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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Applied Industrial Technologies Inc | NYSE:AIT | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.31 | 0.16% | 196.83 | 198.10 | 196.10 | 197.69 | 53,484 | 19:13:54 |
As filed with the Securities and Exchange Commission on November 3, 2023
Registration No. 333-__________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
APPLIED INDUSTRIAL TECHNOLOGIES, INC.
(Exact name of Registrant as specified in its charter)
Ohio | 34-0117420 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
One Applied Plaza, Cleveland, Ohio |
44115 | |
(Address of Principal Executive Offices) | (Zip Code) |
Applied Industrial Technologies, Inc.
2023 Long-Term Performance Plan
(Full title of the plan)
Jon S. Ploetz
Vice President-General Counsel and Secretary
Applied Industrial Technologies, Inc.
One Applied Plaza, Cleveland, Ohio 44115
(Name and address of agent for service)
(216) 426-4000
(Telephone number, including area code, of agent for service)
With copy to:
David A. Zagore
Squire Patton Boggs (US) LLP
1000 Key Tower, 127 Public Square
Cleveland, Ohio 44114-1304
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
The documents containing the information specified in Part I of Form S-8 will be sent or given to the participants as specified by Rule 428(b)(1) of the Securities Act. Such documents and the documents incorporated by reference herein pursuant to Item 3 of Part II of this Form, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
Applied Industrial Technologies, Inc. (Registrant) incorporates by reference and makes part of this Registration Statement the following documents:
(a) | The Registrants Annual Report on Form 10-K for the fiscal year ended June 30, 2023, filed with the Securities and Exchange Commission (the Commission) on August 11, 2023 pursuant to the Securities Exchange Act of 1934, as amended (the Exchange Act); |
(b) | The Registrants Quarterly Report on Form 10-Q filed with the Commission on October 27, 2023; |
(c) | The Registrants Current Reports on Form 8-K filed with the Commission on August 9, 2023 (Items 1.01 and 2.03) and October 24, 2023 (item 5.07); |
(d) | The Registrants Definitive Proxy material filed with the Commission on September 8, 2023, setting forth the Applied Industrial Technologies, Inc. 2023 Long-Term Performance Plan; and. |
(e) | The description of the Common Stock, no par value, of the Registrant (Common Stock) contained in the Registrants Registration Statement on Form S-4 (Commission File No. 333-27801) filed with the Commission on May 23, 1997, and any amendments or reports filed for the purpose of updating such description. |
Until the Registrant files a post-effective amendment to this Registration Statement indicating that all securities offered have been sold, or deregistering all such securities which remain unsold, all documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing 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.
Ohio law permits the Registrant to indemnify a director, officer, employee and certain other persons (Covered Persons) against expenses, judgments, fines, and settlements reasonably incurred in a nonderivative suit, and against expenses reasonably incurred in a derivative suit, if the Covered Person acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the Registrant. In addition, Ohio law permits the Registrant to indemnify a Covered Person in a criminal action or proceeding, other than in a derivative suit, if the person had no reasonable cause to believe his or her conduct was unlawful.
Unless ordered by a court, no indemnification of expenses in a derivative suit is authorized by Ohio law if the Covered Person is finally adjudged to be liable for negligence or misconduct in the performance of his or her duty to the corporation. However, if a Covered Person is successful on the merits or in defense of any matter, indemnification of expenses is mandatory. In addition, under Ohio law, a directors expenses shall be paid by the corporation as they are incurred, provided the director agrees to reasonably cooperate with the corporation and to repay the amounts advanced if it is proved by clear and convincing evidence that the directors action or failure to act was done with deliberate intent to cause injury or with reckless disregard for the best interests of the corporation.
Under Ohio law, a director is generally not liable for monetary damages unless it is proved by clear and convincing evidence that the directors action or failure to act was undertaken with deliberate intent to cause injury to the corporation or with reckless disregard for the best interests of the corporation. There is, however, no comparable provision limiting the liability of officers, employees, or agents of a corporation. The statutory right to indemnification is not exclusive and is in addition to any other rights granted to persons seeking indemnification.
The Registrants Regulations provide that the Registrant shall indemnify its directors and officers to the full extent permitted by Ohio law, including circumstances in which indemnification is otherwise discretionary under Ohio law.
The Registrant has entered into indemnification agreements with its officers and directors containing provisions that are in some respects broader than the specific indemnification provisions contained in the Ohio Law. The indemnification agreements may require the Registrant, among other things, to indemnify its directors against certain liabilities that may arise by reason of their status or service as directors (other than liabilities arising from willful misconduct or willful disregard of duties), to advance their expenses incurred as a result of any proceeding against them as to which they could be indemnified, and to obtain directors insurance if available on reasonable terms.
