As filed with the Securities and Exchange Commission on December 19, 2003
Registration No. 333-93121
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
POST-EFFECTIVE
AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
____________________
FRANKLIN ELECTRIC CO., INC.
(Exact name of registrant as specified in its charter)
INDIANA 35-0827455
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
400 EAST SPRING STREET
BLUFFTON, INDIANA 46714
(Address of principal executive offices)
FRANKLIN ELECTRIC CO., INC.
EMPLOYEE STOCK OWNERSHIP PLAN
(Full title of the plan)
GREGG C. SENGSTACK
SENIOR VICE PRESIDENT, CHIEF FINANCIAL OFFICER AND SECRETARY
FRANKLIN ELECTRIC CO., INC.
400 EAST SPRING STREET
BLUFFTON, INDIANA 46714
(260) 824-2900
(Name, address and telephone number, including area code,
of agent for service)
WITH A COPY TO:
ROBERT J. REGAN
SCHIFF HARDIN & WAITE
6600 SEARS TOWER
CHICAGO, ILLINOIS 60606-6473
(312) 258-5500
____________________
EXPLANATORY NOTE
Pursuant to Item 512(a)(3), this Post-Effective Amendment No. 1
to Form S-8 Registration Statement is filed in order to deregister
securities remaining unsold under Registration Statement No. 333-
93121, filed on December 20, 1999.
Registration Statement No. 333-93121 covered 50,000 shares of
Common Stock, par value $.10 per share, of Franklin Electric Co., Inc.
("Common Stock") issuable under the Franklin Electric Co., Inc.
Employee Stock Ownership Plan (the "Plan") and an indeterminate number
of interests in the Plan. This Post-Effective Amendment No. 1 to the
Registration Statement is being filed to deregister and withdraw from
registration all shares of Common Stock and participation interests in
the Plan that remain unissued as of the date hereof.
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 this Post-Effective Amendment
No. 1 to Form S-8 Registration Statement and has duly caused this
Post-Effective Amendment No. 1 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Bluffton, State
of Indiana on this 17th day of December, 2003.
FRANKLIN ELECTRIC CO., INC.
By: /s/ R. Scott Trumbull
----------------------------------
R. Scott Trumbull
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to Form S-8 Registration Statement has
been signed by the following persons in the capacities and on the date
indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ R. Scott Trumbull Chairman of the Board and December 17, 2003
------------------------------------ Chief Executive Officer
R. Scott Trumbull (Principal Executive Officer)
/s/ Gregg C. Sengstack Senior Vice President, Chief December 17, 2003
------------------------------------ Financial Officer and Secretary
Gregg C. Sengstack (Principal Financial and
Accounting Officer)
/s/ Jerome D. Brady* Director December 17, 2003
-----------------------------------
Jerome D. Brady
Director
-----------------------------------
Robert H. Little
/s/ Patricia Schaefer* Director December 17, 2003
-----------------------------------
Patricia Schaefer
Director
-----------------------------------
Donald J. Schneider
/s/ Howard B. Witt* Director December 17, 2003
-----------------------------------
Howard B. Witt
*By: /s/ Gregg C. Sengstack
-------------------------------
Gregg C. Sengstack
Attorney-In-Fact
THE PLAN. Pursuant to the requirements of the Securities Act of
1933, the Plan Administrator has duly caused this Post-Effective
Amendment No. 1 to Form S-8 Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of
Bluffton, State of Indiana, on December 17, 2003.
FRANKLIN ELECTRIC EMPLOYEE STOCK
OWNERSHIP PLAN
By: /s/ Gregg C. Sengstack
--------------------------------------
Gregg C. Sengstack
Member, Employee Benefits Committee
By: /s/ R. Scott Trumbull
--------------------------------------
R. Scott Trumbull
Member, Employee Benefits Committee
By: /s/ Gary D. Ward
--------------------------------------
Gary D. Ward
Member, Employee Benefits Committee