TIMKEN CO — Registration Form 2004

Apr 20, 2004

S-8 1 l07115asv8.htm THE TIMKEN COMPANY LONG-TERM INCENTIVE PLAN S-8 The Timken Company Long-Term Incentive Plan S-8 PAGEBREAK

As filed with the Securities and Exchange Commission on April 20, 2004.

Registration No. 333-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

THE TIMKEN COMPANY (Exact name of registrant as specified in its charter)

Ohio (State or other jurisdiction of incorporation or organization) 34-0577130 (I.R.S. Employer Identification No.)

1835 Dueber Avenue, S.W., Canton, Ohio 44706-2798 (Address of principal executive offices including zip code)

LONG-TERM INCENTIVE PLAN (As Amended and Restated as of February 6, 2004) (Full title of the plan)

Scott A. Scherff Corporate Secretary and Assistant General Counsel 1835 Dueber Avenue, S.W. Canton, Ohio 44706-2798 (Name and address of agent for service)

(330) 438-3000 (Telephone number, including area code, of agent for service)

CALCULATION OF REGISTRATION FEE

Title of		Proposed — Maximum	Proposed — Maximum
Securities	Amount	Offering	Aggregate	Amount of
to be	to be	Price Per	Offering	Registration
Registered (1)	Registered	Share	Price (2)	Fee
Common Stock without par value	4,500,000 shares	$ 23.80	$ 107,100,000	$ 13,570.00

| (1) | Pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers such additional Common Shares as may
become issuable pursuant to the anti-dilution provisions of the
Registrant’s Long-Term Incentive Plan (As Amended and Restated as of
February 6, 2004) (the “Plan”). |
| --- | --- |
| (2) | Estimated pursuant to paragraphs (c) and (h) of Rule 457 under the
Securities Act on the basis of the average of the high and low sale prices
for Common Stock on the New York Stock Exchange on April 15, 2004. |

PAGEBREAK

Pursuant to General Instruction E to Form S-8, the contents of Registration Statement No. 333-86452 filed with the Securities and Exchange Commission (the “Commission”) on April 17, 2002, Registration Statement No. 333-35154 filed with the Commission on April 19, 2000 and Registration Statement No. 333-02553 filed with the Commission on April 16, 1996 are incorporated herein by reference. This registration statement on Form S-8 is filed for the purpose of registering an additional 4,500,000 Common Shares of the Registrant under the Plan.

Item 8. Exhibits.

The following Exhibits are being filed as part of this registration statement:

| 4 | (a) | Amended Articles of Incorporation of the Registrant
(filed as an exhibit to the Registrant’s Form S-8 Registration
Statement No. 333-02553 and incorporated herein by reference). |
| --- | --- | --- |
| (b | ) | Amended Code of Regulations of the Registrant (filed as
an exhibit to the Registrant’s Annual Report on Form 10-K for the
fiscal year ended December 31, 2002, (File No. 1-1169) and
incorporated herein by reference). |
| (c | ) | The Timken Company Long-Term Incentive Plan (as Amended
and Restated as of February 6, 2004) (filed as an Exhibit to the
Registrant’s Definitive Proxy Statement in connection with its
2004 Annual Meeting and incorporated herein by reference). |
| 5 | | Opinion of Counsel. |
| 23 | (a) | Consent of Independent Auditors. |
| 23 | (b) | Consent of Counsel (included in Exhibit 5). |
| 24 | | Power of Attorney. |

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this registration statement 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 Canton, State of Ohio, on this 20th day of April 2004.

THE TIMKEN COMPANY
By:	/s/Scott A. Scherff
	Scott A. Scherff
	Corporate Secretary and Assistant General Counsel

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Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* James W. Griffith	President, Chief Executive
Officer and Director
(Principal Executive
Officer)	April 20, 2004
* Glenn A. Eisenberg	Executive Vice President
— Finance and
Administration (Principal
Financial Officer)	April 20, 2004
* Sallie B. Bailey	Senior Vice President —
Finance and Controller
(Principal Accounting
Officer)	April 20, 2004
* W.R. Timken, Jr.	Director	April 20, 2004
* Jerry J. Jasinowski	Director	April 20, 2004
* John A. Luke, Jr.	Director	April 20, 2004
* Robert W. Mahoney	Director	April 20, 2004
Jay A. Precourt	Director
* Joseph W. Ralston	Director	April 20, 2004
* Frank C. Sullivan	Director	April 20, 2004
* John M. Timken, Jr.	Director	April 20, 2004
* Ward J. Timken	Director	April 20, 2004
* Ward J. Timken, Jr.	Director	April 20, 2004
* Joseph F. Toot, Jr.	Director	April 20, 2004

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Signature	Title	Date
* Jacqueline F. Woods	Director	April 20, 2004

• This Registration Statement has been signed on behalf of the above-named directors and officers of the Company by Scott A. Scherff, Corporate Secretary and Assistant General Counsel of the Company, as attorney-in-fact pursuant to a power of attorney filed with the Securities and Exchange Commission as Exhibit 24 to this registration statement.

DATED: April 20, 2004
Scott A. Scherff, Attorney-in-Fact

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EXHIBIT INDEX

Exhibit
Number	Exhibit Description
4(a)	Amended Articles of Incorporation of the Registrant (filed as an
exhibit to the Registrant’s Form S-8 Registration Statement No.
333-02553 and incorporated herein by reference).
(b)	Amended Code of Regulations of the Registrant (filed as an exhibit
to the Registrant’s Annual Report on Form 10-K for the fiscal year
ended December 31, 2002, (File No. 1-1169) and incorporated herein
by reference).
(c)	The Timken Company Long-Term Incentive Plan (as Amended and
Restated as of February 6, 2004) (filed as an Exhibit to the
Registrant’s Definitive Proxy Statement in connection with its
2004 Annual Meeting and incorporated herein by reference).
5	Opinion of Counsel.
23(a)	Consent of Independent Auditors.
23(b)	Consent of Counsel (included in Exhibit 5).
24	Power of Attorney.

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