As filed with the Securities and Exchange Commission on May 24, 2016
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 Number) |
600 South Airport Road, Mansfield, Ohio 44903
(Address of principal executive offices, including zip code)
THE GORMAN-RUPP COMPANY
2016 NON-EMPLOYEE DIRECTORS’ COMPENSATION PLAN
(Full Title of the Plan)
Brigette A. Burnell, General Counsel and Secretary
The Gorman-Rupp Company
600 South Airport Road, Mansfield, Ohio 44903
(419) 755-1011
(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, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer | ¨ | Accelerated filer | x | |||
| Non-accelerated filer | ¨ | Smaller reporting company | ¨ | |||
CALCULATION OF REGISTRATION FEE
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| Title of securities to be registered |
Amount to be registered (1) |
Proposed maximum offering price per share (2) |
Proposed maximum aggregate offering price |
Amount of registration fee |
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Common Shares, without par value |
100,000 | $27.11 | $2,711,000 | $273.00 | ||||
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| 1) | Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement also covers such additional shares, without par value (“Common Shares”), of The Gorman-Rupp Company (the “Registrant” or the “Company”) as may be issued or become issuable under the terms of The Gorman-Rupp Company 2016 Non-Employee Directors’ Compensation Plan (the “Plan”), in order to prevent dilution resulting from any stock split, stock dividend or similar transaction. |
| 2) | The registration fee has been calculated, and the offering price estimated, in accordance with Rules 457(c) and (h) under the Securities Act upon the basis of the average of the high and low sales prices of the Common Shares as reported on the NYSE MKT on May 18, 2016, which was $27.11 per Common Share. |
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in “Item 1. Plan Information” and “Item 2. Registrant Information and Employee Plan Annual Information” of Form S-8 will be sent or given to participants of the Plan, pursuant to Rule 428(b)(1) under the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
| Item 3. | Incorporation of Documents by Reference. |
The following documents have been filed by the Company with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and are hereby incorporated by reference in this Registration Statement:
| • | The Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015; |
| • | The Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2016; |
| • | The Company’s Current Report on Form 8-K filed on May 2, 2016; and |
| • | The description of the Company’s Common Shares contained in the Registration Statement on Form 8-A filed on October 1, 1971 (File No. 1-06747) and any amendments or 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 Company or the Plan pursuant to Sections 13(a), 13(c), 14 and 15(d) of 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 herein by reference and to be part hereof from the date of filing of such documents, 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.
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.
| 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 Company’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 Company’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 Company’s Articles of Incorporation or any agreement, vote of shareholders or disinterested directors or otherwise.
The Company has entered into Indemnification Agreements (the “Indemnification Agreements”) with each present director and such officers of the Company 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 effect of the Indemnification Agreements is to provide for mandatory indemnification of an officer or director of the Company, or of an individual who serves at the request of the Company 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 Company. 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 Company also maintains insurance covering certain liabilities of the directors and officers of the Company and its subsidiaries.
| Item 7. | Exemption from Registration Claimed. |
Not applicable.
| Item 8. | Exhibits. |
The Exhibit Index immediately preceding the exhibits is incorporated herein by reference.
| 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 the 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 a prospectus filed with the Commission 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) 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 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 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.
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 24th day of May, 2016.
| THE GORMAN-RUPP COMPANY | ||
| By: | /s/ BRIGETTE A. BURNELL | |
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Brigette A. Burnell, General Counsel and Secretary |
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Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated below on May 24, 2016.
