Pennsylvania (State or other jurisdiction of incorporation or organization) | | | 3561 (Primary Standard Industrial Classification Code Number) | | | 25-1117717 (I.R.S. Employer Identification Number) |
Jeremiah G. Garvey Christopher J. Bellini Seth H. Popick Cozen O’Connor P.C. One Oxford Center 301 Grant Street, 41st Floor Pittsburgh, Pennsylvania 15229 Telephone: (412) 620-6500 | | | Spencer G. Feldman Olshan Frome Wolosky LLP 1325 Avenue of the Americas, 15th Floor New York, New York 10019 Telephone: (212) 451-2300 |
Large accelerated filer | | | ☐ | | | Accelerated filer | | | ☐ |
Non-accelerated filer | | | ☒ | | | Smaller reporting company | | | ☒ |
| | | | Emerging growth company | | | ☐ |
Title of Each Class of Securities to be Registered | | | Proposed Maximum Aggregate Offering Price(1) | | Amount of Registration Fee(2) | | | Proposed Maximum Aggregate Offering Price(1) | | Amount of Registration Fee(2) | ||
Non-transferable Rights to purchase Units(3)(4) | | — | | — | | — | | — | ||||
Units issuable upon exercise of Non-transferable Rights | | $20,000,000 | | $2,596.00 | | $20,000,000 | | $2,596.00 | ||||
Common Stock included in Units(4) | | Included in Units | | — | | Included in Units | | — | ||||
Series A Warrants included in Units(4) | | Included in Units | | — | | Included in Units | | — | ||||
Common Stock issuable upon exercise of Series A Warrants(5) | | $1,000,000 | | $129.80 | | $32,857,138.75 | | $4,264.86 | ||||
Total | | $21,000,000 | | $2,725.80(6) | | $52,857,138.75 | | $6,860.86(6) |
(1) | Aggregate offering prices are estimated solely for purposes of calculating the registration fee in accordance with Rule 457(o) under the Securities Act of 1933. |
(2) | Pursuant to Rule 457(p), the registration fee of $2,614.50 paid by the registrant with respect to Registration Statement File No. 333-227567 (filed on September 27, 2018), which was withdrawn by the registrant, is being applied to payment of the registration fee with respect to this registration. |
(3) | Non-transferable Rights are being issued without consideration. |
(4) | Pursuant to Rule 457(g) under the Securities Act of 1933, no separate registration fee is required because these securities are being registered in the same registration statement as the underlying securities of the registrant. |
(5) | Pursuant to Rule 416 under the Securities Act of 1933, this registration statement also registers such indeterminate number of shares of Common Stock as may become issuable upon exercise of the Series A warrants as the same may be adjusted as a result of stock splits, stock dividends, recapitalizations or similar transactions. |
(6) |
| | Per Unit | | | Total(1) | |
Subscription price | | | $1.5624 | | | $20,000,000 |
Dealer-manager fees and expenses(2) | | | $0.1250 | | | $1,600,000 |
Proceeds to us, before expenses | | | $1.4374 | | | $18,400,000 |
(1) | Assumes sale of all offered units and no exercise of Series A warrants included in the units. |
(2) | Represents maximum amount payable. We have agreed to pay RHK Capital, as dealer-manager, a cash fee equal to 6.0%, a non-accountable expense fee of 1.8% and an out-of-pocket accountable expense allowance of 0.2% of aggregate subscription prices we receive, except that we will pay RHK Capital a cash fee of (i) 1.5% (without any payment with respect to non-accountable or accountable expenses) on the aggregate proceeds from any cash exercise of the subscription rights which we receive from our executive officers and directors and any shareholders who beneficially own at least 5.0% of our common stock (“Significant Shareholders”), to the extent the aggregate subscription price from such officers and directors and Significant Shareholders is more than $5,000,000, and (ii) 3.0% (without any payment with respect to non-accountable or accountable expenses) on the aggregate proceeds from any cash exercise of the subscription rights which we receive from our executive officers and directors and any Significant Shareholders, to the extent the aggregate subscription price from such officers and directors and Significant Shareholders is less than $5,000,000. |
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• | our Annual Report on Form 10-K for the year ended December 31, 2019 (filed with the SEC on March 16, 2020), which we refer to as our 2019 Annual Report; |
• | our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2020 (filed with the SEC on May 11, 2020); and our most recent Quarterly Report on Form 10-Q filed with the SEC from time to time, which as of the date of this prospectus is our Quarterly Report on Form 10-Q for the quarterly period ended |
