As filed with the Securities and Exchange Commission on April 30, 2024

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 GORMAN-RUPP COMPANY

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Ohio		34-0253990
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

600 South Airport Road

Mansfield, Ohio 44903

(Address of Principal Executive Offices, including Zip Code)

THE GORMAN-RUPP COMPANY 2024 OMNIBUS INCENTIVE PLAN

(Full Title of the Plan)

 

Brigette A. Burnell Executive Vice President, General Counsel and Corporate Secretary The Gorman-Rupp Company 600 South Airport Road Mansfield, Ohio 44903 (419) 755-1011		Copy to: Douglas A. Neary Kristofer K. Spreen Calfee, Halter & Griswold LLP The Calfee Building 1405 East Sixth Street Cleveland, Ohio 44114 (216) 622-8200
(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, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large Accelerated Filer		☐		Accelerated Filer		☒
Non-accelerated Filer		☐		Smaller Reporting Company		☐
				Emerging Growth Company		☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

 

 

 

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The documents containing the information specified in Part I will be sent or given to participants in the equity benefit plan covered by this Registration Statement as specified by Rule 428(b)(1) under the Securities Act. In accordance with the Note under Part I of Form S-8, such documents will not be filed with the Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act. These documents and the documents incorporated by reference pursuant to Item 3 of Part II of this Registration Statement, taken together, constitute the prospectus required by Section 10(a) of the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 3.

Incorporation of Documents by Reference.

The following documents filed by the Registrant with the Commission are incorporated herein by reference:

 

1.

The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023;

 

2.

The Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2024;

 

3.

The Registrant’s Current Report on Form 8-K filed on April 30, 2024; and

 

4.

The description of the Common Shares contained in the Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 filed as Exhibit 4(a) to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 and any amendments and reports filed for the purpose of updating that description;

other than the portions of such documents that, by statute or rule, by designation in such document or otherwise, are not deemed to be filed with the Commission or are not required to be incorporated herein by reference.

All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in the Registration Statement and to be a part hereof from the date of filing of such documents, other than the portions of such documents that by statute, by designation in such document or otherwise, are not deemed to be filed with the Commission or are not required to be incorporated herein by reference.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

 

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Item 4.

Description of Securities.

Not applicable.

 

Item 5.

Interests of Named Experts and Counsel.

None.

 

Item 6.

Indemnification of Directors and Officers.

Section 1701.13(E) of the Ohio Revised Code sets forth the conditions and limitations governing a corporation’s indemnification of officers, directors and other persons. Section 1701.13(E) provides that a corporation shall have the power to indemnify any person who was or is a party or threatened to be made a party to any threatened, pending or contemplated 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 he or she is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation in a similar capacity with another corporation or other entity, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in connection therewith if he or she acted in good faith and in a manner that he or she reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to a criminal proceeding, had no reasonable cause to believe that his or her conduct was unlawful.

With respect to a suit by or in the right of the corporation, indemnity may be provided to the foregoing persons under Section 1701.13(E) on a basis similar to that set forth above, except that no indemnity may be provided in respect of any claim, issue or matter as to which such person has been adjudged to be liable to the corporation unless and to the extent that the court of common pleas or the court in which such action, suit or proceeding was brought determines that despite the adjudication of liability but in view of all the circumstances of the case such person is entitled to indemnity for such expenses as the court deems proper.

Moreover, Section 1701.13(E) provides for mandatory indemnification of a director, officer, employee or agent of the corporation to the extent that such person has been successful in defense of any such action, suit or proceeding and provides that a corporation shall pay the expenses of an officer or director in defending an action, suit or proceeding upon receipt of an undertaking to repay such amounts if it is ultimately determined that such person is not entitled to be indemnified. Section 1701.13(E) establishes provisions for determining whether a given person is entitled to indemnification, and also provides that the indemnification provided by or granted under Section 1701.13(E) is not exclusive of any rights to indemnity or advancement of expenses to which such person may be entitled under any articles, regulations, agreement, vote of shareholders or disinterested directors or otherwise.

The general effect of Article IV of the Registrant’s Regulations is to provide for the indemnification of its directors, officers and employees to the full extent permitted by applicable law, on terms generally consistent with the statutory authority in Section 1701.13(E) of the Ohio Revised Code. Article IV of the Registrant’s Regulations further provides that such indemnification is not exclusive of any other rights to which those seeking indemnification may be entitled, including under the Registrant’s Articles of Incorporation or any agreement, vote of shareholders or disinterested directors or otherwise.

The Registrant has entered into Indemnification Agreements (the “Indemnification Agreements”) with each present director and such officers of the Registrant and its subsidiaries as have been designated by the Board of Directors and expects to enter into similar agreements with its directors and certain officers elected or appointed in the future at the time of their election or appointment. The

 

3

effect of the Indemnification Agreements is to provide for mandatory indemnification of an officer or director of the Registrant, or of an individual who serves at the request of the Registrant as an officer, director, member, manager, trustee, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other entity or enterprise, whether or not for profit, if the individual meets certain standards of conduct required by the Indemnification Agreements. The Indemnification Agreements provide indemnification to an individual who was or is a party to any threatened, asserted, pending or completed claim, demand, action, suit or proceeding, including those made, instituted or conducted by the Registrant. The Indemnification Agreements also contemplate indemnification in connection with arbitrative, administrative and investigative proceedings as well as criminal and civil claims, demands, actions, suits or proceedings.