The Registrant has also obtained directors and officers liability insurance covering, subject to certain exceptions, actions taken by the Registrants directors and officers in their capacities as such.
Item 7. Exemption From Registration Claimed.
Not applicable.
Item 8. Exhibits.
* | All exhibits hereto are being filed through incorporation by reference, unless otherwise indicated. |
Item 9. Undertakings.
(a) | The undersigned Registrant hereby undertakes: |
(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 SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 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) 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 Registrants annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plans 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 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 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 of 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. |
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 Cleveland, and the State of Ohio, on November 3, 2023.
APPLIED INDUSTRIAL TECHNOLOGIES, INC. | ||
By: | /s/ Neil A. Schrimsher | |
Neil A. Schrimsher, President and Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons on behalf of the Registrant and in the capacities and on the date indicated.
* |
* | |||
Madhuri A. Andrews, Director | Shelly M. Chadwick, Director | |||
* |
* | |||
Mary Dean Hall, Director | Dan P. Komnenovich, Director | |||
* |
* | |||
Robert J. Pagano, Jr., Director | Vincent K. Petrella, Director | |||
* |
/s/ Neil A. Schrimsher | |||
Joe A. Raver, Director | Neil A. Schrimsher, President & Chief Executive Officer and Director | |||
* |
||||
Peter C. Wallace, Director and Chairman |
/s/ Jon S. Ploetz |
Jon S. Ploetz, as attorney in fact for persons indicated by * |
Date: November 3, 2023
Exhibit 5
Squire Patton Boggs (US) LLP | ||||
1000 Key Tower | ||||
127 Public Square | ||||
Cleveland, Ohio 44114 | ||||
O | +1 216 479 8500 | |||
F | +1 216 479 8780 | |||
squirepattonboggs.com |
November 3, 2023
Applied Industrial Technologies, Inc.
One Applied Plaza
Cleveland, Ohio 44115
Ladies and Gentlemen:
We have acted as counsel to Applied Industrial Technologies, Inc., an Ohio corporation (the Company), in connection with a Registration Statement on Form S-8 (the Registration Statement) that is being filed today with the Securities and Exchange Commission (the Commission) under the Securities Act of 1933, as amended (the Securities Act). The Registration Statement relates to the registration of 1,600,000 shares (the Shares) of Common Stock, no par value (Common Stock) and options and rights to acquire Common Stock (together with the Common Stock, the Securities) that may be issued under the Applied Industrial Technologies, Inc. 2023 Long-Term Performance Plan (the Plan).
This opinion letter is being delivered at your request in accordance with the requirements of Item 601(b)(5)(i) of Regulation S-K under the Securities Act.
For purposes of this opinion letter, we have examined originals or copies, certified or otherwise identified to our satisfaction, of:
(i) the Registration Statement relating to the Securities;
(ii) the Companys Articles of Incorporation, as currently in effect;
(iii) the Companys Regulation, as currently in effect;
(iv) the Resolutions of the Executive Organization & Compensation Committee of the Board of Directors of the Company dated August 8, 2023; and
(v) the Plan.
We also have examined and relied on certificates of public officials and, as to certain matters of fact that are material to our opinion, we have also relied on certifications by an officer of the Company. We have not independently established any of the facts on which we have so relied.
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Please visit squirepattonboggs.com for more information.
Applied Industrial Technologies, Inc. | Squire Patton Boggs (US) LLP | |||
November 3, 2023 | ||||
Page 2 |
For purposes of this opinion letter, we have assumed the accuracy and completeness of each document submitted to us, the genuineness of all signatures on original documents, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as facsimile, electronic, certified, conformed or photostatic copies thereof, and the due execution and delivery of all documents where due execution and delivery are prerequisites to the effectiveness thereof. We also have assumed that the Company will not in the future issue or otherwise make unavailable shares of its Common Stock so that there are insufficient authorized and unissued shares of Common Stock, as the case may be, for issuance pursuant to the Plan or on exercise of options or other rights awarded under the Plan. We have not independently verified any of these assumptions.
The opinion expressed in this opinion letter is limited to the General Corporation Law of the State of Ohio. The opinion set forth below is rendered as of the date of this opinion letter. We assume no obligation to update or supplement such opinion to reflect any changes of law or fact that may occur.
Based upon and subject to the foregoing, it is our opinion that upon issuance pursuant to and in accordance with the Plan or on exercise of options or other rights awarded under the Plan, the Shares will be validly issued, fully paid and non-assessable.
We consent to the filing of this opinion letter as an exhibit to the Registration Statement. In giving this consent, we do not thereby admit that we are experts with respect to any part of the Registration Statement or Prospectus within the meaning of the term expert as used in Section 11 of the Securities Act or the rules and regulations promulgated thereunder by the Commission, nor do we admit that we are within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission promulgated thereunder.
