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As filed with the Securities and Exchange Commission on May 12, 2008.
     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 TIMKEN COMPANY
(Exact name of registrant as specified in its charter)
     
Ohio   34-0577130
(State or other jurisdiction of
incorporation or organization) 		  (I.R.S. Employer
Identification No.)
1835 Dueber Avenue, S.W., Canton, Ohio 44706-2798
(Address of principal executive offices including zip code)
THE TIMKEN COMPANY LONG-TERM INCENTIVE PLAN
(as amended and restated as of February 5, 2008)
(Full title of the plan)
Scott A. Scherff
Corporate Secretary and Assistant General Counsel
1835 Dueber Avenue, S.W.
Canton, Ohio 44706-2798
(Name and address of agent for service)
(330) 438-3000
(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 þ   Accelerated filer o   Non-accelerated filer o   Smaller reporting company o
        (Do not check if a smaller reporting company)    
CALCULATION OF REGISTRATION FEE
                             
 
              Proposed     Proposed        
  Title of           Maximum     Maximum        
  Securities     Amount     Offering     Aggregate     Amount of  
  to be     to be     Price Per     Offering     Registration  
  Registered     Registered (1)     Share (2)     Price (2)     Fee  
 
Common Stock, without par value
    7,000,000 shares     $36.64     $256,480,000     $10,080.00  
 
 
(1)   Pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers such additional shares of common stock, without par value (“Common Shares”), of The Timken Company (the “Registrant”) as may become issuable pursuant to the anti-dilution provisions of The Timken Company Long-Term Incentive Plan (as amended and restated as of February 5, 2008) (the “Plan”).
 
(2)   Estimated solely for calculating the amount of the registration fee, pursuant to paragraphs (c) and (h) of Rule 457 of the General Rules and Regulations under the Securities Act, on the basis of the average of the high and low sale prices of such securities on the New York Stock Exchange on May 7, 2008, within five business days prior to filing.

 

TABLE OF CONTENTS

PART II
Item 5. Interests of Named Experts and Counsel
Item 8. Exhibits
SIGNATURES
EXHIBIT INDEX
EX-5
EX-23(A)
EX-24

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     Pursuant to General Instruction E to Form S-8, the contents of Registration Statement No. 333-114647 filed with the Securities and Exchange Commission (the “Commission”) on April 20, 2004, Registration Statement No. 333-86452 filed with the Commission on April 17, 2002, Registration Statement No. 333-35154 filed with the Commission on April 19, 2000 and Registration Statement No. 333-02553 filed with the Commission on April 16, 1996 are incorporated herein by reference. This Registration Statement on Form S-8 is filed for the purpose of registering an additional 7,000,000 Common Shares under the Plan.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 5. Interests of Named Experts and Counsel.
     The legality of the Common Shares being offered by this Registration Statement has been passed upon for the Registrant by Mr. Scott A. Scherff. Mr. Scherff is the Corporate Secretary and Assistant General Counsel of the Registrant. As of May 9, 2008, Mr. Scherff held 16,201 Deferred Shares, Deferred Dividend Shares and Restricted Shares under the Plan and had been granted options to purchase another 15,570 Common Shares.
Item 8. Exhibits.
     The following Exhibits are being filed as part of this Registration Statement:
         
  4 (a)  
Amended Articles of Incorporation of the Registrant (filed as an exhibit to the Registrant’s Form S-8 Registration Statement No. 333-02553 and incorporated herein by reference).
       
 
  4 (b)  
Amended Code of Regulations of the Registrant (filed as an exhibit to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 1992 (File No. 1-1169) and incorporated herein by reference).
       
 
  4 (c)  
The Timken Company Long-Term Incentive Plan (as amended and restated as of February 5, 2008) (filed as Appendix B to the Registrant’s Definitive Proxy Statement filed with the Commission on March 18, 2008 (File No. 1-1169) and incorporated herein by reference).
       
 
  5    
Opinion of Counsel.
       
 
  23 (a)  
Consent of Independent Registered Public Accounting Firm.
       
 
  23 (b)  
Consent of Counsel (included in Exhibit 5).
       
 
  24    
Power of Attorney.

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SIGNATURES
     Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this Registration Statement 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 Canton, State of Ohio, on this 12 th day of May 2008.
         
