As filed with the Securities and Exchange Commission on July 3, 2001
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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GLOBAL POWER EQUIPMENT GROUP INC.
Delaware 73-1541378
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
6120 South Yale, Suite 1480
Tulsa, Oklahoma 74136
(Address of Principal Executive Offices) (Zip Code)
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2000 Option Plan
(Full title of the plan(s))
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Larry D. Edwards
President and Chief Executive Officer
Global Power Equipment Group Inc.
6120 South Yale, Suite 1480
Tulsa, Oklahoma 74136
(Name and address of agent for service)
(918) 488-0828
(Telephone number, including area code, of agent for service)
With a copy to:
Maureen Brundage, Esq.
White & Case LLP
1155 Avenue of the Americas,
New York, New York 10036
(212) 819-8200
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Approximate date of proposed sale pursuant to the
plan: From time to time after the effective date of this
registration statement.
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CALCULATION OF REGISTRATION FEE
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Title of securities to Amount to be Proposed maximum Proposed maximum Amount of
be registered registered (1) offering price per aggregate offering price registration fee
share
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Common Stock, par value 3,440,257 (2) $3.90 (2) $ 13,417,002.30(2) $3,354.25
$0.01 per share
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(1) Pursuant to Rule 416(c) under the Securities Act of 1933, this Registration
Statement also covers such indeterminate amount of shares of common stock as may
become issuable as a result of any future anti-dilution adjustment in accordance
with the terms of the 2000 Option Plan.
(2) The offering price is estimated solely for purposes of calculating the
registration fee. Pursuant to Rule 457(h), the proposed maximum registration fee
has been calculated for the common stock that may be issued upon exercise of (a)
options that have been granted under the 2000 Option Plan using the exercise
price of the issued options and (b) options that may be granted under the 2000
Option Plan using the average of the high and low prices of the Company's common
stock as reported by the New York Stock Exchange on June 26, 2001.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I of Form
S-8 will be sent or given to participants as specified by Rule 428(b)(1)
promulgated under the Securities Act of 1933, as amended (the "Securities Act").
Pursuant to the instructions in Part 1 of Form S-8, we are not required to file
these documents either as part of this registration statement or as prospectuses
or prospectus supplements pursuant to Rule 424 under the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following are incorporated by reference and made a part of this
registration statement:
(i) our prospectus dated May 17, 2001, filed with the Securities and
Exchange Commission (the "SEC") pursuant to Rule 424(b) on May
21, 2001; and
(ii) the description of our common stock contained in our registration
statement on Form 8-A as filed with the SEC on May 18, 2001.
All documents we file pursuant to Sections 13(a), 13(c), 14 and 15(d)
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
subsequent to the effective date of this registration statement, prior to the
filing of a post-effective amendment which indicates that all securities offered
by this registration statement have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference and to be a part of this registration statement from the date of
filing of such documents. Any statement contained herein or in any document
incorporated or deemed to be incorporated by reference shall be deemed to be
modified or superseded for purposes of this registration statement to the extent
that a statement contained in any other subsequently filed document which also
is or is deemed to be incorporated by reference modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed to
constitute a part of this registration statement, except as so modified or
superseded.
Item 4. Description of Securities
Not applicable.
Item 5. Interest of Named Experts and Counsel
Not applicable.
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Item 6. Indemnification of Officers and Directors
Liability
Section 102(b)(7) of Delaware's General Corporation Law gives each
Delaware corporation the power to eliminate or limit its directors' personal
liability to the corporation or its stockholders for monetary damages for
certain breaches of fiduciary duty as a director, except:
o for any breach of the director's duty of loyalty to the
corporation or its stockholders;
o for acts or omissions not in good faith, or which involve
intentional misconduct or a knowing violation of the law;
o under Section 174 of Delaware's General Corporation Law
(providing for liability of directors for the unlawful payment of
dividends or unlawful stock purchases or redemptions); or
o for any transaction from which a director derived an improper
personal benefit.
You should know that our Amended and Restated Certificate of
Incorporation eliminates the personal liability of our directors to the fullest
extent permitted by Section 102(b)(7) of Delaware's corporation law.
Indemnification
Section 145 of Delaware's General Corporation Law grants each Delaware
corporation the power to indemnify its directors and officers against liability
for certain of their acts.
Article IV of our Amended and Restated By-Laws provides that we shall,
to the full extent permitted by law, indemnify each person who is or was a
director, officer, employee or agent of our company and may indemnify each
person who is or was serving at our request as a director, officer, employee or
agent of or participant in another corporation or of a partnership, joint
venture, trust or other enterprise.
As permitted by Section 102(b)(7) of Delaware's General Corporation
Law, Article IX of our Amended and Restated Certificate of Incorporation
provides that a director of our company will not be personally liable to us or
our stockholders for monetary damages for breach of fiduciary duty as a
director, except (1) for any breach of the director's duty of loyalty to us or
our stockholders, (2) for act or omissions not in good faith or which involve
intentional misconduct or a knowing violation of the law, (3) under Section 174
of Delaware's General Corporation Law or (4) for any transaction from which the
director derived an improper personal benefit. Article IX also provides that we
will indemnify officers, directors, employees and agents of our company to the
fullest extent permitted under Delaware's General Corporation Law and advance
expenses incurred by such directors, officers, employees and agents in relation
to any action, suit or proceeding.
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Item 7. Exemption From Registration Claimed
Not applicable.
Item 8. Exhibits
4.1 Amended and Restated Certificate of Incorporation of Global Power
Equipment Group Inc.
4.2 Amended and Restated By-laws of Global Power Equipment Group Inc.
5.1 Opinion of White & Case LLP
23.1 Consent of Arthur Andersen LLP
23.2 Consent of White & Case LLP (contained in Exhibit 5.1 filed herewith)
24 Powers of Attorney (included on signature pages hereto)
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;
(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;
(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 (i) and (ii) above 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 SEC by the registrant pursuant to Section 13 or
15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement;
(2) That, for the purposes of determining any liability
under the Securities Act, each such 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;
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, each filing of the registrant's annual report pursuant to
Section 13(a) or 15(d) of the Exchange Act that is
incorporated by reference in this 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 SEC 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 a 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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 Tulsa, State of Oklahoma on this 30th day of
June, 2001.
GLOBAL POWER EQUIPMENT GROUP INC.
By:/s/ Larry D. Edwards
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Name: Larry D. Edwards
Title: President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Larry D. Edwards and James P. Wilson his
true and lawful attorneys-in-fact and agents with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement and to file the same, with all exhibits granting
unto said attorneys-in-fact and agents, each of them, full power and authority
to do and perform each and every act and thing requisite or necessary to be done
in and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all the said
attorneys-in-fact and agents or either of them, or his or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
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Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons (who
include a majority of the Board of Directors) in the capacities and on the dates
indicated.
Signature Title Date
/s/Larry D. Edwards
--------------------- President, Chief Executive Officer June 30, 2001
Larry D. Edwards and Director
(Principal Executive Officer)
/s/Michael H. Hackner
---------------------- Chief Financial Officer and Vice June 30, 2001
Michael H. Hackner President of Finance
(Principal Financial and Accounting
Officer)
/s/Stephen Eisenstein
---------------------- Chairman of the Board June 30, 2001
Stephen Eisenstein
/s/Edgar Hotard
--------------------- Director June 30, 2001
Edgar Hotard
/s/Ira Kleinman
--------------------- Director June 30, 2001
Ira Kleinman
/s/Bengt Sohlen
--------------------- Director June 30, 2001
Bengt Sohlen
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