Respectfully submitted,
/s/ Squire Patton Boggs (US) LLP |
Exhibit 23(a)
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated August 11, 2023, relating to the financial statements of Applied Industrial Technologies, Inc. and the effectiveness of Applied Industrial Technologies, Inc.s internal control over financial reporting, appearing in the Annual Report on Form 10-K of Applied Industrial Technologies, Inc. for the year ended June 30, 2023.
/s/ Deloitte & Touche LLP
Cleveland, Ohio
November 3, 2023
Exhibit 24
POWER OF ATTORNEY
The undersigned director and/or officer of Applied Industrial Technologies, Inc., an Ohio corporation, hereby constitutes and appoints Jon S. Ploetz and David K. Wells, and each of them, the true and lawful agents and attorneys-in-fact of the undersigned with full power and authority, and in either or both of them, to sign for the undersigned and in his or her respective name as director and/or officer of the Corporation, the Corporations Registration Statement on Form S-8 to be filed with the Securities and Exchange Commission under the Securities Act of 1933, and the rules and regulations issued thereunder, hereby ratifying and confirming all acts taken by such agents and attorneys-in-fact, or any one of them, as herein authorized.
By: | /s/ Madhuri A. Andrews | |
Madhuri A. Andrews | ||
By: | /s/ Shelly M. Chadwick | |
Shelly M. Chadwick | ||
By: | /s/ Mary Dean Hall | |
Mary Dean Hall | ||
By: | /s/ Dan. P. Komnenovich | |
Dan P. Komnenovich | ||
By: | /s/ Robert J. Pagano, Jr. | |
Robert J. Pagano, Jr. | ||
By: | /s/ Vincent K. Petrella | |
Vincent K. Petrella | ||
By: | /s/ Joe A. Raver | |
Joe A. Raver | ||
By: | /s/ Peter C. Wallace | |
Peter C. Wallace |
Exhibit 107
Calculation of Filing Fee Table
Form S-8
(Form Type)
Applied Industrial Technologies, Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
Security Type |
Security Class Title |
Fee Calculation Rule |
Amount Registered (1) |
Proposed Maximum Offering Price Per Share (2) |
Maximum Aggregate Offering Price |
Fee Rate | Amount of Registration Fee (3) | |||||||
Equity | Common Stock, without par value per share | Rule 457(c) | 1,600,000 | $151.12 | $241,792,000 | $147.60 per $1,000,000 | $35,688.50 | |||||||
Total Offering Amounts | $241,792,000 | $35,688.50 | ||||||||||||
Total Fee Offsets | $12,282.00 | |||||||||||||
Net Fee Due | $23,406.50 |
Table 2: Fee Offset Claims and Sources
Registrant or Filer Name |
Form or Filing Type |
File Number |
Initial Filing Date |
Filing Date | Fee Offset Claimed (3) |
Security Type Associated with Fee Offset Claimed |
Security Title Associated with Fee Offset Claimed |
Unsold Securities Associated with Fee Offset Claimed |
Unsold Aggregate offering Amount Associated with Fee Offset Claimed |
Fee Paid with Fee Offset Source | ||||||||||||
Rule 457(p) | ||||||||||||||||||||||
Fee Offset Claims | Applied Industrial Technologies, Inc. | S-8 | 333-234645 | November 12, 2019 | $12,282 | Equity | Common Stock, without par value | 1,513,288 shares | $94,625,89860 | |||||||||||||
Fee Offset Sources | Applied Industrial Technologies, Inc. | S-8 | 333-234645 | November 12, 2019 | $18,261.89 |
(1) | Pursuant to Rule 416 under the Securities Act of 1933, as amended (the Securities Act), this Registration Statement includes an indeterminate number of additional Common Shares as may be issuable if the anti-dilution provisions of the plan become operative. The securities to be registered also include options and rights to acquire Common Stock. |
(2) | Estimated in accordance with Rule 457(c) solely for purposes of calculating the registration fee. The maximum price per Security and the maximum aggregate offering price are based on the average of the $152.34 (high) and $149.90 (low) sale price of the Registrants Common Stock as reported on the NYSE on October 30, 2023, which date is within five business days prior to filing this Registration Statement. |
(3) | Pursuant to Rule 457(p) under the Securities Act, the Registrant is offsetting the registration fee due under this registration statement by $12,282.00, which represents the portion of the registration fee previously paid with respect to $94,625,898.60 of unsold securities previously registered on the registration statement on Form S-8 (File No. 333-234645), initially filed on November 12, 2019 (the Prior Registration Statement). The offering of securities under the Prior Registration Statement will be deemed terminated as of the date of effectiveness of this Registration Statement. |
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