  THE TIMKEN COMPANY
  		 
  By:   /s/Scott A. Scherff    
    Scott A. Scherff   
    Corporate Secretary and Assistant General Counsel   
 
     Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
         
Signature   Title   Date
 
*
 
James W. Griffith
  President, Chief Executive Officer and Director (Principal Executive Officer)   May 12, 2008
 
       
*
 
Glenn A. Eisenberg
   Executive Vice President — Finance and Administration (Principal Financial Officer)   May 12, 2008
 
       
*
 
J. Theodore Mihaila
   Senior Vice President — Finance and Controller (Principal Accounting Officer)   May 12, 2008
 
       
*
 
Philip R. Cox
   Director   May 12, 2008
 
       
 
Jerry J. Jasinowski
   Director    
 
       
*
 
John A. Luke, Jr.
   Director   May 12, 2008
 
       
*
 
Robert W. Mahoney
   Director   May 12, 2008
 
       
*
 
Joseph W. Ralston
   Director   May 12, 2008
 
       
*
 
John R. Reilly
   Director   May 12, 2008
 
       
*
 
Frank C. Sullivan
   Director   May 12, 2008
 
       

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Signature   Title   Date
 
       
*        
 
John M. Timken, Jr.
   Director   May 12, 2008
 
       
*
 
Ward J. Timken
   Director   May 12, 2008
 
       
*
 
Ward J. Timken, Jr.
   Director   May 12, 2008
 
       
*
 
Joseph F. Toot, Jr.
   Director   May 12, 2008
 
       
*
 
Jacqueline F. Woods
   Director   May 12, 2008
 
*   This Registration Statement has been signed on behalf of the above-named directors and officers of the Registrant by Scott A. Scherff, Corporate Secretary and Assistant General Counsel of the Registrant, as attorney-in-fact pursuant to a power of attorney filed with the Commission as Exhibit 24 to this Registration Statement.
         
     
DATED: May 12, 2008 By: /s/Scott A. Scherff    
    Scott A. Scherff,   
    Attorney-in-Fact   
 

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EXHIBIT INDEX
     
Exhibit    
Number   Exhibit Description
 
   
4(a)
  Amended Articles of Incorporation of the Registrant (filed as an exhibit to the Registrant’s Form S-8 Registration Statement No. 333-02553 and incorporated herein by reference).
 
   
4(b)
  Amended Code of Regulations of the Registrant (filed as an exhibit to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 1992 (File No. 1-1169) and incorporated herein by reference).
 
   
4(c)
  The Timken Company Long-Term Incentive Plan (as amended and restated as of February 5, 2008) (filed as Appendix B to the Registrant’s Definitive Proxy Statement filed with the Commission on March 18, 2008 (File No. 1-1169) and incorporated herein by reference).
 
   
5
  Opinion of Counsel.
 
   
23(a)
  Consent of Independent Registered Public Accounting Firm.
 
   
23(b)
  Consent of Counsel (included in Exhibit 5).
 
   
24
  Power of Attorney.

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EXHIBIT 5
May 12, 2008
The Timken Company
1835 Dueber Ave., S.W.
Canton, OH 44706
RE:           The Timken Company Long-Term Incentive Plan (as amended and restated as of February 5, 2008)
Ladies and Gentlemen:
     As Corporate Secretary and Assistant General Counsel of The Timken Company, an Ohio corporation (the “Registrant”), I have acted as counsel for the Registrant in connection with the filing of a registration statement on Form S-8 (the “Registration Statement”) to register under the Securities Act of 1933, as amended (the “Act”), an additional 7,000,000 shares (the “Shares”) of the Registrant’s common stock, without par value, to be issued or transferred and sold under The Timken Company Long-Term Incentive Plan (as amended and restated as of February 5, 2008) (the “Plan”). I have examined such documents, records and matters of law as I have deemed necessary for purposes of this opinion. Based upon the foregoing and subject to the qualifications and limitations stated herein, I am of the opinion that the Shares are duly authorized and, when issued and delivered pursuant to the terms of the Plan, will be validly issued, fully paid and nonassessable; provided that the Registrant at such time has sufficient authorized but unissued shares of common stock remaining under its Amended Articles of Incorporation.
     My examination of matters of law in connection with the opinions expressed herein has been limited to, and accordingly my opinions herein are limited to, the Ohio General Corporation Law, including the applicable provisions of the Ohio Constitution and the reported judicial decisions interpreting such law. I express no opinion with respect to any other law of the State of Ohio or any other jurisdiction. In addition, I have assumed that the resolutions authorizing the Registrant to issue and sell the Shares pursuant to the Plan will be in full force and effect at all times at which such Shares are issued or sold by the Registrant, and the Registrant will take no action inconsistent with such resolutions.
     I hereby consent to the filing of this opinion as Exhibit 5 to the Registration Statement. In giving such consent, I do not thereby admit that I am included in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission promulgated thereunder.
         