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Signature |
Title |
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| * JEFFREY S. GORMAN |
President and Chief Executive Officer and Director (Principal Executive Officer) |
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| Jeffrey S. Gorman | ||
| *WAYNE L. KNABEL |
Chief Financial Officer (Principal Financial and Accounting Officer) |
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| Wayne L. Knabel | ||
| *JAMES C. GORMAN | Director | |
| James C. Gorman | ||
| *M. ANN HARLAN | Director | |
| M. Ann Harlan | ||
| *THOMAS E. HOAGLIN | Director | |
| Thomas E. Hoaglin | ||
| *CHRISTOPHER H. LAKE | Director | |
| Christopher H. Lake | ||
| *KENNETH R. REYNOLDS | Director | |
| Kenneth R. Reynolds | ||
| *RICK R. TAYLOR | Director | |
| Rick R. Taylor | ||
| *W. WAYNE WALSTON | Director | |
| W. Wayne Walston | ||
| * | The undersigned, by signing her name hereto, does sign and execute this Registration Statement pursuant to Powers of Attorney executed by the Registrant and by the above-named officers and directors of the Registrant and filed with the Securities and Exchange Commission on behalf of such Registrant, officers and directors. |
May 24, 2016
| By: | /s/ BRIGETTE A. BURNELL | |
| Brigette A. Burnell | ||
| Attorney-in-Fact |
EXHIBIT INDEX
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Exhibit
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Exhibit Description |
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4(a) |
The Company’s Amended Articles of Incorporation, as amended (incorporated herein by this reference from Exhibit (3)(4)(a) of the Company’s Annual Report on Form 10-K for the year ended December 31, 2015) (File No. 001-06747) | |
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4(b) |
The Company’s Regulations, as amended (incorporated herein by this reference from Exhibit (3)(ii)(4) of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2015) (File No. 001-06747) | |
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4(c) |
The Gorman-Rupp Company 2016 Non-Employee Directors’ Compensation Plan (filed herewith) | |
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5 |
Opinion of Calfee, Halter & Griswold LLP (filed herewith) | |
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23(a) |
Consent of Ernst & Young LLP (filed herewith) | |
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23(b) |
Consent of Calfee, Halter & Griswold LLP (included in Exhibit 5 of this Registration Statement) | |
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24 |
Power of Attorney of Directors and Officers | |
Exhibit 4(c)
THE GORMAN-RUPP COMPANY
2016 NON-EMPLOYEE DIRECTORS’
COMPENSATION PLAN
1. PURPOSE
The purpose of The Gorman-Rupp Company 2016 Non-Employee Directors’ Compensation Plan (the “Plan”) is to promote the interests of The Gorman-Rupp Company (the “Company”) and its shareholders by attracting and retaining Non-Employee Directors capable of furthering the future success of the Company and by aligning their economic interests more closely with those of the Company’s shareholders. “Non-Employee Director” means a member of the Board who is not employed by the Company or any of its subsidiaries.
2. ADMINISTRATION OF THE PLAN
The Plan will be administered by the Board of Directors of the Company (the “Board”). Except as limited by law or by the Articles of Incorporation and Code of Regulations of the Company, and subject to the provisions of the Plan, all decisions of the Board shall be final, conclusive and binding upon all parties.
3. COMMON SHARES AVAILABLE FOR AWARDS
Subject to adjustment as provided in Section 5 below, the number of common shares, without par value, of the Company (“Common Shares”) which may be awarded to Non-Employee Directors pursuant to the Plan shall not exceed 100,000 Common Shares in the aggregate. Notwithstanding the foregoing, any shares underlying an award that is cancelled, forfeited or terminated may be added back to the pool of available shares under the Plan and used for subsequent awards. Upon shareholder approval of the Plan (the “Effective Date”), no further stock awards may be granted under the Company’s prior Amended and Restated Non-Employee Directors’ Compensation Plan.
4. COMPENSATION OF NON-EMPLOYEE DIRECTORS
Unless otherwise determined by the Board, Non-Employee Directors shall be compensated by the Company for their services as members of the Board through a combination of annual cash retainers and annual stock awards of Common Shares. Additional compensation may be awarded for service as the lead independent director and/or chairman of a Board committee. The Board may also, from time to time, determine to pay compensation for service by a Non-Employee Director on one or more standing or special committees of the Board.
The value of the annual stock awards granted during a single fiscal year to any Non-Employee Director, taken together with the annual cash retainer and any additional cash compensation paid to such Non-Employee Director during the fiscal year (excluding any reimbursement of expenses), shall not exceed $200,000 in total value (calculating the value of any stock awards based on the grant date fair value of such awards for financial reporting purposes).
Unless otherwise determined by the Board, the annual cash retainer shall be paid quarterly by the end of each calendar quarter from July 1 through June 30 to each Non-Employee Director then serving on the Board. The quarterly payment shall be pro-rated based on days served during the applicable quarter for any Non-Employee Director whose Board service terminates before the end of a calendar quarter.
Unless otherwise determined by the Board, the annual stock award shall be paid effective as of July 1 through book-entry deposit of Common Shares, to each Non-Employee Director then serving on the Board. In the event a Non-Employee Director is elected to the Board after July 1, then a pro-rated stock award shall be paid to such Non-Employee Director effective as of the date of his or her initial election (or as promptly as practicable thereafter).
