified
in
Section 20 hereof.
For
purposes of the Plan, the term “subsidiary” shall mean a “subsidiary
corporation” within the meaning of Section 424(f) of the Internal Revenue Code
of 1986, as it may from time to time be amended (the “Code”).
|
Section
2.
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Eligible
Employees.
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Each
employee of the Company (and of its subsidiaries designated to participate
in
the Plan) having at least six months of continuous service on the date of
grant
of an option will be eligible to participate in the Plan. However,
directors of the Company or of a subsidiary who are not employees of the
Company
or a subsidiary and employees owning or deemed to own 5% or more of the Stock
are not eligible to participate. Executive officers and directors who
are eligible to participate in the Plan include Douglas A. Starrett (President
and CEO and a Director of the Company), Randall J. Hylek (Treasurer and Chief
Financial Officer of the Company), Anthony M. Aspin (Vice President Sales
of the
Company) and Stephen F. Walsh (Vice President of Operations of the
Company).
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Section
3.
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Term
of Options.
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Each
option under the Plan will, unless exercised, expire two years from the date
of
its grant.
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Section
4.
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Purchase
Price.
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The
purchase price of the Stock issued pursuant to the exercise of an option
granted
under the Plan shall be 85% of the fair market value of the Stock at (i)
the
time of grant of the option or (ii) the time at which such option is exercised,
whichever is less. The fair market value of the Stock shall be
determined by the Company.
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Section
5.
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Number
of Shares.
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Each
employee will be entitled to purchase a maximum of 9,600 shares under the
Plan,
subject to proportionate reduction in the event the number of shares then
being
offered under the Plan is over-subscribed. In addition, no employee
will be granted an option that would permit him or her to purchase shares
(under
the Plan and all Employee Stock Purchase Plans of the Company and its
subsidiaries) to accrue at a rate that exceeds $25,000 in fair market value
of
stock (determined at the time of grant) for each calendar year during which
the
option is outstanding.
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Section
6.
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Method
of Participation.
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The
Company will notify eligible employees of its intention to grant options
and
each employee will indicate the number of shares for which he or she wishes
to
subscribe. Thereafter, the Company will formally grant options for a
specified number of shares, exercisable on a specified date two years from
the
date of grant.
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Section
7.
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Method
of Payment.
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An
employee who receives an option will authorize payroll deductions to be made
from his or her compensation over the two year term of the
option. The employee may make advance cash payments in any amount at
any time during the two years.
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Section
8.
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Rights
as Shareholders.
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The
employee will not have any rights as a shareholder and will not receive
dividends with respect to any shares subject to option until he or she has
been
issued the shares.
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Section
9.
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Exercise
of Option.
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The
employee may exercise an option by giving written notice to the Company
specifying the number of shares he or she wishes to purchase, and representing
that the stock is being acquired for investment and not with any existing
intention to resell the stock. The Company is obligated as soon as
practicable after receipt of this notice to apply the employee’s accumulated
payroll deductions and any additional cash contributions to the purchase
price
of the shares and to issue and deliver the shares and return any surplus
payments, subject to the receipt of any governmental approval and to applicable
New York Stock Exchange requirements.
Interest
will be payable by the Company on any payroll deductions and additional cash
contributions accumulated under the Plan. Interest will be computed
at a rate determined by the Company.
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Section
11.
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Right
to Cancel.
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An
employee may cancel all or any part of his or her options under the Plan
at any
time prior to exercise, but if he or she holds more than one option, the
options
must be canceled in reverse chronological order of their dates of
grant. Upon such cancellation, payments made by the employee with
respect to the canceled options will be returned to the employee with
interest.
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Section
12.
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Termination
of Employment.
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If
an
employee holds an option at the time his or her employment with the Company
or
its subsidiaries is terminated either through retirement with the consent
of the
Employer within three months of the date such option becomes exercisable,
or by
death whenever occurring, such employee or his or her legal representative
by
written noticed delivered to the Company on or before the option exercise
date
may either cancel the option and receive, with interest, the total amount
of
payments made by the employee or pay the amount which is necessary to complete
payment for the shares. The failure of the employee or his or her
legal representative to file a written notice will be treated as an election
to
cancel the options and receive the payments due on cancellation. Upon
termination of employment with the Company for any other reason, all options
held by an employee will terminate and any payments made with respect thereto
will be returned to the employee with interest.
