S-8 1 ap-20250512.htm S-8 S-8

 

As filed with the Securities and Exchange Commission on May 12, 2025

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

AMPCO-PITTSBURGH CORPORATION

(Exact name of registrant as specified in its charter)

 

Pennsylvania

25-1117717

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

726 Bell Avenue, Suite 301

Carnegie, Pennsylvania

15106

(Address of Principal Executive Offices)

(Zip Code)

AMPCO-PITTSBURGH CORPORATION

2016 OMNIBUS INCENTIVE PLAN

(AS AMENDED AND RESTATED AS OF MAY 8, 2025)

(Full title of the plan)

Michael G. McAuley

Senior Vice President, Chief Financial Officer & Treasurer

Ampco-Pittsburgh Corporation

726 Bell Avenue, Suite 301

Carnegie, PA 15106

(Name and address of agent for service)

(412) 456-4418

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

With a copy to:

Jeremiah G. Garvey

Seth Popick

Cozen O’Connor

One Oxford Centre

301 Grant Street, 41st Floor

Pittsburgh, PA 15219

(412) 620-6500

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

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

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 accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act

 

 

REGISTRATION OF ADDITIONAL SHARES PURSUANT TO GENERAL INSTRUCTION E

Pursuant to General Instruction E of Form S-8, Ampco-Pittsburgh Corporation (the “Registrant”) is filing this Registration Statement with the Securities and Exchange Commission (the “SEC”) to register 500,000 additional shares of Common Stock, par value $1.00 per share (“Common Stock”) under the Registrant’s 2016 Omnibus Incentive Plan, as amended and restated. This Registration Statement hereby incorporates by reference the contents of the Registrant’s registration statements on Form S-8 filed with the SEC on each of May 9, 2016, May 13, 2021 and May 18, 2023 (File Nos. 333-211242, 333-256094 and 333-272046, respectively). In accordance with the instructional note to Part I of Form S-8 as promulgated by the SEC, the information specified in the Form S-8 has been omitted from this Registration Statement.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents filed by the Registrant with the SEC pursuant to the Securities Act are incorporated by reference into this Registration Statement:

(a)
(b)
(c)
all other reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), since the end of the fiscal year covered by the Registrant’s Annual Report referred to in (a) above; and
(d)
the description of the Registrant’s Common Stock filed as an exhibit to the Registrant’s Annual Report referred to in (a) above pursuant to Item 601(b)(4)(vi), including all amendments and reports updating such description.

All documents subsequently filed by the Registrant with the SEC pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, after the date of this Registration Statement, but prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered by this Registration Statement have been sold or which deregisters all such securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement; provided, however, that the Registrant is not incorporating by reference any information furnished (but not filed) under Item 2.02 or Item 7.01 of any Current Report on Form 8-K. Each document incorporated by reference into this Registration Statement shall be deemed to be a part of this Registration Statement from the date of filing of such document with the SEC until the information contained therein is superseded or updated by any subsequently filed document which is incorporated by reference into this Registration Statement or by any document which constitutes part of the prospectus relating to the Plan meeting the requirements of Section 10(a) of the Securities Act.

 

 

 

Item 8. Exhibits.

The following exhibits are filed herewith or incorporated by reference as part of this Registration Statement:

Exhibit No.

 

Description

4.1

 

Restated Articles of Incorporation, effective as of August 11, 2017, incorporated by reference to Quarterly Report on Form 10-Q filed on November 9, 2017.

4.2

 

Amendment of Amended and Restated Articles of Incorporation, effective as of May 9, 2019, incorporated by reference to Quarterly Report on Form 10-Q filed on May 10, 2019.

4.3

 

Amended and Restated By-laws, effective June 4, 2024, incorporated by reference to Quarterly Report on Form 10-Q filed on August 12, 2024.

4.4

 

Form of Common Stock Certificate, incorporated by reference to Registration Statement on Form S-3 filed on January 19, 2018.

5.1*

 

Opinion of Cozen O’Connor.

23.1*

 

Consent of Cozen O’Connor (included in the Opinion filed as Exhibit 5.1).

23.2*

 

Consent of BDO USA, P.C.

99.1

 

Ampco-Pittsburgh Corporation 2016 Omnibus Incentive Plan (as Amended and Restated), incorporated by reference to Quarterly Report on Form 10-Q filed May 12, 2025.

107*

 

Filing Fee Table.

* Filed herewith.

 

 

 

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 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 Borough of Carnegie, Commonwealth of Pennsylvania, on this 12th day of May, 2025.

Ampco-Pittsburgh Corporation

By:

/s/ J. Brett McBrayer

Name: J. Brett McBrayer

Title: Chief Executive Officer

We, the undersigned directors and officers of Ampco-Pittsburgh Corporation, do hereby constitute and appoint J. Brett McBrayer and Michael G. McAuley, and each of them, our true and lawful attorney and agent, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney and agent may deem necessary or advisable to enable said corporation to comply with the Securities Act and any rules, regulations and requirements of the SEC, in connection with this Registration Statement, including specifically, but without limitation, power and authority to sign for us or any of us in our names in the capacities indicated below, any and all amendments (including post-effective amendments) hereto and we do hereby ratify and confirm all that said attorney and agent shall do or cause to be done by virtue hereof.

 

 

Pursuant to the requirements of the Securities Act, this Registration Statement and the foregoing Power of Attorney have been signed by the following persons in the capacities and on the date(s) indicated:

SIGNATURE

 

TITLE

 

DATE

/s/ J. Brett McBrayer

J. Brett McBrayer

 

Chief Executive Officer and Director (Principal

Executive Officer)

 

May 12, 2025

 

 

 

 

 

/s/ Michael G. McAuley

Michael G. McAuley

 

Senior Vice President, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)

 

May 12, 2025

 

 

 

 

 

 

/s/ James J. Abel

James J. Abel

 

Director

 

May 12, 2025

 

 

 

 

 

/s/ Robert A. DeMichiei

Robert A. DeMichiei

 

Director

 

May 12, 2025

 

 

 

 

 

/s/ Frederick D. DiSanto

Frederick D. DiSanto

 

Director

 

May 12, 2025

 

 

 

 

 

/s/ Elizabeth A. Fessenden
 Elizabeth A. Fessenden

 

Director

 

May 12, 2025

 

 

 

 

 

/s/ Michael I. German
 Michael I. German

 

Director

 

May 12, 2025

 

 

 

 

 

/s/ William K. Lieberman
 William K. Lieberman

 

Director

 

May 12, 2025

 

 

 

 

 

/s/ Darrell L. McNair
 Darrell L. McNair

 

Director

 

May 12, 2025

 

 

 

 

 

/s/ Laurence E. Paul
 Laurence E. Paul

 

Director

 

May 12, 2025

 

 

 

 

 

/s/ Stephen E. Paul
Stephen E. Paul

 

Director

 

May 12, 2025