     
  By:   /s/Scott A. Scherff    
    Scott A. Scherff   
    Corporate Secretary and Assistant
General Counsel  		 
 
/jlb

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EXHIBIT 23(a)
Consent of Independent Registered Public Accounting Firm
     We consent to the incorporation by reference in the Registration Statement on Form S-8 pertaining to The Timken Company Long-Term Incentive Plan (as amended and restated as of February 5, 2008) for the registration of 7,000,000 shares of common stock, without par value, of The Timken Company of our reports dated February 25, 2008, with respect to the consolidated financial statements and schedule of The Timken Company included in its Annual Report (Form 10-K) for the year ended December 31, 2007, and the effectiveness of internal control over financial reporting of The Timken Company filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
Cleveland, Ohio
May 7, 2008

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EXHIBIT 24
REGISTRATION STATEMENT
POWER OF ATTORNEY
The Timken Company Long-Term Incentive Plan
     KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors and officers of The Timken Company, an Ohio corporation (the “Company”), hereby (1) constitutes and appoints Glenn A. Eisenberg, William R. Burkhart and Scott A. Scherff, collectively and individually, as his or her agent and attorney-in-fact, with full power of substitution and resubstitution, to (a) sign and file on his or her behalf and in his or her name, place and stead in any and all capacities (i) one or more Registration Statements on Form S-8, or other appropriate form (the “Registration Statement”) with respect to the registration under the Securities Act of 1933, as amended, of the shares of Common Stock, without par value, of the Company issuable pursuant to The Timken Company Long-Term Incentive Plan (the “Plan”), and if required, the related participation interests under the Plan, (ii) any and all amendments, including post-effective amendments, and exhibits to the Registration Statement and (iii) any and all applications or other documents to be filed with the Securities and Exchange Commission or any state securities commission or other regulatory authority with respect to the securities covered by the Registration Statement, and (b) do and perform any and all other acts and deeds whatsoever that may be necessary or required in the premises; and (2) ratifies and approves any and all actions that may be taken pursuant hereto by any of the above-named agents and attorneys-in-fact or their substitutes.
     IN WITNESS WHEREOF, the undersigned directors and officers of the Company have hereunto set their hands as of the 12 th day of May 2008.
         
/s/Phillip R. Cox
  /s/J. Theodore Mihaila    
 
Phillip R. Cox
 
 
J. Theodore Mihaila 		   
 
  (Principal Accounting Officer)    
 
       
/s/Glenn A. Eisenberg
  /s/Joseph W. Ralston    
 
       
Glenn A. Eisenberg
  Joseph W. Ralston    
(Principal Financial Officer)
       
 
       
/s/James W. Griffith
  /s/John P. Reilly    
 
James W. Griffith
 
 
John P. Reilly 		   
(Principal Executive Officer)
       
 
       
 
  /s/Frank C. Sullivan    
 
       
Jerry J. Jasinowski
  Frank C. Sullivan    
 
       
/s/John A. Luke, Jr.
  /s/John M. Timken, Jr.    
 
       
John A. Luke, Jr.
  John M. Timken, Jr.    
 
       
/s/Robert W. Mahoney
  /s/Ward J. Timken    
 
       
Robert W. Mahoney
  Ward J. Timken    

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/s/Ward J. Timken, Jr.
       
 
Ward J. Timken, Jr.
       
 
       
/s/Joseph F. Toot, Jr.
       
 
Joseph F. Toot, Jr.
       
 
       
/s/Jacqueline F. Woods
       
 
Jacqueline F. Woods
       

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