The Registrant also maintains insurance covering certain liabilities of the directors and officers of the Registrant and its subsidiaries.

 

Item 7.

Exemption from Registration Claimed.

Not applicable.

 

Item 8.

Exhibits.

 

Exhibit Number		Exhibit Description
4.1		Amended Articles of Incorporation of the Registrant (incorporated herein by reference to Exhibit 3(4)(a) to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023).
4.2		Regulations, as amended, of the Registrant (incorporated herein by reference to Exhibit 3(4)(b) to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023).
4.3		The Gorman-Rupp Company 2024 Omnibus Incentive Plan (incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on April 30, 2024).
5.1		Opinion of Calfee, Halter & Griswold LLP.
23.1		Consent of Ernst & Young LLP.
23.2		Consent of Calfee, Halter & Griswold LLP (included in Exhibit 5.1 of this Registration Statement).
24.1		Power of Attorney.
107		Filing Fee Table.

 

Item 9.

Undertakings.

(a) The undersigned Registrant hereby undertakes:

 

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(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. Notwithstanding the foregoing, any increase or decrease in 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 Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent 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) of this section 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 Commission 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 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to 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 Commission 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, 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 Mansfield, State of Ohio, on this 30th day of April, 2024.

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities indicated as of April 30, 2024.

 

Signature				Title
* Scott A. King				President and Chief Executive Officer and
Scott A. King				Director (Principal Executive Officer)
* James C. Kerr				Executive Vice President and Chief Financial
James C. Kerr				Officer (Principal Financial and Accounting Officer)
* Jeffrey S. Gorman				Executive Chairman
Jeffrey S. Gorman
* Donald H. Bullock, Jr.				Director
Donald H. Bullock, Jr.
* M. Ann Harlan				Director
M. Ann Harlan
* Christopher H. Lake				Director
Christopher H. Lake

 

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* Sonja K. McClelland				Director
Sonja K. McClelland
* Vincent K. Petrella				Director
Vincent K. Petrella
* Kenneth R. Reynolds				Director
Kenneth R. Reynolds

 

*

The undersigned, by signing her name hereto, does sign and execute this Registration Statement on Form S-8 on behalf of The Gorman-Rupp Company and on behalf of each of the above-named Officers and Directors of The Gorman-Rupp Company pursuant to Powers of Attorney executed by The Gorman-Rupp Company and by each such Officer and Director and filed with the Securities and Exchange Commission.

April 30, 2024

 

By:		/s/ Brigette A. Burnell
		Brigette A. Burnell
		Attorney-In-Fact

 

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Exhibit 5.1

[Calfee, Halter & Griswold LLP Letterhead]

April 30, 2024

The Gorman-Rupp Company

600 South Airport Road

Mansfield, Ohio 44903

 

Re:

The Gorman-Rupp Company 2024 Omnibus Incentive Plan (the “Plan”)

We are familiar with the proceedings taken and proposed to be taken by The Gorman-Rupp Company, an Ohio corporation (the “Company”), with respect to 1,239,271 common shares, without par value, of the Company (the “Shares”), to be offered and sold from time to time pursuant to the Plan. As counsel for the Company, we have assisted in the preparation of a Registration Statement on Form S-8 (the “Registration Statement”) to be filed by the Company with the Securities and Exchange Commission in connection with the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act”).

In connection therewith, we have examined such documents, records and matters of law as we have deemed necessary or advisable to render the opinion contained herein. In our examination of the foregoing documents, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, photostatic or other copies, the authenticity of the originals of any such documents and the legal competence of all signatories to such documents.

We express no opinion herein as to the laws of any state or jurisdiction other than the state laws of the State of Ohio and the federal laws of the United States of America.

It is understood that this opinion is to be used only in connection with the offer and sale of the Shares while the Registration Statement is in effect.

Please note that we are opining only as to the matters expressly set forth herein, and no opinion should be inferred as to any other matters.

Based on the foregoing, we are of the opinion that the Shares have been duly authorized for issuance and, when the Shares are issued and paid for in accordance with the terms and conditions of the Plan, the Shares will be validly issued, fully paid and nonassessable.

We hereby consent to the filing of this opinion with the Commission in connection with the Registration Statement in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act. In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.

 

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the 2024 Omnibus Incentive Plan of The Gorman-Rupp Company of our reports dated February 26, 2024, with respect to the consolidated financial statements of The Gorman-Rupp Company and the effectiveness of internal control over financial reporting of The Gorman-Rupp Company included in its Annual Report (Form 10-K) for the year ended December 31, 2023, filed with the Securities and Exchange Commission.

