AIT Applied Industrial Technologies Inc

As filed with the Securities and Exchange Commission on November 3, 2023

Registration No. 333-__________

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

APPLIED INDUSTRIAL TECHNOLOGIES, INC.

(Exact name of Registrant as specified in its charter)

Applied Industrial Technologies, Inc.

2023 Long-Term Performance Plan

(Full title of the plan)

Jon S. Ploetz

Vice President-General Counsel and Secretary

Applied Industrial Technologies, Inc.

One Applied Plaza, Cleveland, Ohio 44115

(Name and address of agent for service)

(216) 426-4000

(Telephone number, including area code, of agent for service)

With copy to:

David A. Zagore

Squire Patton Boggs (US) LLP

1000 Key Tower, 127 Public Square

Cleveland, Ohio 44114-1304

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

PART I

The documents containing the information specified in Part I of Form S-8 will be sent or given to the participants as specified by Rule 428(b)(1) of the Securities Act. Such documents and the documents incorporated by reference herein pursuant to Item 3 of Part II of this Form, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Certain Documents by Reference.

Applied Industrial Technologies, Inc. (“Registrant”) incorporates by reference and makes part of this Registration Statement the following documents:

Until the Registrant files a post-effective amendment to this Registration Statement indicating that all securities offered have been sold, or deregistering all such securities which remain unsold, all documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing such documents.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel

Not applicable.

Item 6. Indemnification of Directors and Officers.

Ohio law permits the Registrant to indemnify a director, officer, employee and certain other persons (“Covered Persons”) against expenses, judgments, fines, and settlements reasonably incurred in a nonderivative suit, and against expenses reasonably incurred in a derivative suit, if the Covered Person acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the Registrant. In addition, Ohio law permits the Registrant to indemnify a Covered Person in a criminal action or proceeding, other than in a derivative suit, if the person had no reasonable cause to believe his or her conduct was unlawful.

Unless ordered by a court, no indemnification of expenses in a derivative suit is authorized by Ohio law if the Covered Person is finally adjudged to be liable for negligence or misconduct in the performance of his or her duty to the corporation. However, if a Covered Person is successful on the merits or in defense of any matter, indemnification of expenses is mandatory. In addition, under Ohio law, a director’s expenses shall be paid by the corporation as they are incurred, provided the director agrees to reasonably cooperate with the corporation and to repay the amounts advanced if it is proved by clear and convincing evidence that the director’s action or failure to act was done with deliberate intent to cause injury or with reckless disregard for the best interests of the corporation.

Under Ohio law, a director is generally not liable for monetary damages unless it is proved by clear and convincing evidence that the director’s action or failure to act was undertaken with deliberate intent to cause injury to the corporation or with reckless disregard for the best interests of the corporation. There is, however, no comparable provision limiting the liability of officers, employees, or agents of a corporation. The statutory right to indemnification is not exclusive and is in addition to any other rights granted to persons seeking indemnification.

The Registrant’s Regulations provide that the Registrant shall indemnify its directors and officers to the full extent permitted by Ohio law, including circumstances in which indemnification is otherwise discretionary under Ohio law.

The Registrant has entered into indemnification agreements with its officers and directors containing provisions that are in some respects broader than the specific indemnification provisions contained in the Ohio Law. The indemnification agreements may require the Registrant, among other things, to indemnify its directors against certain liabilities that may arise by reason of their status or service as directors (other than liabilities arising from willful misconduct or willful disregard of duties), to advance their expenses incurred as a result of any proceeding against them as to which they could be indemnified, and to obtain director’s insurance if available on reasonable terms.

The Registrant has also obtained directors and officers’ liability insurance covering, subject to certain exceptions, actions taken by the Registrant’s directors and officers in their capacities as such.

Item 7. Exemption From Registration Claimed.

Not applicable.

Item 8. Exhibits.

Item 9. Undertakings.

Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) 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 SEC by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement.

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 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, and the State of Ohio, on November 3, 2023.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons on behalf of the Registrant and in the capacities and on the date indicated.

Date: November 3, 2023

Exhibit 5

November 3, 2023

Applied Industrial Technologies, Inc.