• | our Current Reports on Form 8-K (filed with the SEC on March 10, 2020, May 8, 2020 and June 24, 2020). |
Record date | | | August 17, 2020 |
Commencement date | | | August 18, 2020 |
Expiration date | | | September 16, 2020 |
Deadline for delivery of subscription certificates and payment of subscription prices | | | September 16, 2020 |
Deadline for delivery of notices of guaranteed delivery | | | September 16, 2020 |
Deadline for delivery of subscription certificates and payment of subscription prices pursuant to notices of guaranteed delivery | | | September 21, 2020 |
| | June 30, 2020 | ||||
| | Actual | | | Pro Forma | |
| | (in thousands) | ||||
Debt – current portion | | | $16,550 | | | $16,550 |
Long-term debt | | | $35,740 | | | 35,740 |
Shareholders’ equity: | | | | | ||
Common stock – par value $1.00; authorized 40,000 shares; issued and outstanding 12,794 shares | | | 12,794 | | | 18,508 |
Additional paid-in capital | | | 156,855 | | | 174,868 |
Retained deficit | | | (46,531) | | | (46,531) |
Accumulated other comprehensive loss | | | (69,202) | | | (69,202) |
Total Ampco-Pittsburgh shareholders’ equity | | | 53,916 | | | 77,643 |
Noncontrolling interest | | | 7,269 | | | 7,269 |
Total shareholders’ equity | | | 61,185 | | | 84,912 |
Total capitalization | | | $96,925 | | | 120,652 |
Subscription Certificate Delivery Method | | | Address/Number |
By Notice of Guaranteed Delivery: | | | Contact an Eligible Guarantor Institution, which may include a commercial bank or trust company, a member firm of a domestic stock exchange or a savings bank or credit union, to notify us of your intent to exercise the subscription rights. |
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By Mail: | | | Broadridge Corporate Issuer Solutions, Inc. Attn: BCIS re-Organization Dept. P.O. Box 1317 Brentwood, NY 11717-0718 |
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By Hand or Overnight Courier: | | | Broadridge Corporate Issuer Solutions, Inc. Attn: BCIS IWS 51 Mercedes Way Edgewood, NY 11717 |
(1) | A participating rights holder may send to the subscription agent (a) payment of the subscription price for units acquired in the basic right and any additional units subscribed for pursuant to the over-subscription privilege and (b) a properly completed and duly executed subscription certificate, which must be received by the subscription agent at the subscription agent’s offices set forth above (see “—Subscription Agent”), at or prior to 5:00 p.m. (Eastern time) on the expiration date. A properly completed and duly executed subscription certificate and full payment for the units must be received by the subscription agent at or prior to 5:00 p.m. (Eastern time) on September 16, 2020, unless this offering is extended by us. |
(2) | A participating rights holder may request an Eligible Guarantor Institution as that term is defined in Rule 17Ad-15 under the Exchange Act to send a notice of guaranteed delivery or otherwise guaranteeing delivery of (a) payment of the full subscription price for the units subscribed for in the basic right and any additional units subscribed for pursuant to the over-subscription privilege, and (b) a properly completed and duly executed subscription certificate. The subscription agent will not honor a notice of guaranteed delivery unless a properly completed and duly executed subscription certificate and full payment for the units is received by the subscription agent at or prior to 5:00 p.m. (Eastern time) on September 16, 2020, unless this offering is extended by us. |
(a) | to legal entities which are authorised or regulated to operate in the financial markets or, if not so authorised or regulated, whose corporate purpose is solely to invest in securities; |
(b) | to any legal entity which has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than €43,000,000 and (3) an annual net turnover of more than €50,000,000, as shown in its last annual or consolidated accounts; |
(c) | by the underwriter to fewer than 100 natural or legal persons (other than qualified investors as defined in the Prospectus Directive); or |
(d) | in any other circumstances falling within Article 3(2) of the Prospectus Directive, |
(a) | it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000 (the FSMA)) received by it in connection with the issue or sale of any securities in circumstances in which section 21(1) of the FSMA does not apply to the issuer; and |
(b) | it has complied with and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the securities in, from or otherwise involving the United Kingdom. |
