-----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, AJ+CgF+4lyRBzVvM9j9RdyoepMNltmxPGTqXrl6RgWum4LvifzYDPXKQTM/EkInf jBoZikTONdj2GLoYyx1k5w== 0000950152-02-007524.txt : 20021010 0000950152-02-007524.hdr.sgml : 20021010 20021010141525 ACCESSION NUMBER: 0000950152-02-007524 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20021010 EFFECTIVENESS DATE: 20021010 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMCAST INDUSTRIAL CORP CENTRAL INDEX KEY: 0000027425 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS FABRICATED METAL PRODUCTS [3490] IRS NUMBER: 310258080 STATE OF INCORPORATION: OH FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-100477 FILM NUMBER: 02786202 BUSINESS ADDRESS: STREET 1: 7887 WASHINGTON VILLAGE DR CITY: DAYTON STATE: OH ZIP: 45459 BUSINESS PHONE: 9372917000 MAIL ADDRESS: STREET 1: 7887 WASHINGTON VILLAGE DRIVE CITY: DAYTON STATE: OH ZIP: 45459 FORMER COMPANY: FORMER CONFORMED NAME: DAYTON MALLEABLE IRON CO DATE OF NAME CHANGE: 19741216 FORMER COMPANY: FORMER CONFORMED NAME: DAYTON MALLEABLE INC DATE OF NAME CHANGE: 19831219 S-8 1 l95979asv8.txt AMCAST INDUSTRIAL CORPORATION S-8 As filed with the Securities and Exchange Commission on October 10, 2002. Registration No. 333- =========================================================================== SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------- AMCAST INDUSTRIAL CORPORATION (Exact Name of Registrant as Specified in Its Charter) ------------------- OHIO 31-0258080 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 7887 WASHINGTON VILLAGE DRIVE DAYTON, OHIO 45459 (937) 291-7000 (Address, including zip code, and telephone number, including area code, of Registrant's principal executive office) ------------------- AMCAST INDUSTRIAL CORPORATION 401(k) SALARY DEFERRAL PLAN (Full title of the plan) ------------------- SAMUEL T. REES, ESQ. VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY 7887 WASHINGTON VILLAGE DRIVE DAYTON, OHIO 45459 (937) 291-7000 (Name, address, including zip code, and telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE - --------------------------------------------------------------------------------------------------------------------------------- Proposed Maximum Title of Securities to be Amount to be Proposed Maximum Offering Aggregate Offering Amount of Registration Registered Registered(1)(2) Price per Share (3) Price(3) Fee - --------------------------- ------------------- ---------------------------- --------------------------- ------------------------ Common Shares, no par value 500,000 $3.26 $1,630,000 $150 - ---------------------------------------------------------------------------------------------------------------------------------
1) In addition, pursuant to Rule 416(a) under the Securities Act of 1933, this registration statement also covers an indeterminate amount of Common Shares that may be offered or sold as a result of any adjustments from stock splits, stock dividends or similar events and pursuant to Rule 416(c) under the Securities Act of 1933, this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan discussed herein 2) There are also being registered hereunder an equal number of Series A Preferred Share Purchase Rights, which are currently attached to and transferable only with the Common Shares registered hereunder. 3) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(h) and Rule 457(c) under the Securities Act of 1933, based on the average of the high and low prices for a Common Shares reported on the New York Stock Exchange on October 4, 2002. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT The Registration Statement on Form S-8 (Reg. No. 33-38176) filed by Amcast Industrial Corporation, an Ohio corporation (the "Registrant"), is hereby incorporated by reference. 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 Dayton, State of Ohio, on October 10, 2002. AMCAST INDUSTRIAL CORPORATION By /s/ Byron O. Pond --------------------------------- Name: Byron O. Pond Title: Chairman of the Board and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE /s/ Byron O. Pond Chairman of the Board and October 10, 2002 - -------------------------------- Chief Executive Officer Byron O. Pond (Principal Executive Officer) and Director /s/ Francis J. Drew Vice President, Finance October 10, 2002 - -------------------------------- and Chief Financial Officer Francis J. Drew (Principal Financial Officer) /s/ Mark D. Mishler Controller (Principal October 10, 2002 - -------------------------------- Accounting Officer) Mark D. Mishler * Director October 10, 2002 - -------------------------------- Walter E. Blankley * Director October 10, 2002 - -------------------------------- Peter H. Forster