/s/ ERNST & YOUNG LLP

Cleveland, Ohio

April 30, 2024

Exhibit 24.1

POWER OF ATTORNEY

The undersigned directors and officers of The Gorman-Rupp Company (the “Company”) hereby appoint Scott A. King, James C. Kerr, Brigette A. Burnell and Douglas A. Neary, and each of them, as attorneys for each of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of each of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act of 1933, as amended, one or more Registration Statements on Form S-8 (or such other form as counsel to the Company may advise as appropriate), for the purpose of (i) registering (a) the Common Shares of the Company to be offered under the Company’s 2024 Omnibus Incentive Plan, and (b) an indeterminate amount of interests in such Plan that are separate securities, and (ii) deregistering Common Shares of the Company previously reserved for issuance under the Company’s 2015 Omnibus Incentive Plan and 2016 Non-Employee Directors’ Compensation Plan that are being made available for issuance under the Company’s 2024 Omnibus Incentive Plan, and any and all supplements, amendments (including post-effective amendments), exhibits and consents to any such Registration Statements, and any and all applications or other documents to be filed with the Securities and Exchange Commission pertaining to such Registration Statements or the securities covered thereby, and to take any and all other action that any of them may deem necessary or advisable in order to effect the registration, qualification or exemption of part or all of the Common Shares of the Company, or the interests in such Plan, to be offered under the securities or Blue Sky laws of any jurisdiction of the United States of America or Canada, with full power and authority to do and perform any and all acts whatsoever necessary or advisable.

Executed as of the 25th day of April, 2024.

 

/s/ Scott A. King				President and Chief Executive Officer and
Scott A. King				Director (Principal Executive Officer)
/s/ James C. Kerr				Executive Vice President and Chief Financial
James C. Kerr				Officer (Principal Financial and Accounting Officer)
/s/ Jeffrey S. Gorman				Executive Chairman
Jeffrey S. Gorman
/s/ Donald H. Bullock, Jr.				Director
Donald H. Bullock, Jr.
/s/ M. Ann Harlan				Director
M. Ann Harlan
/s/ Christopher H. Lake				Director
Christopher H. Lake
/s/ Sonja K. McClelland				Director
Sonja K. McClelland
/s/ Vincent K. Petrella				Director
Vincent K. Petrella
/s/ Kenneth R. Reynolds				Director
Kenneth R. Reynolds

Exhibit 107

Calculation of Filing Fee Tables

Form S-8

(Form Type)

The Gorman-Rupp Company

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

 

Security Type

Title of Securities to be Registered

Fee  Calculation  Rule

Amount Registered(1)

Proposed  Maximum   Offering Price Per Share(3)

Proposed Maximum   Aggregate  Offering Price(3)

Fee Rate

Amount of Registration Fee

Equity

Common Shares,  without par value

457(c)

1,239,271(2)

$36.475

$45,202,410

0.0001476

$6,671.88

Total Offering Amounts

$45,202,410

$6,671.88

Total Fee Offsets

—

Net Fee Due

$6,671.88

 

(1)

Pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers an indeterminate number of common shares, without par value (“Common Shares”), of The Gorman-Rupp Company (the “Registrant”) which may be offered or issued in respect of the securities identified in the table above by reason of stock splits, stock dividends or similar transactions effected without the receipt of consideration which results in an increase in the number of outstanding Common Shares of the Registrant.

 

(2)

Represents the number of the Registrant’s Common Shares reserved for issuance under The Gorman-Rupp Company 2024 Omnibus Incentive Plan (the “2024 Plan”). The Registration Statement covers 800,000 Common Shares newly authorized and reserved for issuance under the 2024 Plan, and 439,271 Common Shares that are now available for issuance under the 2024 Plan because such Common Shares were available for awards, or were subject to an award that was forfeited, cancelled or settled for cash, or which expired or terminated without issuance of shares or otherwise did not result in the issuance of all or a portion of the shares subject to such award, under The Gorman-Rupp Company 2015 Omnibus Incentive Plan (the “2015 Plan”) or The Gorman-Rupp Company 2016 Non-Employee Directors’ Compensation Plan (the “Directors’ Plan”), on April 25, 2024 (the “Prior Plan Shares”). The Prior Plan Shares were previously registered by the Registrant on Registration Statements on Form S-8 filed with the Securities and Exchange Commission (the “Commission”). Concurrently with the filing of this Registration Statement, the Registrant has filed a post-effective amendment to the applicable Registration Statement for the 2015 Plan deregistering 424,771 Prior Plan Shares, and a post-effective amendment to the applicable Registration Statement for the Directors’ Plan deregistering an aggregate of 14,500 Prior Plan Shares, all of which are being carried forward under this Registration Statement.

 

(3)

Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(c) under the Securities Act. The calculation of the proposed maximum offering price of the Common Shares was based on the average of the high and low sales prices for the Common Shares on April 23, 2024, as reported on the New York Stock Exchange.