TIMKEN CO — Registration Form 2009

Mar 5, 2009

S-8 1 l35747asv8.htm FORM S-8 FORM S-8 PAGEBREAK

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As filed with the Securities and Exchange Commission on March 5, 2009.

Registration No. 333-____

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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)

OH&R INVESTMENT PLAN (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 Accelerated filer o Non-accelerated filer o (Do not check if a smaller reporting company) Smaller reporting company o

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	5,000 shares	$11.77	$ 58,850	$ 3.00

| (1) | Pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the “Securities Act”),
this Registration Statement also covers an indeterminate amount of interests to be offered or
sold pursuant to the OH&R Investment Plan (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 March 2, 2009, within five business days prior to filing. |

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TABLE OF CONTENTS

PART II
Item 8. Exhibits.
SIGNATURES
EXHIBIT INDEX
EX-5
EX-23(a)
EX-24

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Pursuant to General Instruction E to Form S-8, the contents of Registration Statement No. 333-41155, filed with the Securities and Exchange Commission (the “Commission”) on November 26, 1997, are incorporated herein by reference. This Registration Statement on Form S-8 is filed for the purpose of registering an additional 5,000 shares of Common Stock, without par value (“Common Stock”), of The Timken Company, an Ohio corporation (the “Registrant”), under the Plan.

link1 "PART II"

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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) | OH&R Investment Plan (the “Plan”) (filed as an exhibit to the
Registrant’s Form S-8 Registration Statement No. 333-41155 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 5 th day of March 2009.

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)	March 5, 2009
* Glenn A. Eisenberg	Executive Vice President —
Finance and Administration
(Principal Financial Officer)	March 5, 2009
* J. Theodore Mihaila	Senior Vice President —
Finance and Controller
(Principal Accounting Officer)	March 5, 2009
* Philip R. Cox	Director	March 5, 2009
* Jerry J. Jasinowski	Director	March 5, 2009
* John A. Luke, Jr.	Director	March 5, 2009
* Robert W. Mahoney	Director	March 5, 2009
* Joseph W. Ralston	Director	March 5, 2009
* John R. Reilly	Director	March 5, 2009
* Frank C. Sullivan	Director	March 5, 2009

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Signature	Title	Date
* John M. Timken, Jr.	Director	March 5, 2009
* Ward J. Timken	Director	March 5, 2009
* Ward J. Timken, Jr.	Director	March 5, 2009
* Joseph F. Toot, Jr.	Director	March 5, 2009
* Jacqueline F. Woods	Director	March 5, 2009

• 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: March 5, 2009
Scott A. Scherff, Attorney-in-Fact

The Plan . Pursuant to the requirements of the Securities Act of 1933, the Plan 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 5 th day of March 2009.

OH&R INVESTMENT PLAN
By:	/s/ Scott A. Scherff
	Scott A. Scherff, Corporate
Secretary and Assistant General Counsel

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link2 "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)	OH&R Investment Plan (filed as an exhibit to the Registrant’s Form
S-8 Registration Statement No. 333-41155 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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