The Board retains discretion to deliver the annual stock award described in the preceding paragraph in the form of Deferred Stock Units. “Deferred Stock Unit” means a contractual right granted under the Plan that is denominated in Common Shares. Each Deferred Stock Unit represents a right to receive the value of one Common Share on the terms and conditions set forth in the Plan and, if applicable, an award agreement. Deferred Stock Units are eligible to receive dividend equivalents during the deferral period, which will be either held in cash or reinvested into additional Deferred Stock Units with the same restrictions. Any Common Shares issued with respect to any dividends or dividend equivalents shall be deducted from the total pool of available Common Shares set forth in Section 3 above.
Unless otherwise determined by the Board, any Common Shares and Deferred Stock Units awarded under the Plan shall be fully vested as of the date of grant, provided that (i) Common Shares shall be subject to a one-year holding period from the date of grant and (ii) Common Shares underlying Deferred Stock Units shall be delivered one-year following the date of grant (or, if earlier, upon death or an event constituting a “Change in Control” as defined in the Company’s 2015 Omnibus Incentive Plan, as amended from time to time, or any successor plan thereto), subject to Section 7 below. Unless otherwise determined by the Board, any dividends paid by the Company during the one-year holding period will be subject to the same dividend reinvestment election made by a Non-Employee Director with respect to his or her unrestricted shares of Common Stock.
Common Shares awarded under the Plan shall initially be treasury shares, but the Board reserves the right to also use authorized and unissued shares or shares purchased in the open market.
The obligation of the Company to deliver Common Shares and Deferred Stock Units shall be subject to all applicable laws, rules and regulations, and to such approvals by governmental agencies as may be deemed necessary or advisable by the Company. In particular, upon advice from counsel for the Company, the Company shall take such steps as deemed necessary or advisable to comply with all requirements of the relevant securities laws, including the placement of a “restricted securities” legend on certificates (or book-entry ownership records) representing Common Shares.
5. ADJUSTMENTS OF COMMON SHARES
The number and kind of Common Shares which will be awarded to each Non-Employee Director under Section 4 above will be automatically adjusted to the extent necessary to prevent dilution or enlargement of the rights of Non-Employee Directors in the event of any merger, reorganization, consolidation, recapitalization, dividend or distribution (whether in cash, shares or other property, other than a regular cash dividend), stock split, reverse stock split, spin-off or similar transaction or other change in corporate structure affecting the Common Shares or the value thereof in a manner the Board deems equitable or appropriate; provided, however, that no such adjustment will be made if the adjustment would cause the Plan to fail to comply with an exemption pursuant to Section 16 of the Securities Exchange Act of 1934 (the “1934 Act”).
6. AMENDMENT, SUSPENSION AND TERMINATION
The Board may at any time amend, suspend or terminate the Plan, provided, however, that no such action shall materially adversely affect the rights of any affected Non-Employee Director under any award theretofore granted under the Plan, except to the extent any such action is made to cause the Plan to comply with applicable law, stock market or exchange rules and regulations or accounting or tax rules and regulations.
7. COMPLIANCE WITH RULE 16b-3 AND I.R.C. SECTION 409A
The Company intends that the Plan and all transactions hereunder meet or will meet all of the requirements of Rule 16b-3 under the 1934 Act.
With respect to awards subject to Section 409A of the Internal Revenue Code, as amended, and the regulations promulgated thereunder (“Section 409A”), the Plan and any applicable award agreements are intended to comply with the requirements of Section 409A and the provisions of the Plan and any award agreement shall be interpreted in a manner that satisfies the requirements of Section 409A, and the Plan shall be operated accordingly. If any provision of the Plan or any term or condition of any award would otherwise frustrate or conflict with this intent, the provision, term or condition will be interpreted and deemed amended so as to avoid this conflict. In the event that the timing of payments in respect of any award (that would otherwise be considered “deferred compensation” subject to Section 409A) would be accelerated upon the occurrence of a Change in Control (as defined in the Company’s 2015 Omnibus Incentive Plan or any successor plan thereto), no such acceleration shall be permitted unless the event giving rise to the Change in Control satisfies the definition of a change in the ownership or effective control of a corporation, or a change in the ownership of a substantial portion of the assets of a corporation pursuant to Section 409A and any Treasury regulations promulgated thereunder.
8. COMPLIANCE WITH STOCK OWNERSHIP GUIDELINES
All Non-Employee Directors are subject to the Company’s stock ownership guidelines for Non-Employee Directors, as in effect from time to time.
9. RETENTION OF POWERS
Nothing contained in the Plan shall prevent the Board from exercising those powers granted to it by law, the Company’s Amended Articles of Incorporation, as amended, the Company’s Code of Regulations, or otherwise to set the compensation of directors from time to time.
