Lindberg Corp/DE – ‘S-8’ on 6/19/95

As of:  Monday, 6/19/95   ·   Effective:  7/8/95   ·   Accession #:  899657-95-113   ·   File #:  33-60361

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Registration of Securities to be Offered to Employees Pursuant to an Employee Benefit Plan   —   Form S-8
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-8         Registration of Securities to be Offered to            6     19K 
                          Employees Pursuant to an Employee                      
                          Benefit Plan                                           

Document Table of Contents

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                                      Registration No. 33-
------------------------------------------------------------------------------  
------------------------------------------------------------------------------  

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------
Form S-8
Registration Statement
 Under
The Securities Act of 1933
--------------

LINDBERG CORPORATION
(Exact name of registrant as specified in its charter)  

Delaware                                              36-1391480
(State or other jurisdiction of                        (I.R.S. Employer         
incorporation or organization)                         Identification Number)   

6133 N. River Road
 Suite 700
Rosemont, Illinois 60018
(Address of Principal Executive Offices)

 ---------------

1991 STOCK OPTION PLAN FOR KEY EMPLOYEES
  (Full title of the plan)

 STEPHEN S. PENLEY
  Senior Vice President-Finance, Chief Financial Officer
LINDBERG CORPORATION  
6133 N. River Road  
Suite 700 
Rosemont, Illinois 60018  
(708) 823-2021  
   (Name, address and telephone number of agent for service)

--------------- 

 CALCULATION OF REGISTRATION FEE
-----------------------------------------------------------------------------   
-----------------------------------------------------------------------------   
    Proposed        Proposed
Title of       Amount         Maximum         Maximum            Amount of      
Securities to  to be          Offering Price  Aggregate          Registration   
be Registered  Registered (1) Per Share (2)   Offering Price (2) Fee            
-----------------------------------------------------------------------------   
Common Stock   375,000        $6.50           $2,437,500         $840.52        
$2.50 par                                                                       
value                                                                           
-----------------------------------------------------------------------------   
(1)  The registration statement also includes an indeterminable number of       
 additional shares that may become issuable pursuant to the antidilution
adjustment provisions of the plan.                                    
(2)  In accordance with Rule 457, estimated solely for the purpose of           
calculating the registration fee, on the basis of the average of the  
   high and low sale prices of the registrant's common stock reported on the
NASDAQ National Market System on June 14, 1995, as reported in the    
THE WALL STREET JOURNAL (Midwest Edition).                            

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The contents of registration statement No. 33-47323 covering shares to be issued
upon exercise of stock options granted under the 1991 Stock Option Plan for Key 
Employees and the 1991 Stock Option Plan for Directors are incorporated herein  
by reference, except as indicated below:                                        

PART II 
  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 5.     Interests of Named Experts and Counsel                              

Not applicable.                                         

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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, or amendment thereto, to be signed on its behalf by the undersigned, 
thereunto duly authorized, in the City of Rosemont, State of Illinois on June   
16, 1995.                                                                       

                    LINDBERG CORPORATION

                   By: Leo G. Thompson
                                 -------------------------
                       Leo G. Thompson
                                     President and Chief Executive
               Officer

   Pursuant to the requirements of the Securities of 1933, this registration
statement, or amendment thereto, has been signed by the following persons in the
capacities and on the date indicated.                                           

Signature                 Title                                   Date          
---------                 -----                                   ----          

Leo G. Thompson                                                                 
------------------------  Director, President and Chief                         
Leo G. Thompson           Executive Officer (Principal                          
          Executive Officer)                   )

Stephen S. Penley                                                               
------------------------  Senior Vice President-Finance, Chief                  
Stephen S. Penley         Financial Officer, Secretary and                      
      Treasurer (Principal Financial and
          Accounting Officer)                  )
George H. Bodeen                                                                
------------------------  Director                             )                
George H. Bodeen                                                                
                                                                 June 16, 1995
Raymond f. Decker                                                               
------------------------  Director                             )                
Raymond F. Decker                                                               

John W. Puth                                                                    
------------------------  Director                             )                
John W. Puth                                                                    

J. Thomas Schanck                                                               
------------------------  Director                             )                
J. Thomas Schanck                                                               

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LINDBERG CORPORATION  

EXHIBIT INDEX   

Number and Description of Exhibit                                 
---------------------------------                                 

4.1    Amended and Restated Credit Agreement between the Registrant and two     
 Commercial banks dated April 28, 1994 (incorporated by reference to
 Exhibit 4.2 to Registrant's Annual Report on Form 10-K for the year
ended December 31, 1994, Commission file no. 0-8287)              

5      Opinion of Bell, Boyd & Lloyd                                            

15     None                                                                     

23.1   Consent of Arthur Andersen LLP, as independent auditors                  

23.2   Consent of Bell, Boyd & Lloyd (Included in Exhibit 5)                    

24     None                                                                     

28     None                                                                     

99     None                                                                     

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                                                                   Exhibit 5

Bell, Boyd & Lloyd  
70 West Madison Street, Suite 3300
 Chicago, Illinois  60602-4207

June 15, 1995 

Lindberg Corporation                                                            
6133 North River Road                                                           
Suite 700                                                                       
Rosemont, Illinois 60018                                                        

    Registration Statement on Form S-8
    ----------------------------------

Ladies and Gentlemen:                                                           

In connection with the registration statement on Form S-8 of Lindberg 
Corporation, a Delaware corporation (the "Company"), which covers 375,000 shares
of common stock, $2.50 par value, of the Company (the "Shares") offered upon    
exercise of options under the Company's 1991 Stock Option Plan for Key Employees
(the "Plan"), we have examined originals, or copies certified or otherwise      
identified to our satisfaction, of the Plan and such other documents, corporate 
and other records, certificates and other papers as we deemed it necessary to   
examine for the purpose of this opinion.                                        

Based on such examination, it is our opinion that:                    

 1.     The Company is a corporation duly organized and legally existing
under the laws of the State of Delaware.                                        

2.     The Company has taken all action necessary to authorize (i) the
Plan, (ii) the granting of options pursuant to the Plan, and (iii) the issuance 
of the Shares in accordance with the Plan and upon the exercise of options      
granted pursuant to them.                                                       

 3.   Such of the 375,000 Shares as may be issued in accordance with the
Plan and upon the exercise of options granted pursuant to the Plan will, upon   
such issuance, constitute legally issued, fully paid and nonassessable shares of
common stock, $2.50 par value, of the Company.                                  

We hereby consent to the filing of this opinion as an exhibit to the  
registration statement for the registration under the Securities Act of 1933 of 
the Shares. In giving this consent we do not admit that we are within the       
category of persons whose consent is required by Section 7 of the Securities Act
of 1933.                                                                        

                  Very truly, yours,

                  BELL, BOYD & LLOYD

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                                                                Exhibit 23.1

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS   
-----------------------------------------   

As independent public accountants, we hereby consent to the incorporation by    
reference in this registration statement of our report dated January 20, 1995   
included in Lindberg Corporation's Form 10-K for the year ended December 31,    
1994 and to all references to our Firm included in this registration statement. 

                           Arthur Andersen LLP

Chicago, Illinois                                                               
June 12, 1995                                                                   

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘S-8’ Filing		Date		First		Last			Other Filings
Effective on:		7/8/95
Filed on:		6/19/95
		6/16/95		3
		6/15/95		5
		6/14/95		1
		6/12/95		6
		1/20/95		6
		12/31/94		4		6			10-K,  10-K/A
		4/28/94		4
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