(a) | a fund for joint investments in trust (i.e., mutual fund), as such term is defined in the Law for Joint Investments in Trust, 5754-1994, or a management company of such a fund; |
(b) | a provident fund as defined in Section 47(a)(2) of the Income Tax Ordinance of the State of Israel, or a management company of such a fund; |
(c) | an insurer, as defined in the Law for Oversight of Insurance Transactions, 5741-1981, (d) a banking entity or satellite entity, as such terms are defined in the Banking Law (Licensing), 5741-1981, other than a joint services company, acting for their own account or for the account of investors of the type listed in Section 15A(b) of the Securities Law 1968; |
(d) | a company that is licensed as a portfolio manager, as such term is defined in Section 8(b) of the Law for the Regulation of Investment Advisors and Portfolio Managers, 5755-1995, acting on its own account or for the account of investors of the type listed in Section 15A(b) of the Securities Law 1968; |
(e) | a company that is licensed as an investment advisor, as such term is defined in Section 7(c) of the Law for the Regulation of Investment Advisors and Portfolio Managers, 5755-1995, acting on its own account; |
(f) | a company that is a member of the Tel Aviv Stock Exchange, acting on its own account or for the account of investors of the type listed in Section 15A(b) of the Securities Law 1968; |
(g) | an underwriter fulfilling the conditions of Section 56(c) of the Securities Law, 5728-1968; |
(h) | a venture capital fund (defined as an entity primarily involved in investments in companies which, at the time of investment, (i) are primarily engaged in research and development or manufacture of new technological products or processes and (ii) involve above-average risk); |
(i) | an entity primarily engaged in capital markets activities in which all of the equity owners meet one or more of the above criteria; and |
(j) | an entity, other than an entity formed for the purpose of purchasing securities in this offering, in which the shareholders equity (including pursuant to foreign accounting rules, international accounting regulations and U.S. generally accepted accounting rules, as defined in the Securities Law Regulations (Preparation of Annual Financial Statements), 1993) is in excess of NIS 250 million. |
(a) | by an investment firm, bank or intermediary permitted to conduct such activities in Italy in accordance with Legislative Decree No. 58 of 24 February 1998 and Legislative Decree No. 385 of 1 September 1993 (the “Banking Act”); |
(b) | in compliance with Article 129 of the Banking Act and the implementing guidelines of the Bank of Italy; and |
(c) | in compliance with any other applicable laws and regulations and other possible requirements or limitations which may be imposed by Italian authorities. |
• | our Annual Report on Form 10-K for the fiscal year ended December 31, 2019, filed with the SEC on March 16, 2020; |
• | our Quarterly |
• | our Definitive Proxy Statement on Schedule 14A, filed with the SEC on March 27, 2020; and |
• | our Current Reports on Form 8-K filed with the SEC on March 10, 2020, May 8, 2020 and June 24, 2020. |
Item 13. | Other Expenses of Issuance and Distribution. |
SEC registration fee | | | $ |
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Subscription agent fees and expenses | | | |
Information agent fees and expenses | | | |
Warrant agent fees and expenses | | | |
Printing and engraving expenses | | | |
Legal fees and expenses | | | |
Accounting fees and expenses | | | |
Miscellaneous fees and expenses | | | |
Total | | |
Item 14. | Indemnification of Directors and Officers. |
(1) | by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to the proceeding; or |
(2) | if such a quorum is not obtainable, or if obtainable and a majority vote of a quorum of disinterested directors so directs, by independent legal counsel in a written opinion; or |
(3) | by the shareholders. |
Item 15. | Recent Sales of Unregistered Securities. |
Item 16. | Exhibits and Consolidated Financial Statement Schedules. |
Exhibit | | | Description |
| | Form of Dealer-Manager Agreement to be entered into by Ampco-Pittsburgh Corporation and Advisory Group Equity Services, Ltd. d/b/a RHK Capital | |
| | Share Sale and Purchase Agreement, dated December 2, 2015, by and between, inter alia, Åkers Holdings AB and Ampco-Pittsburgh Corporation, incorporated by reference to Current Report on Form 8-K filed on December 8, 2015 | |
| | Addendum to Share Sale and Purchase Agreement, dated March 1, 2016, among Ampco-Pittsburgh Corporation, Ampco UES Sub, Inc., Altor Fund II GP Limited, and Åkers Holding AB, incorporated by reference to Current Report on Form 8-K filed on March 7, 2016 | |