10. TERM OF THE PLAN
No award shall be granted under the Plan after the earliest to occur of (i) the tenth year anniversary of the Effective Date, (ii) the maximum number of Common Shares available for issuance under the Plan have been issued or (iii) the Board terminates the Plan in accordance with Section 6 above. However, any award theretofore granted may extend beyond such date in accordance with the terms of the Plan.
11. GOVERNING LAW
The Plan shall be construed in accordance with and governed by the laws of the State of Ohio and applicable Federal laws.
12. UNFUNDED STATUS OF THE PLAN
The Plan is intended to constitute an “unfunded” plan for compensation. With respect to any payments not yet made to a Non-Employee Director by the Company, nothing contained herein shall give any such Non-Employee Director any rights that are greater than those of a general creditor of the Company.
13. TRANSFERABILITY OF AWARDS
Except as provided in this Section 13, no Common Shares or Deferred Stock Units that have not been issued or as to which any applicable restriction, performance or deferral period has not lapsed (each, an “Award”), may be sold, assigned, transferred, pledged or otherwise encumbered, other than by will or the laws of descent and distribution. To the extent and under such terms and conditions as determined by the Board, a Non-Employee Director may assign or transfer an Award without consideration (each transferee thereof, a “Permitted Assignee”) (i) to the Non-Employee Director’s spouse, children or grandchildren (including any adopted and step children or grandchildren), parents, grandparents or siblings, (ii) to a trust for the benefit of one or more of the Non-Employee Director or the persons referred to in clause (i), (iii) to a partnership, limited liability company or corporation in which the Non-Employee Director or the persons referred to in clause (i) are the only partners, members or shareholders or (iv) for charitable donations; provided that such Permitted Assignee shall be bound by and subject to all of the terms and conditions of the Plan and any award agreement relating to the transferred an Award and shall execute an agreement satisfactory to the Company evidencing such obligations (if deemed necessary or appropriate by the Company); and provided further that such Non-Employee Director shall remain bound by the terms and conditions of the Plan. The Company shall cooperate with any Permitted Assignee and the Company’s transfer agent in effectuating any transfer permitted under this Section 13. In no event may any Award be transferred for value.
Exhibit 5
[Calfee, Halter & Griswold LLP Letterhead]
May 24, 2016
The Gorman-Rupp Company
600 South Airport Road
Mansfield, Ohio 44903
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 100,000 shares of the Company’s Common Shares, without par value (the “Shares”), to be offered and sold from time to time pursuant to The Gorman-Rupp Company 2016 Non-Employee Directors’ Compensation Plan (the “Plan”). As counsel for the Company, we have assisted in preparing a Registration Statement on Form S-8 (the “Registration Statement”) to be filed by the Company with the Securities and Exchange Commission (the “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 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.
Very truly yours,
/s/ CALFEE, HALTER & GRISWOLD LLP
CALFEE, HALTER & GRISWOLD LLP
Exhibit 23(a)
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to The Gorman-Rupp Company 2016 Non-Employee Directors’ Compensation Plan of our reports dated March 11, 2016, 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 incorporated by reference in its Annual Report (Form 10-K) for the year ended December 31, 2015, filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
Cleveland, Ohio
May 24, 2016
Exhibit 24
POWER OF ATTORNEY
The undersigned directors and officers of The Gorman-Rupp Company (the “Company”) hereby appoint Jeffrey S. Gorman, Wayne L. Knabel, 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 registering (i) the Common Shares of the Company to be offered under the Company’s 2016 Non-Employee Directors’ Compensation Plan (the “Plan”), and (ii) an indeterminate amount of interests in the Plan that are separate securities, 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 the 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 28th day of April, 2016.
| /S/ JEFFREY S. GORMAN |
President and Chief Executive Officer and Director (Principal Executive Officer) |
|
| Jeffrey S. Gorman | ||
| /S/ WAYNE L. KNABEL |
Chief Financial Officer (Principal Financial and Accounting Officer) |
|
| Wayne L. Knabel | ||
| /S/ JAMES C. GORMAN | Director | |
| James C. Gorman | ||
| /S/ M. ANN HARLAN | Director | |
| M. Ann Harlan | ||
| /S/ THOMAS E. HOAGLIN | Director | |
| Thomas E. Hoaglin | ||
| /S/ CHRISTOPHER H. LAKE | Director | |
| Christopher H. Lake | ||
| /S/ KENNETH R. REYNOLDS | Director | |
| Kenneth R. Reynolds | ||
| /S/ RICK R. TAYLOR | Director | |
| Rick R. Taylor | ||
| /S/ W. WAYNE WALSTON | Director | |
| W. Wayne Walston | ||