2 * Director October 10, 2002 - -------------------------------- Don R. Graber * Director October 10, 2002 - -------------------------------- Joseph R. Grewe * Director October 10, 2002 - -------------------------------- Leo W. Ladehoff * Director October 10, 2002 - -------------------------------- Bernard G. Rethore * Director October 10, 2002 - -------------------------------- William G. Roth * Director October 10, 2002 - -------------------------------- R. William Van Sant
* The undersigned, by signing his name hereto, does hereby execute this registration statement on behalf of the directors of the registrant indicated above by asterisks, pursuant to powers of attorney duly executed by such directors and incorporated by reference as an exhibit to this registration statement. /s/ Samuel T. Rees ------------------------- Samuel T. Rees Attorney-In-Fact October 10, 2002 Pursuant to the requirements of the Securities Act of 1933, the Pension Committee of the Registrant has duly caused this Registration Statement to be signed on behalf of the Amcast Industrial Corporation 401(k) Salary Deferral Plan by the undersigned, thereunto duly authorized, in the City of Dayton, State of Ohio, on this 10th day of October, 2002. AMCAST INDUSTRIAL CORPORATION 401(k) SALARY DEFERRAL PLAN By Amcast Industrial Corporation Pension Committee By /s/ Francis J. Drew ----------------------------------------- Name: Francis J. Drew Authorized Committee Member 3 INDEX TO EXHIBITS ----------------- (4) INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS, INCLUDING INDENTURES 4.1 Articles of Incorporation, as amended, of Amcast Industrial Corporation (filed as Exhibit 4.1 to Registration Statement on Form S-8 (Reg. No. 333-98835) filed by Amcast Industrial Corporation with the SEC on August 28, 2002 and hereby incorporated by reference). 4.2 Code of Regulations of Amcast Industrial Corporation . (filed as Exhibit 4.2 to Registration Statement on Form S-8 (Reg. No. 333-98835) filed by Amcast Industrial Corporation with the SEC on August 28, 2002 and hereby incorporated by reference). 4.3 Amended and Restated Rights Agreement, dated as of February 24,1998, between Amcast Industrial Corporation and First Chicago Trust Company of New York, as Rights Agent (filed as Exhibit 1 to Amendment No. 1 to the Company's Registration Statement on Form 8-A filed with the SEC on February 25, 1998 and incorporated by reference herein). (5) OPINION RE LEGALITY *5.1 Opinion of Thompson Hine LLP with respect to the legality of the securities being registered. (23) CONSENTS OF EXPERTS AND COUNSEL *23.1 Consent of Battelle & Battelle LLP. *23.2 Consent of Ernst & Young LLP. *23.3 Consent of Thompson Hine LLP (contained in their opinion filed as Exhibit 5.1). (24) POWERS OF ATTORNEY *24.1 Power of Attorney granted by each director whose name was signed to this registration statement by power of attorney. - ----------------------- * Filed herewith. 4 EX-5.1 3 l95979aexv5w1.txt EXHIBIT 5.1 EXHIBIT 5.1 THOMPSON HINE LLP 2000 Courthouse Plaza, N.E. 10 West Second Street Dayton, Ohio 45402-1758 October 10, 2002 Amcast Industrial Corporation 7887 Washington Village Drive Dayton, Ohio 45459 Ladies and Gentlemen: We have acted as counsel to Amcast Industrial Corporation, an Ohio corporation (the "Company"), in connection with the Registration Statement on Form S-8 covering 500,000 Common Shares of the Company to be offered and sold under the Company's 401(k) Salary Deferral Plan (the "Registration Statement"). Please be advised that we have examined such proceedings and records of the Company and have made investigation of such other matters, as in our judgment permit us to render an informed opinion on the matters set forth herein. Based upon the foregoing, it is our opinion that the Common Shares of the Company offered