DONALDSON Co INC — Registration Form 2010

Nov 19, 2010

S-8 1 donaldson105853_s8.htm FORM S-8

Registration No. 333-______
As filed with the Securities and Exchange Commission on November 19,
2010
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
DONALDSON
COMPANY, INC.
(Exact name of registrant as specified in its charter)
Delaware	41-0222640
(State or other jurisdiction	(I.R.S. Employer
of incorporation or organization)	Identification No.)
1400 West 94th Street
Minneapolis, Minnesota 55431
(Address
of principal executive
offices,
including
zip code)
DONALDSON COMPANY, INC. 2010 MASTER STOCK
INCENTIVE PLAN
(Full title of the plan)
Norman C. Linnell
Vice President, General Counsel and
Secretary
Donaldson Company, Inc.
1400 West 94th Street
Minneapolis, Minnesota 55431
(952) 887-3131
(Name, address and telephone number,
including area code, of agent for service)

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 the 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 o |
| --- | --- |
| Non-accelerated
filer o | Smaller reporting
company o |
| (Do not check if a smaller
reporting company) | |

CALCULATION OF REGISTRATION FEE

Title of securities to be registered	Amount to be registered(1)	Proposed maximum offering price per share(2)	Proposed maximum aggregate offering price(2)	Amount of registration fee
Common
Stock, $5.00 par value per share (3)	4,600,000
shares	$49.91	$229,586,000	$16,370

| (1) | Represents
shares of common stock of Donaldson Company, Inc. issuable under the
Donaldson Company, Inc. 2010 Master Stock Incentive Plan. Pursuant to
Rule 416 under the Securities Act of 1933, as amended, this registration
statement also covers any additional shares of Donaldson Company, Inc. common
stock that may be granted under the Plan to prevent dilution resulting from
stock splits, stock dividends or similar transactions. |
| --- | --- |
| (2) | Estimated
solely for the purpose of calculating the registration fee in accordance with
Rules 457(h)(1) and (c) under the Securities Act of 1933, as amended, based
on the average of the high and low sales prices of Donaldson Company, Inc.
common stock as reported on the New York Stock Exchange on
November 16, 2010. |
| (3) | Includes
corresponding rights to acquire shares of Donaldson Company, Inc. preferred
stock pursuant to the Preferred Stock Amended and Restated Rights Agreement
between Donaldson Company, Inc. and Wells Fargo Bank, N.A., dated as of
January 27, 2006, or any successor rights agreement of Donaldson Company,
Inc. |

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. Incorporation of Documents by Reference.

The following documents, which have been filed with the Securities and Exchange Commission (the “SEC”) by Donaldson Company, Inc. (“we,” “us,” “our” or “Donaldson”), are incorporated by reference in this registration statement:

| (a) | Our Annual
Report on Form 10-K for the year ended July 31, 2010; and |
| --- | --- |
| (b) | The
description of our common stock and preferred stock purchase rights contained
in any registration statement or report filed by us under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), including any
amendment or report filed for the purpose of updating such description. |

All documents filed by us pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date hereof, and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the respective dates of the filing of such documents.

Item 4.	Description of Securities.
Not
applicable.
Item 5.	Interests of Named Experts and Counsel.
Not
applicable.
Item 6.	Indemnification of Directors and Officers.

Section 145 of the Delaware General Corporation Law (“DGCL”), as amended, provides that, under certain circumstances, a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at its request in such capacity in another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful.

The Fourteenth Article of our Restated Certificate of Incorporation provides that no director will be personally liable to Donaldson or its stockholders for monetary damage for breach of fiduciary duty as a director, except for liability (1) for any breach of the director’s duty of loyalty to Donaldson or its stockholders, (2) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (3) under the DGCL provision making directors personally liable for unlawful payment of dividends or unlawful stock repurchases or redemptions, or (4) for any transaction from which the director derived an improper personal benefit.

Bylaw 26 of our Amended and Restated Bylaws provides that our officers and directors will be indemnified and held harmless by Donaldson to the fullest extent permitted under the DGCL.

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We maintain directors’ and officers’ liability insurance which covers certain liabilities and expenses of our officers and directors and covers Donaldson for reimbursement of payments to directors and officers in respect of such liabilities and expenses.

