Registration No. 333-___ As filed with the Securities and Exchange Commission on January 15, 2003 =========================================================================== SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------ ACTUANT CORPORATION (Exact name of registrant as specified in its charter) WISCONSIN 39-0168610 (State or other jurisdiction of (I.R.S. Employer incorporation of organization) Identification No.) 6100 North Baker Road Milwaukee, Wisconsin 53209 (Address of Principal Executive Offices) ACTUANT CORPORATION 2001 OUTSIDE DIRECTORS' STOCK OPTION PLAN (Full title of the plan) Andrew G. Lampereur Copy to: Vice President and Chief Financial Officer Helen R. Friedli, P.C. Actuant Corporation McDermott, Will & Emery 6100 North Baker Road 227 West Monroe Street Milwaukee, Wisconsin 53209 Chicago, Illinois 60606 (Name and address of agent for service) (414) 352-4160 (Telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE ===========================================================================
Proposed Proposed maximum Title of Securities Amount to be maximum offering aggregate offering Amount of to be Registered registered (1) price per share (2) price (2) registration fee - ----------------------------------------------------------------------------------------------------------- Class A Common Stock, par value $0.20 per share 40,000 shares $47.95 $1,918,000 $177
=========================================================================== (1) Pursuant to Rule 416(a) under the Securities Act of 1933 (the "Securities Act"), this Registration Statement also relates to such indeterminate number of additional shares which may be issued if the anti-dilution and adjustment provisions of the plan become operative. (2) Pursuant to Rule 457(h), estimated solely for the purpose of computing the registration fee, based upon $47.95 per share, which is the average of the high and low sales prices of the Class A Common Stock reported on the New York Stock Exchange Composite Tape on January 10, 2003. =========================================================================== PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT This Registration Statement relates to an amendment to the Actuant Corporation 2001 Outside Directors' Stock Option Plan which increases the number of shares of Class A Common Stock authorized and reserved for issuance thereunder by 40,000 shares. Pursuant to General Instruction E of Form S-8, the Registration Statement on Form S-8 relating to the plan (File No. 333-53704) filed by the Registrant with the Securities and Exchange Commission is incorporated herein by reference. Item 8. Exhibits. Reference is made to the Exhibit Index. * * * 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 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 Milwaukee, State of Wisconsin, on January 13, 2003. ACTUANT CORPORATION By: /s/ Andrew G. Lampereur -------------------------------------------- Andrew G. Lampereur Vice President and Chief Financial Officer (Principal Financial Officer of the Registrant) KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints, Robert C. Arzbaecher and Andrew G. Lampereur, and each of them, his true and lawful attorneys-in-fact and agents, for him and in his name, place and stead in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission and any other regulatory authority, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents may lawfully do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on January 13, 2003.
Signature Title /s/ Robert C. Arzbaecher President, Chief Executive Officer, Chairman of the - ----------------------------------------------- Robert C. Arzbaecher Board and Director (Principal Executive Officer of the Registrant) /s/ Andrew G. Lampereur Vice President and Chief Financial Officer - ----------------------------------------------- Andrew G. Lampereur (Principal Financial Officer of the Registrant) /s/ Timothy J. Teske Corporate Controller - ----------------------------------------------- Timothy J. Teske (Principal Accounting Officer) /s/ Gustav H.P. Boel Director - ----------------------------------------------- Gustav H.P. Boel /s/ Bruce S. Chelberg Director - ----------------------------------------------- Bruce S. Chelberg /s/ H. Richard Crowther Director - ----------------------------------------------- H. Richard Crowther /s/ William K. Hall Director - ----------------------------------------------- William K. Hall /s/ Kathleen J. Hempel Director - ----------------------------------------------- Kathleen J. Hempel /s/ William P. Sovey Director - ----------------------------------------------- William P. Sovey
ACTUANT CORPORATION EXHIBIT INDEX TO FORM S-8 REGISTRATION STATEMENT Exhibit Number Description 5.1 Opinion (including consent) of McDermott, Will & Emery as to the legality of the securities to be issued. 23.1 Consent of PricewaterhouseCoopers LLP.