under the Plan have been duly authorized and, when issued in accordance with the terms of the Plan, will be legally issued, fully paid and non-assessable. We consent to the use of this opinion as an exhibit to the Company's Registration Statement. Very truly yours, /s/ Thompson Hine LLP EX-23.1 4 l95979aexv23w1.txt EXHIBIT 23.1 EXHIBIT 23.1 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in this Registration Statement on Form S-8 pertaining to the Amcast Industrial Corporation 401(k) Salary Deferral Plan of our report dated June 6, 2002 with respect to the financial statements and schedules of the Amcast Industrial Corporation 401(k) Salary Deferral Plan included in this Annual Report (Form 11-K) for the year ended December 31, 2001. /s/ Battelle & Battelle LLP ------------------------------ Battelle & Battelle LLP Dayton, Ohio October 8, 2002 EX-23.2 5 l95979aexv23w2.txt EXHIBIT 23.2 EXHIBIT 23.2 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Amcast Industrial Corporation 401(k) Salary Deferral Plan of our report dated October 15, 2001, (except for the note entitled "Long-Term Debt and Credit Arrangements" as to which the date is November 12, 2001), with respect to the consolidated financial statements and schedules of Amcast Industrial Corporation and Subsidiaries included in its Annual Report (Form 10-K) for the year ended August 31, 2001, filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP Dayton, Ohio ------------------------------ October 7, 2002 ERNST & YOUNG LLP EX-24.1 6 l95979aexv24w1.txt EXHIBIT 24.1 EXHIBIT 24.1 AMCAST INDUSTRIAL CORPORATION LIMITED POWER OF ATTORNEY WHEREAS, Amcast Industrial Corporation, an Ohio corporation (the "Company"), intends to file with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Act"), (i) a Registration Statement on Form S-8 covering an additional 100,000 of its common shares, without par value, that may be issued under the Company's Amended and Restated 1999 Director Stock Incentive Plan; (ii) a Registration Statement on Form S-8 covering an additional 425,000 of its common shares, without par value, that may be issued under the Company's Amended and Restated 1999 Stock Incentive Plan; (iii) a Registration Statement on Form S-8 covering an additional 25,000 of its common shares, without par value, that may be issued to non-employee directors of the Company in payment of their annual retainer, (iv) a Registration Statement on Form S-8 covering 50,000 deferred compensation obligations that may be issued pursuant to Company's Nonqualified Salary Deferral Plan, and (v) a Registration Statement on Form S-8 covering an additional 500,000 of its common shares, without par value, that may be issued under the Company's 401(k) Salary Deferral Plan (together, the "Registration Statement"). NOW THEREFORE, the undersigned, in his capacity as a director of the Company, hereby appoints Byron O. Pond and Samuel T. Rees, and each of them, to be his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, to execute his name, place and stead, as aforesaid, the Registration Statement and any post-effective amendments thereto, and any and all other instruments necessary or incidental in connection therewith, and to file the same with the Securities and Exchange Commission. Said attorney shall have full power and authority to do and perform, in the name and on behalf of the undersigned, every act whatsoever necessary or desirable to be done, as fully to all intents and purposes as the undersigned might or could do in person. The undersigned hereby ratifies and approves the acts of said attorney. IN WITNESS WHEREOF, the undersigned has executed this instrument this 13th day of May, 2002. /s/ Leo W. Ladehoff /s/ Walter E. Blankley - ------------------------------------- ----------------------- Leo W. Ladehoff Walter E. Blankley /s/ Peter H. Forster /s/ Don R. Graber - ------------------------------------- ------------------ Peter H. Forster Don R. Graber /s/ Joseph R. Grewe /s/ Bernard G. Rethore - ------------------------------------- ----------------------- Joseph R. Grewe Bernard G. Rethore /s/ William G. Roth /s/ R. William Van Sant - ------------------------------------- ------------------------ William G. Roth R. William Van Sant -----END PRIVACY-ENHANCED MESSAGE-----