Item 7.	Exemption from Registration Claimed.
Not
applicable.
Item 8.	Exhibits.

| 4.1 | Restated
Certificate of Incorporation of Donaldson Company, Inc. (incorporated by
reference to Exhibit 3-A to Donaldson Company, Inc.’s Annual Report on
Form 10-K for the year ended July 31, 2010). |
| --- | --- |
| 4.2 | Certificate
of Designation, Preferences and Rights of Series A Junior Participating
Preferred Stock of Donaldson Company, Inc., dated as of March 3, 2006
(incorporated by reference to Exhibit 3-B to Donaldson Company, Inc.’s
Quarterly Report on Form 10-Q for the quarter ended October 31, 2006). |
| 4.3 | Amended and
Restated Bylaws of Donaldson Company, Inc. (as of January 30, 2009)
(incorporated by reference to Exhibit 3-C to Donaldson Company, Inc.’s
Quarterly Report on Form 10-Q for the quarter ended January 31, 2009). |
| 4.4 | Preferred
Stock Amended and Restated Rights Agreement between Donaldson Company, Inc.
and Wells Fargo Bank, N.A., as Rights Agent, dated as of January 27, 2006
(incorporated by reference to Exhibit 4.1 to Donaldson Company, Inc.’s
Current Report on Form 8-K filed on February 1, 2006). |
| 4.5 | Donaldson
Company, Inc. 2010 Master Stock Incentive Plan (effective November 19, 2010). |
| 5.1 | Opinion of
Dorsey & Whitney LLP. |
| 23.1 | Consent of
Dorsey & Whitney LLP (included in Exhibit 5.1). |
| 23.2 | Consent of
Independent Registered Public Accounting Firm, PricewaterhouseCoopers LLP. |
| 24.1 | Power of
Attorney. |

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ITEM 9. Undertakings.

| |
| --- |
| (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, as amended (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. Notwithstanding the foregoing, any increase or decrease in the
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 SEC pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a 20%
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) above do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in reports filed with or furnished to the SEC 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, 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. |
| (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 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 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 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, 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 November 19, 2010.

| DONALDSON
COMPANY, INC. | |
| --- | --- |
| By: | /s/ William
M. Cook |
| | William M.
Cook |
| | Chief
Executive Officer |

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on November 19, 2010.

Signature	Title
/s/ William
M. Cook	President,
Chief Executive Officer and Chairman
William M.
Cook	(principal
executive officer)
/s/ Thomas
R. VerHage	Vice
President and Chief Financial Officer
Thomas R.
VerHage	(principal
financial officer)
/s/ James F.
Shaw	Controller
James F.
Shaw	(principal
accounting officer)
*	Director
F. Guillaume
Bastiaens
*	Director
Janet M.
Dolan
*	Director
Jack W.
Eugster
*	Director
John F.
Grundhofer
*	Director
Michael J.
Hoffman
*	Director
Paul David
Miller

II-4

*	Director
Jeffrey
Noddle
*	Director
Willard D.
Oberton
*	Director
Ajita G.
Rajendra
*	Director
John P.
Wiehoff

*By:
Norman C.
Linnell
Attorney-in-Fact

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EXHIBIT INDEX

Exhibit Number	Description
4.1	Restated
Certificate of Incorporation of Donaldson Company, Inc. (incorporated by
reference to Exhibit 3-A to Donaldson Company, Inc.’s Annual Report on
Form 10-K for the year ended July 31, 2010).
4.2	Certificate
of Designation, Preferences and Rights of Series A Junior Participating
Preferred Stock of Donaldson Company, Inc., dated as of March 3, 2006
(incorporated by reference to Exhibit 3-B to Donaldson Company, Inc.’s
Quarterly Report on Form 10-Q for the quarter ended
October 31, 2006).
4.3	Amended and
Restated Bylaws of Donaldson Company, Inc. (as of January 30, 2009)
(incorporated by reference to Exhibit 3-C to Donaldson Company, Inc.’s
Quarterly Report on Form 10-Q for the quarter ended January 31, 2009).
4.4	Preferred
Stock Amended and Restated Rights Agreement between Donaldson Company, Inc.
and Wells Fargo Bank, N.A., as Rights Agent, dated as of January 27, 2006
(incorporated by reference to Exhibit 4.1 to Donaldson Company, Inc.’s
Current Report on Form 8-K filed on February 1, 2006).
4.5	Donaldson
Company, Inc. 2010 Master Stock Incentive Plan (effective November 19, 2010).
5.1	Opinion of
Dorsey & Whitney LLP.
23.1	Consent of
Dorsey & Whitney LLP (included in Exhibit 5.1).
23.2	Consent of
Independent Registered Public Accounting Firm, PricewaterhouseCoopers LLP.
24.1	Power of
Attorney.