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As filed with the Securities and Exchange Commission on March 5, 2009.
Registration No. 333-__________
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 EMPLOYEE SAVINGS PLAN
(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
    30,000 shares     $ 11.77       $ 353,100       $ 14.00    
 
(1)   Pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers an indeterminate amount of interests to be offered or sold pursuant to The Timken Company Employee Savings Plan (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 March 2, 2009, within five business days prior to filing.
 
 

TABLE OF CONTENTS

PART II
Item 8. Exhibits
SIGNATURES
EXHIBIT INDEX
EX-5
EX-23(a)
EX-24

Table of Contents

     Pursuant to General Instruction E to Form S-8, the contents of Registration Statement No. 333-141067, filed with the Securities and Exchange Commission (the “Commission”) on March 5, 2007, and Registration Statement No. 333-113394, filed with the Commission on March 8, 2004, are incorporated herein by reference. This Registration Statement on Form S-8 is filed for the purpose of registering an additional 30,000 shares of Common Stock, without par value (“Common Stock”), of The Timken Company, an Ohio corporation (the “Registrant”), under the Plan.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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 Employee Savings Plan (the “Plan”) (filed as an exhibit to the Registrant’s Form S-8 Registration Statement No. 333-141067 and incorporated herein by reference).
 
           
 
    4 (d)   Amendment No. 1 to The Timken Company Employee Savings Plan (filed as an exhibit to the Registrant’s Form S-8 Registration Statement No. 333-141067 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 5 th day of March 2009.
         
  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
 
*
 
  President, Chief Executive Officer and Director       March 5, 2009
James W. Griffith
  (Principal Executive Officer)    
 
       
*
 
Glenn A. Eisenberg
  Executive Vice President — Finance and Administration (Principal Financial Officer)   March 5, 2009
 
*
 
J. Theodore Mihaila
  Senior Vice President — Finance and
Controller (Principal Accounting Officer) 		  March 5, 2009
 
     
 
       
*
 
Philip R. Cox
  Director   March 5, 2009
 
       
*
 
Jerry J. Jasinowski
  Director   March 5, 2009
 
       
*
 
John A. Luke, Jr.
  Director   March 5, 2009
 
       
*
 
Robert W. Mahoney
  Director   March 5, 2009
 
       
*
 
Joseph W. Ralston
  Director   March 5, 2009
 
       
*
 
John R. Reilly
  Director   March 5, 2009
 
       
*
 
  Director    March 5, 2009
Frank C. Sullivan
       

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Signature   Title   Date
 
*
 
John M. Timken, Jr.
  Director   March 5, 2009
 
       
*
 
Ward J. Timken
  Director   March 5, 2009
 
       
*
 
Ward J. Timken, Jr.
  Director   March 5, 2009
 
       
*
 
Joseph F. Toot, Jr.
  Director   March 5, 2009
 
       
*
 
Jacqueline F. Woods
  Director   March 5, 2009
 
*   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: March 5, 2009  By:    /s/ Scott A. Scherff                              
    Scott A. Scherff, Attorney-in-Fact   
      The Plan . Pursuant to the requirements of the Securities Act of 1933, the Plan 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 5 th day of March 2009.
         
  THE TIMKEN COMPANY EMPLOYEE SAVINGS PLAN
  		 
  By:   /s/ Scott A. Scherff    
    Scott A. Scherff, Corporate Secretary and   
    Assistant General Counsel   
 

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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 Employee Savings Plan (filed as an exhibit to the Registrant’s Form S-8 Registration Statement No. 333-141067 and incorporated herein by reference).
 
   
4(d)
  Amendment No. 1 to The Timken Company Employee Savings Plan (filed as an exhibit to the Registrant’s Form S-8 Registration Statement No. 333-141067 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
March 5, 2009
The Timken Company
1835 Dueber Ave., S.W.
Canton, OH 44706
RE:      The Timken Company Employee Savings Plan
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 30,000 shares (the “Shares”) of the Registrant’s common stock, without par value, to be issued or transferred and sold under The Timken Company Employee Savings Plan (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 Employee Savings Plan for the registration of 30,000 shares of common stock, without par value, of The Timken Company of our reports (a) dated February 23, 2009, 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, 2008, and the effectiveness of internal control over financial reporting of The Timken Company and (b) dated June 20, 2008, with respect to the financial statements and schedule of The Timken Company Employee Savings Plan included in the Plan’s Annual Report (Form 11-K), filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Cleveland, Ohio
March 4, 2009

EXHIBIT 24
REGISTRATION STATEMENT
POWER OF ATTORNEY

The Timken Company Employee Savings 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 Employee Savings 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 5th day of March 2009.
         
/s/ Phillip R. Cox
      /s/ J. Ted Mihaila
 
       
Phillip R. Cox
      J. Ted 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/ Jerry J. Jasinowski
      /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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