| | Second Addendum to Share Sale and Purchase Agreement, dated March 3, 2016, among Ampco-Pittsburgh Corporation, Ampco UES Sub, Inc., Altor Fund II GP Limited, and Åkers Holding AB, incorporated by reference to Current Report on Form 8-K filed on March 7, 2016 | |
| | Purchase Agreement, dated November 1, 2016, by and among Ampco UES Sub, Inc., ASW Steel Inc., CK Pearl Fund, Ltd., CK Pearl Fund LP, and White Oak Strategic Master Fund, L.P., incorporated by reference to Current Report on Form 8-K filed on November 4, 2016 | |
| | Purchase Agreement, dated September 30, 2019, by and among Ampco UES Sub, Inc., ASW Steel Inc., Valbruna Canada Ltd. and Ampco-Pittsburgh Corporation, incorporated by reference to Current Report on Form 8-K filed on October 3, 2019 | |
| | 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 | |
| | Amended and Restated By-laws, incorporated by reference to Current Report on Form 8-K filed on December 23, 2015 | |
| | Amendment of Restated Article of Incorporation, effective as of May 9, 2019, incorporated by reference to Quarterly Report on Form 10-Q filed on May 10, 2019 | |
4.1 | | | |
| | Form of Common Stock Certificate, incorporated by reference to Registration Statement on Form S-3 filed on January 19, 2018 | |
| | Form of Non-Transferable Subscription Rights Certificate | |
| | Form of Series A Warrant Certificate | |
| | Form of Warrant Agreement between Ampco-Pittsburgh Corporation and Broadridge Corporate Issuer Solutions, Inc. with respect to Series A Warrants | |
| | Opinion of Cozen O’Connor P.C., regarding the legality of the securities being registered hereunder | |
| | Tax opinion of Cozen O’Connor P.C. | |
| | Shareholder Support Agreement, dated March 3, 2016, by and between Ampco-Pittsburgh Corporation and Altor Fund II GP Limited, incorporated by reference to Current Report on Form 8-K filed on March 7, 2016 | |
| | 1988 Supplemental Executive Retirement Plan, as amended and restated December 17, 2008, and further amended on July 1, 2015, incorporated by reference to Annual Report on Form 10-K filed on March 13, 2009, and Quarterly Report on Form 10-Q filed on August 10, 2015 | |
| | Amendment No. 1 to the 1988 Supplemental Executive Retirement Plan, as amended and restated December 17, 2008, incorporated by reference to Quarterly Report on Form 10-Q filed on August 10, 2015 | |
| | Ampco-Pittsburgh Corporation 2008 Omnibus Incentive Plan, incorporated by reference to the Definitive Proxy Statement for the 2008 Annual Meeting of Shareholders filed on March 10, 2008 | |
| | Ampco-Pittsburgh Corporation 2011 Omnibus Incentive Plan, incorporated by reference to the Definitive Proxy Statement for the 2011 Annual Meeting of Shareholders filed on March 22, 2011 | |
| | Ampco-Pittsburgh Corporation 2016 Omnibus Incentive Plan, incorporated by supplement to the Definitive Proxy Statement for the 2016 Annual Meeting of Shareholders filed on March 25, 2016 |
Exhibit | | | Description |
| | Amended and Restated Change in Control Agreement between Ampco-Pittsburgh Corporation and Rose Hoover, dated November 4, 2015, incorporated by reference to Quarterly Report on Form 10-Q filed on November 6, 2015 | |
| | Amended and Restated Change in Control Agreement between Ampco-Pittsburgh Corporation and Dee Ann Johnson, dated November 4, 2015, incorporated by reference to Quarterly Report on Form 10-Q filed on November 6, 2015 | |
| | Amended and Restated Change in Control Agreement among Ampco-Pittsburgh Corporation, Air & Liquid Systems Corporation, and Terrence W. Kenny, dated November 4, 2015, incorporated by reference to Quarterly Report on Form 10-Q filed on November 6, 2015 | |
| | Change in Control Agreement between Ampco-Pittsburgh Corporation and Michael G. McAuley, dated April 25, 2016, incorporated by reference to Current Report on Form 8-K filed on April 25, 2016 | |
| | Amendment No. 1 to Amended and Restated Union Electric Steel Corporation Retirement Restoration Plan for Robert G. Carothers, effective as of July 1, 2015, incorporated by reference to Quarterly Report on Form 10-Q filed on August 10, 2015 | |
| | Retirement and Consulting Agreement, effective as of May 1, 2016, by and between Union Electric Steel Corporation and Robert G. Carothers, incorporated by reference to Current Report on Form 8-K filed on May 3, 2016 | |
| | Revolving Credit and Security Agreement, effective as of May 20, 2016, among Ampco-Pittsburgh Corporation and PNC Bank, National Association, as administrative agent, and certain lenders, the guarantors, and the other agents party thereto, incorporated by reference to Current Report on Form 8-K filed on May 24, 2016 | |
