POS AM 1 tpposam.txt POST EFFECTIVE AMENDMENT #1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 30, 2002 REGISTRATION NO. 333-31636 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ___________________________________ POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ___________________________________ METTLER-TOLEDO INTERNATIONAL INC. (Exact name of registrant as specified in its charter) DELAWARE 13-3668641 (State or other (I.R.S. Employer jurisdiction of Identification Number) incorporation or organization) IM LANGACHER, P.O. BOX MT-100 CH 8606 GREIFENSEE SWITZERLAND (Address of Principal Executive Offices) METTLER-TOLEDO, INC. ENHANCED RETIREMENT SAVINGS PLAN (Full title of the plan) DENNIS BRAUN METTLER-TOLEDO INTERNATIONAL INC. IM LANGACHER, P.O. BOX MT-100 CH 8606 GREIFENSEE SWITZERLAND 011 411 944 2211 (Name, address, and telephone number of agent for service) EXPLANATORY NOTE Mettler-Toledo International Inc. (the "Registrant") previously filed a registration statement on Form S-8 (the "Prior Registration Statement") with the Securities and Exchange Commission (SEC File No. 333-31636) in connection with the registration of shares of common stock of Mettler-Toledo International Inc., par value $.01 per share, to be offered under the Mettler Toledo Retirement Savings Plan (the "Plan"), and an indeterminate amount of interests to be offered pursuant to the Plan. The Plan was amended and restated by the Registrant effective July 1, 2002, except as otherwise provided therein, and the name of the Plan was changed to the Mettler-Toledo, Inc. Enhanced Retirement Savings Plan. The purpose of this Post-Effective Amendment No. 1 to Form S-8 is to file as an exhibit to the Prior Registration Statement a copy of the Mettler-Toledo, Inc. Enhanced Retirement Savings Plan. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 8. Exhibits Item 8 is hereby amended to include the Mettler-Toledo, Inc. Enhanced Retirement Savings Plan as Exhibit 4.5. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended (the "Securities Act"), the Company 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 Post-Effective Amendment No. 1 to Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in Greifensee, Switzerland, on December 30, 2002. Mettler-Toledo International Inc. By: /s/ Dennis Braun ------------------------------ Dennis Braun Chief Financial Officer Pursuant to the requirements of the Securities Act, this Post-Effective Amendment No. 1 to Form S-8 has been signed below by the following persons in the capacities and on the dates indicated. Signature Title Date --------- ----- ---- Chairman of the Board, President and /s/ Robert F. Spoerry* Chief Executive Officer December 30, 2002 ----------------------- Robert F. Spoerry /s/ Dennis Braun ----------------------- Chief Financial Officer December 30, 2002 Dennis Braun /s/ Phillip Caldwell* Director December 30, 2002 ----------------------- Phillip Caldwell /s/ Director December __, 2002 ----------------------- John T. Dickson /s/ Director December __, 2002 ----------------------- Philip H. Geier /s/ Reginal H. Jones* Director December 30, 2002 ----------------------- Reginal H. Jones /s/ Director December __, 2002 ----------------------- Hans Ulrich Maerki /s/ John D. Macomber* Director December 30, 2002 ----------------------- John D. Macomber /s/ George M. Milne* Director December 30, 2002 ----------------------- George M. Milne /s/ Thomas P. Salice* Director December 30, 2002 ----------------------- Thomas P. Salice *By /s/ James T. Bellerjeau --------------------------- James T. Bellerjeau Attorney-in-Fact PLAN SIGNATURE Pursuant to the requirements of the Securities Act, the administrator of the Mettler-Toledo, Inc. Enhanced Retirement Savings Plan has duly caused this Post-Effective Amendment No. 1 to Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Columbus, State of Ohio, on this 30th day of December, 2002. METTLER-TOLEDO, INC. ENHANCED RETIREMENT SAVINGS PLAN By /s/ Timothy J. Marker ------------------------------------------------- Timothy J. Marker Vice President, Human Resources Index to Exhibits EXHIBIT NO. DESCRIPTION OF EXHIBIT ----------- ---------------------- 4.1 Specimen Form of the Registrant's Common Stock Certificate (filed as Exhibit 4.3 to the Registrant's Registration Statement, as amended (File No. 333-35597), on Form S-1 and incorporated by reference herein). 4.2 Amended and Restated Certificate of Incorporation of the Registrant (filed as Exhibit 3.1 to the Registrant's Annual Report on Form 10-K for the Fiscal Year Ending December 31, 1997 and incorporated by reference herein). 4.3 Amended By-Laws of the Registrant (filed as Exhibit 3 to the Registrant's Quarterly Report on Form 10-Q for the quarter ending June 30, 2002 and incorporated by reference herein). 4.4* Mettler Toledo Retirement Savings Plan. 4.5** Mettler-Toledo, Inc. Enhanced Retirement Savings Plan. 23.1** Consent of PricewaterhouseCoopers AG. ______________________ * filed with the Prior Registration Statement ** filed herewith