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Section
13.
|
Employee's
Rights Not Transferable.
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All
employees granted options under the Plan will have the same rights and
privileges. Each employee’s rights will be exercisable during the
employee’s lifetime only by the employee and may not be sold, pledged, assigned
or otherwise transferred. An employee’s violation of these
restrictions may lead to termination of his or her options by the
Company.
|
Section
14.
|
Employment
Rights.
|
Nothing
in the Plan is to be construed so as to give any employee the right to be
retained in the service of the Company or any subsidiary nor to give the
Company
or any subsidiary the right to require the employee remain in its service
or to
interfere with an employee’s right to terminate employment at any
time.
|
Section
15.
|
Change
in Capitalization.
|
In
the
event there is a change in the outstanding stock of the Company due to a
stock
dividend, split-up, recapitalization, merger, consolidation or other
reorganization, the aggregate number and class of shares available under
the
Plan and under any outstanding options, as well as the option price, will
be
appropriately adjusted, but only if the Company determines that the adjustment
will not constitute a modification of options granted under the Plan or
otherwise disqualify the Plan under Section 423 of the Code.
|
Section
16.
|
Administration
of the Plan.
|
The
Company will administer the Plan, determine all questions arising thereunder
and
adopt, administer and interpret the rules and regulations relating to the
Plan
as it deems necessary or advisable.
|
Section
17.
|
Amendment
and Termination of the Plan.
|
The
Company will have the right to amend the Plan at any time, but cannot make
a
Plan amendment relating to the aggregate number of shares available under
the
Plan and the class of employees eligible to participate without the approval
of
the holders of the Company’s Common Stock. If the Company terminates
the Plan, it may leave outstanding options in place or provide for acceleration
of the option exercise date.
|
Section
18.
|
Approval
of Stockholders.
|
The
Plan
shall not have any force or effect unless it shall have been approved within
12 months before or after its adoption by the Board of Directors by a
majority of the votes cast at a duly held stockholders’ meeting at which a
quorum representing a majority of all outstanding Stock is, either in person
or
by proxy, present and voting on the Plan.
|
Section
19.
|
Compliance
with Code.
|
Notwithstanding
any other provisions of the Plan:
No
option
shall be granted hereunder which could cause the Plan or any other options
issued hereunder to fail to qualify under Section 423 of the
Code. Without limiting the foregoing, all employees granted options
under the Plan shall have the same rights and privileges, subject to and
consistent with the provisions of Section 423(b)(5) of the Code.
Any
director of the Company or of a subsidiary who is not an employee of the
Company
or of a subsidiary, and any employee who immediately after the grant of an
option to him or her is determined (in accordance with the provisions of
Sections 423 and 424(d) of the Code) to own Stock possessing 5% or more of
the
total combined voting power or value of all classes of Stock of the Company
or
of its parent or subsidiary corporations, as defined in Section 424 of the
Code,
shall not be eligible to purchase Stock pursuant to the Plan.
No
employee shall be granted an option under the Plan that would permit his
rights
to purchase shares of Stock under all employee stock purchase plans of the
Company and its parent and subsidiary corporations, as defined in Section
424 of
the Code, to accrue at a rate that exceeds $25,000 in fair market value of
such
Stock (determined at the time the option is granted) for each calendar year
during which any such option granted to such employee is outstanding at any
time.
|
Section
20.
|
Effective
Date.
|
The
effective date of the Plan shall be October 10, 2007.
EXHIBIT
5.1
EXHIBIT
23.3
November
13, 2007
|
121
Crescent Street
Athol,
Massachusetts 01331
|
|
This
opinion is furnished to you in
connection with the Registration Statement on Form S-8 (the "Registration
Statement"), filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, for the registration of 500,000 shares
of
Common Stock, $1.00 par value (the "Shares"), of The L.S. Starrett Company,
a
Massachusetts corporation (the "Company"). The shares are issuable
under the Company's 2007 Employees' Stock Purchase Plan (the
"Plan").
