TIMKEN CO — Registration Form 2008

May 12, 2008

S-8 1 l31587asv8.htm THE TIMKEN COMPANY S-8 THE TIMKEN COMPANY S-8 PAGEBREAK

Table of Contents

As filed with the Securities and Exchange Commission on May 12, 2008.

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

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

THE TIMKEN COMPANY LONG-TERM INCENTIVE PLAN (as amended and restated as of February 5, 2008) (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)

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. (Check one):

Large accelerated filer þ
(Do not check if a smaller reporting company)

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	Registered (1)	Share (2)	Price (2)	Fee
Common Stock,
without par value	7,000,000 shares	$36.64	$256,480,000	$10,080.00

| (1) | Pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the “Securities Act”),
this Registration Statement also covers such additional shares of common stock, without par
value (“Common Shares”), of The Timken Company (the “Registrant”) as may become issuable
pursuant to the anti-dilution provisions of The Timken Company Long-Term Incentive Plan (as amended and restated as of
February 5, 2008) (the “Plan”). |
| --- | --- |
| (2) | Estimated solely for calculating the amount of the registration fee, pursuant to paragraphs
(c) and (h) of Rule 457 of the General Rules and Regulations under the Securities Act, on the
basis of the average of the high and low sale prices of such securities on the New York Stock
Exchange on May 7, 2008, within five business days prior to filing. |

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TOC

TABLE OF CONTENTS

PART II
Item 5. Interests of Named Experts and Counsel
Item 8. Exhibits
SIGNATURES
EXHIBIT INDEX
EX-5
EX-23(A)
EX-24

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Table of Contents

Pursuant to General Instruction E to Form S-8, the contents of Registration Statement No. 333-114647 filed with the Securities and Exchange Commission (the “Commission”) on April 20, 2004, Registration Statement No. 333-86452 filed with 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 7,000,000 Common Shares under the Plan.

link1 "PART II"

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

link2 "Item 5. Interests of Named Experts and Counsel"

Item 5. Interests of Named Experts and Counsel.

The legality of the Common Shares being offered by this Registration Statement has been passed upon for the Registrant by Mr. Scott A. Scherff. Mr. Scherff is the Corporate Secretary and Assistant General Counsel of the Registrant. As of May 9, 2008, Mr. Scherff held 16,201 Deferred Shares, Deferred Dividend Shares and Restricted Shares under the Plan and had been granted options to purchase another 15,570 Common Shares.

link2 "Item 8. Exhibits"

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). |
| --- | --- | --- |
| 4 | (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, 1992
(File No. 1-1169) and incorporated herein by reference). |
| 4 | (c) | The Timken Company Long-Term Incentive Plan (as amended and restated as
of February 5, 2008) (filed as Appendix B to the Registrant’s Definitive Proxy
Statement filed with the Commission on March 18, 2008 (File No. 1-1169) and
incorporated herein by reference). |
| 5 | | Opinion of Counsel. |
| 23 | (a) | Consent of Independent Registered Public Accounting Firm. |
| 23 | (b) | Consent of Counsel (included in Exhibit 5). |
| 24 | | Power of Attorney. |

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link1 "SIGNATURES"

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 12 th day of May 2008.

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

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)	May 12, 2008
* Glenn A. Eisenberg	Executive
Vice President —
Finance and Administration
(Principal Financial Officer)	May 12, 2008
* J. Theodore Mihaila	Senior
Vice President —
Finance and Controller
(Principal Accounting
Officer)	May 12, 2008
* Philip R. Cox	Director	May 12, 2008
Jerry J. Jasinowski	Director
* John A. Luke, Jr.	Director	May 12, 2008
* Robert W. Mahoney	Director	May 12, 2008
* Joseph W. Ralston	Director	May 12, 2008
* John R. Reilly	Director	May 12, 2008
* Frank C. Sullivan	Director	May 12, 2008

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Signature	Title	Date
*
John M. Timken, Jr.	Director	May 12, 2008
* Ward J. Timken	Director	May 12, 2008
* Ward J. Timken, Jr.	Director	May 12, 2008
* Joseph F. Toot, Jr.	Director	May 12, 2008
* Jacqueline F. Woods	Director	May 12, 2008

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

DATED: May 12, 2008
Scott A. Scherff,
Attorney-in-Fact

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Table of Contents

link1 "EXHIBIT INDEX"

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).
4(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, 1992 (File No. 1-1169) and incorporated herein
by reference).
4(c)	The Timken Company Long-Term Incentive Plan (as amended and
restated as of February 5, 2008) (filed as Appendix B to the
Registrant’s Definitive Proxy Statement filed with the Commission
on March 18, 2008 (File No. 1-1169) and incorporated herein by
reference).
5	Opinion of Counsel.
23(a)	Consent of Independent Registered Public Accounting Firm.
23(b)	Consent of Counsel (included in Exhibit 5).
24	Power of Attorney.

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