-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PC3kM+ZLMP8Acjbh3bfAPHjW5kGZ7lmFQOo/OhFXZm3VNDjDet1AMBBzCUznxY7G Dp65GqUZgX2CKST2BnYjFg== 0000950129-03-006215.txt : 20031218 0000950129-03-006215.hdr.sgml : 20031218 20031218124825 ACCESSION NUMBER: 0000950129-03-006215 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20031218 EFFECTIVENESS DATE: 20031218 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NATCO GROUP INC CENTRAL INDEX KEY: 0001057693 STANDARD INDUSTRIAL CLASSIFICATION: FABRICATED PLATE WORK (BOILER SHOPS) [3443] IRS NUMBER: 222906892 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: 1933 Act SEC FILE NUMBER: 333-46410 FILM NUMBER: 031061736 BUSINESS ADDRESS: STREET 1: BROOKHOLLOW CENTRAL III STREET 2: 2950 NORTH LOOP WEST STE 750 CITY: HOUSTON STATE: TX ZIP: 77092 BUSINESS PHONE: 7136839292 MAIL ADDRESS: STREET 1: BROOKHOLLOW CENTERL III STREET 2: 2950 NORTH LOOP WEST STE 750 CITY: HOUSTON STATE: TX ZIP: 77092 S-8 POS 1 h11200sv8pos.txt NATCO GROUP INC.- P.E. AMEND. #1 - 333-46410 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 18, 2003 Registration No. 333-46410 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------- POST EFFECTIVE AMENDMENT NUMBER ONE FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------- NATCO GROUP INC. (Exact name of registrant as specified in its charter) DELAWARE 22-2906892 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 2950 NORTH LOOP WEST, 7TH FLOOR HOUSTON, TEXAS 77092 (Address of principal executive offices, including zip code) ---------- NATCO GROUP PROFIT SHARING AND SAVINGS PLAN (Full title of the plan) KATHERINE P. ELLIS SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY 2950 NORTH LOOP WEST, 7TH FLOOR HOUSTON, TEXAS 77092 (Name and address of agent for service) (713) 683-9292 (Telephone number, including area code, of agent for service) Copies to: William E. Joor III Vinson & Elkins L.L.P. 2300 First City Tower, 1001 Fannin Street Houston, Texas 77002 (713) 758-2222 PART II INFORMATION REQUIRED IN THIS REGISTRATION STATEMENT ITEM 8. EXHIBITS. Unless otherwise indicated below as being incorporated by reference to another filing of NATCO Group Inc. with the Securities and Exchange Commission, each of the following exhibits is filed with this post-effective amendment no. 1: 4.1 Certificate of Incorporation of NATCO Group Inc., as amended (filed as Exhibit 3.1 to our registration statement on Form S-1 (No. 333-48851) and incorporated in this post-effective amendment no. 1 by reference). 4.2 Amended and Restated Bylaws of NATCO Group Inc., as amended (filed as Exhibit 3.3 to our registration statement on Form S-1 (No. 333-48851) and incorporated in this post-effective amendment no. 1 by reference). 4.3 Certificate of Designation of Series A Junior Participating Preferred Stock (filed as Exhibit 3.2 to our registration statement on Form S-1 (No. 333-48851) and incorporated in this post-effective amendment no. 1 by reference). 4.4 Specimen Common Stock certificate (filed as Exhibit 4.1 to our registration statement on Form S-1 (No. 333-48851) and incorporated in this post-effective amendment no. 1 by reference). *4.5 NATCO Group Profit Sharing and Savings Plan, as Amended and Restated. *4.6 First Amendment to NATCO Group Profit Sharing and Savings Plan. *4.7 Stock Trust Agreement *5.1 Opinion of Vinson & Elkins L.L.P. *23.1 Consent of KPMG LLP. *23.2 Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1). *24.1 Powers of Attorney. * Previously filed. ITEM 9. UNDERTAKINGS Pursuant to the undertakings set forth in paragraph (3) of Item 9 entitled "Undertakings" of the Registration Statement on Form S-8 (file no. 333-46410) filed September 22, 2000 (the "Registration Statement"), NATCO Group Inc. hereby removes from registration any and all remaining shares of common stock registered under the Registration Statement which have not been issued under the NATCO Group Profit Sharing and Savings Plan as of the effective date of this post-effective amendment no. 1 to the Registration Statement. II-1 SIGNATURES The Registrant. Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable rounds 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 be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on the 18th day of December, 2003. NATCO Group Inc. By: * ----------------------------------------- Nathaniel A. Gregory Chief Executive Officer and Chairman of the Board Pursuant to the requirements of the Securities Act of 1933, as amended, this post-effective amendment no. 1 has been signed by the following persons in the capacities indicated below on the 18th day of December, 2003.
SIGNATURE TITLE --------- ----- * - -------------------------------------------- Nathaniel A. Gregory Chairman of the Board and Chief Executive Officer (Principal Executive Officer) /s/ RICHARD W. FITZGERALD - -------------------------------------------- Richard W. FitzGerald Senior Vice President and Chief Financial Officer (Principal Financial Officer) * - -------------------------------------------- Ryan S. Liles Vice President and Controller (Principal Accounting Officer) * - -------------------------------------------- Keith K. Allan Director * - -------------------------------------------- John U. Clarke Director * - -------------------------------------------- George K. Hickox, Jr. Director * - -------------------------------------------- Patrick M. McCarthy Director and President * - -------------------------------------------- Herbert S. Winokur, Jr. Director
*By: /s/ Daniel R. Carter --------------------------------------- Daniel R. Carter Attorney-in-fact. II-2 The Plan. Pursuant to the requirements of the Securities Act of 1933, the trustees (or other persons who administer the NATCO Group Profit Sharing and Savings Plan) have duly caused this post-effective amendment no. 1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on the 18th day of December, 2003. NATCO Group Profit Sharing and Savings Plan By: /s/ Richard W. FitzGerald --------------------------------------- Richard W. FitzGerald Senior Vice President and Chief Financial Officer, NATCO Group Inc., and NATCO Group Employee Benefits Administration Committee Member II-3 INDEX TO EXHIBITS 4.1 Certificate of Incorporation of NATCO Group Inc., as amended (filed as Exhibit 3.1 to our registration statement on Form S-1 (No. 333-48851) and incorporated in this post-effective amendment no. 1 by reference). 4.2 Amended and Restated Bylaws of NATCO Group Inc. (filed as Exhibit 3.3 to our registration statement on Form S-1 (No. 333-48851) and incorporated in this post-effective amendment no. 1 by reference). 4.3 Certificate of Designation of Series A Junior Participating Preferred Stock (filed as Exhibit 3.2 to our registration statement on Form S-1 (No. 333-48851) and incorporated in this post-effective amendment no. 1 by reference). 4.4 Specimen Common Stock certificate (filed as Exhibit 4.1 to our registration statement on Form S-1 (No. 333-48851) and incorporated in this post-effective amendment no. 1 by reference). *4.5 NATCO Group Profit Sharing and Savings Plan, as Amended and Restated. *4.6 First Amendment to NATCO Group Profit Sharing and Savings Plan. *4.7 Stock Trust Agreement *5.1 Opinion of Vinson & Elkins L.L.P. *23.1 Consent of KPMG LLP. *23.2 Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1). *24.1 Powers of Attorney. * Previously filed.
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