We
are familiar with the actions taken
by the Company in connection with the proposed issuance of the
Shares. For purposes of our opinion, we have examined and relied upon
such documents, records, certificates, and other instruments as we have deemed
necessary. The opinions expressed below are limited to the laws of
The Commonwealth of Massachusetts.
Based
on the foregoing, we are of the
opinion that the Shares have been duly authorized and, when the Shares have
been
issued and sold in accordance with the terms of the Plan, the Shares will
be
validly issued, fully paid, and non-assessable.
We
hereby consent to the filing of this
opinion as an exhibit to the Registration Statement. Our consent
shall not be deemed an admission that we are experts whose consent is required
under Section 7 of the Securities Act of 1933, as amended.
It
is understood that this opinion is
to be used only in connection with the offer and sale of Shares while the
Registration Statement is in effect.
/s/
Ropes
& Gray LLP
EXHIBIT
23.1
CONSENT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We
have
issued our reports dated September 17, 2007, accompanying the consolidated
financial statements and schedule as of June 30, 2007 and June 24, 2006 and
for
each of the years then ended and management’s assessment on the effectiveness of
internal control included in the Annual Report of The L.S. Starrett Company
on
Form 10-K which is incorporated by reference in this Registration
Statement. We consent to the incorporation by reference in this
Registration Statement of the aforementioned reports.
/s/
GRANT
THORNTON LLP
Boston,
MA
November
12, 2007
EXHIBIT
23.2
CONSENT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We
consent to the incorporation by reference in this Registration Statement
on Form
S-8 of our report dated September 8, 2005, relating to the financial statements
of The L.S. Starrett Company appearing in the Annual Report on Form 10-K
of The
L. S. Starrett Company for the year ended June 30, 2007.
/s/
Deloitte & Touche LLP
Boston,
Massachusetts
November
9, 2007
EXHIBIT
24.1
POWER
OF ATTORNEY
Pursuant
to the requirement of the
Securities Act of 1933, this Registration Statement has been signed by the
following persons in the capacities and on the dates indicated. Each
person whose signature appears below hereby constitutes and appoints both
Douglas A. Starrett and Randall J. Hylek, each with full power of
substitution, his true and lawful attorney-in-fact and agent with full power
to
him to sign for him and in his name in the capacities indicated below any
and
all amendments (including post-effective amendments) to this Registration
Statement and to file the same, with exhibits thereto, and other documents
in
connection therewith, and he hereby ratifies and confirms his signature as
it
may be signed by said attorney to any and all such amendments.
|
Signature
|
|
Capacity
|
|
Date
|
|
/s/
Douglas A. Starrett
Douglas
A. Starrett
|
|
Chief
Executive Officer, President (Principal Executive Officer) and
Director
|
|
November
13, 2007
|
|
/s/
Randall J. Hylek
Randall
J. Hylek
|
|
Treasurer
and Chief Financial Officer (Principal
Financial Officer)
|
|
November
13, 2007
|
|
/s/
Robert J. Simkevich
Robert
J. Simkevich
|
|
Corporate
Controller (Principal Accounting Officer)
|
|
November
13, 2007
|
|
/s/
Stephen F. Walsh
Stephen
F. Walsh
|
|
Senior
Vice President of Operations and Director
|
|
November
13, 2007
|
|
/s/
Salvador de Camargo, Jr.
Salvador
de Camargo, Jr.
|
|
President,
Starrett Inustria e Comercio, Ltda, Brazil and Director
|
|
November
13, 2007
|
|
/s/
Ralph G. Lawrence
Ralph
G. Lawrence
|
|
Director
|
|
November
13, 2007
|
|
/s/
Terry A. Piper
Terry
A. Piper
|
|
Director
|
|
November
13, 2007
|
|
/s/
Richard B. Kennedy
Richard
B. Kennedy
|
|
Director
|
|
November
13, 2007
|
|
/s/
Robert L. Montgomery, Jr.
Robert
L. Montgomery, Jr.
|
|
Director
|
|
November
13, 2007
|