One Applied Plaza

Cleveland, Ohio 44115

Ladies and Gentlemen:

We have acted as counsel to Applied Industrial Technologies, Inc., an Ohio corporation (the “Company”), in connection with a Registration Statement on Form S-8 (the “Registration Statement”) that is being filed today with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”). The Registration Statement relates to the registration of 1,600,000 shares (the “Shares”) of Common Stock, no par value (“Common Stock”) and options and rights to acquire Common Stock (together with the Common Stock, the “Securities”) that may be issued under the Applied Industrial Technologies, Inc. 2023 Long-Term Performance Plan (the “Plan”).

This opinion letter is being delivered at your request in accordance with the requirements of Item 601(b)(5)(i) of Regulation S-K under the Securities Act.

For purposes of this opinion letter, we have examined originals or copies, certified or otherwise identified to our satisfaction, of:

(i) the Registration Statement relating to the Securities;

(ii) the Company’s Articles of Incorporation, as currently in effect;

(iii) the Company’s Regulation, as currently in effect;

(iv) the Resolutions of the Executive Organization & Compensation Committee of the Board of Directors of the Company dated August 8, 2023; and

(v) the Plan.

We also have examined and relied on certificates of public officials and, as to certain matters of fact that are material to our opinion, we have also relied on certifications by an officer of the Company. We have not independently established any of the facts on which we have so relied.

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For purposes of this opinion letter, we have assumed the accuracy and completeness of each document submitted to us, the genuineness of all signatures on original documents, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as facsimile, electronic, certified, conformed or photostatic copies thereof, and the due execution and delivery of all documents where due execution and delivery are prerequisites to the effectiveness thereof. We also have assumed that the Company will not in the future issue or otherwise make unavailable shares of its Common Stock so that there are insufficient authorized and unissued shares of Common Stock, as the case may be, for issuance pursuant to the Plan or on exercise of options or other rights awarded under the Plan. We have not independently verified any of these assumptions.

The opinion expressed in this opinion letter is limited to the General Corporation Law of the State of Ohio. The opinion set forth below is rendered as of the date of this opinion letter. We assume no obligation to update or supplement such opinion to reflect any changes of law or fact that may occur.

Based upon and subject to the foregoing, it is our opinion that upon issuance pursuant to and in accordance with the Plan or on exercise of options or other rights awarded under the Plan, the Shares will be validly issued, fully paid and non-assessable.

We consent to the filing of this opinion letter as an exhibit to the Registration Statement. In giving this consent, we do not thereby admit that we are experts with respect to any part of the Registration Statement or Prospectus within the meaning of the term “expert” as used in Section 11 of the Securities Act or the rules and regulations promulgated thereunder by the Commission, nor do we admit that we are within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission promulgated thereunder.

Exhibit 23(a)

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated August 11, 2023, relating to the financial statements of Applied Industrial Technologies, Inc. and the effectiveness of Applied Industrial Technologies, Inc.’s internal control over financial reporting, appearing in the Annual Report on Form 10-K of Applied Industrial Technologies, Inc. for the year ended June 30, 2023.

/s/ Deloitte & Touche LLP

Cleveland, Ohio

November 3, 2023

Exhibit 24

POWER OF ATTORNEY

   The undersigned director and/or officer of Applied Industrial Technologies, Inc., an Ohio corporation, hereby constitutes and appoints Jon S. Ploetz and David K. Wells, and each of them, the true and lawful agents and attorneys-in-fact of the undersigned with full power and authority, and in either or both of them, to sign for the undersigned and in his or her respective name as director and/or officer of the Corporation, the Corporation’s Registration Statement on Form S-8 to be filed with the Securities and Exchange Commission under the Securities Act of 1933, and the rules and regulations issued thereunder, hereby ratifying and confirming all acts taken by such agents and attorneys-in-fact, or any one of them, as herein authorized.

Exhibit 107

Calculation of Filing Fee Table

Form S-8

(Form Type)

Applied Industrial Technologies, Inc.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

Table 2: Fee Offset Claims and Sources