| | First Amendment to Revolving Credit and Security Agreement, dated October 31, 2016, by and among Ampco-Pittsburgh Corporation and PNC Bank, National Association, as administrative agent, and certain lenders, the guarantors, and the other agents party thereto, incorporated by reference to Current Report on Form 8-K filed on November 4, 2016 | |
| | Second Amendment to Revolving Credit and Security Agreement, dated March 2, 2017, by and among Ampco-Pittsburgh Corporation and PNC Bank, National Association, as administrative agent, and certain lenders, the guarantors, and the other agents party thereto, incorporated by reference to Current Report on Form 8-K filed on March 7, 2017 | |
| | Consent, Release and Amendment, dated September 30, 2019, by and among Ampco-Pittsburgh Corporation and PNC Bank, National Association, as administrative agent, and certain borrowers, guarantors and the other agents party thereto, incorporated by reference to Current Report on Form 8-K filed on October 3, 2019 | |
| | Form of Notice of Grant of Restricted Stock Unit Award (Time-Vesting), incorporated by reference to Annual Report on Form 10-K filed on March 16, 2017 | |
| | Form of Notice of Grant of Restricted Stock Unit Award (Performance-Vesting), incorporated by reference to Annual Report on Form 10-K filed on March 16, 2017 | |
| | Amendment No. 1 to Retirement and Consulting Agreement by and between Union Electric Steel Corporation and Robert G. Carothers, effective as of June 1, 2017, incorporated by reference to Quarterly Report on Form 10-Q filed on August 9, 2017 | |
| | Change in Control Agreement between Ampco-Pittsburgh Corporation and J. Brett McBrayer, dated July 1, 2018, incorporated by reference to Amendment No. 1 to Quarterly Report on Form 10-Q filed on August 17, 2018 | |
| | Offer Letter between Ampco-Pittsburgh Corporation and J. Brett McBrayer, dated June 16, 2018, incorporated by reference to Amendment No. 1 to Quarterly Report on Form 10-Q/A filed on August 17, 2018 | |
| | Ampco-Pittsburgh Corporation Executive Severance Plan, effective June 21, 2018, incorporated by reference to Current Report on Form 8-K filed on June 27, 2018 | |
| | Master Lease Agreement between Union Electric Steel Corporation and Store Capital Acquisitions, LLC, dated September 28, 2018, incorporated by reference to Quarterly Report on Form 10-Q filed on November 9, 2018 |
Exhibit | | | Description |
| | Unconditional Guaranty of Payment and Performance between Ampco-Pittsburgh Corporation and Store Capital Acquisitions, LLC, dated September 28, 2018, incorporated by reference to Quarterly Report on Form 10-Q filed on November 9, 2018 | |
| | Third Amendment to the Revolving Credit and Security Agreement, dated September 28, 2018, by and among Ampco-Pittsburgh Corporation and PNC Bank, National Association, as administrative agent, and certain lenders, guarantors and other agents party thereto, incorporated by reference to Quarterly Report on Form 10-Q filed on November 9, 2018 | |
| | Amendment No. 2 to Retirement and Consulting Agreement by and between Union Electric Steel Corporation and Robert G. Carothers, effective as of January 1, 2019, incorporated by reference to Annual Report on Form 10-K filed on March 18, 2019 | |
| | Change in Control Agreement, among Ampco-Pittsburgh Corporation, Union Electric Steel Corporation and Samuel C. Lyon, dated as of March 6, 2019, incorporated by reference to Annual Report on Form 10-K filed on March 18, 2019 | |
| | Amendment to Change in Control Agreement between Ampco-Pittsburgh Corporation and J. Brett McBrayer, dated as of December 20, 2019, incorporated by reference to Annual Report on Form 10-K filed on March 16, 2020 | |
| | Fourth Amendment to the Revolving Credit and Security Agreement, dated June 23, 2020, by and among Ampco-Pittsburgh Corporation and PNC Bank, National Association, as agent for the lenders, and certain lenders, the borrowers, the guarantors and other agents party thereto, incorporated by reference to Current Report on Form 8-K filed on June 24, 2020 | |
| | Significant Subsidiaries, incorporated by reference to Annual Report on Form 10-K filed on March 16, 2020 | |
| | Consent of Deloitte & Touche LLP | |
23.2x | | | |
| | Consent of Nathan Associates Inc. | |
| | Power of Attorney (set forth on the signature page of this Registration Statement) | |
| | Form of Instructions as to Use of Non-Transferable Subscription Rights Certificates | |
| | Form of Letter to Shareholders who are Record Holders | |
| | Form of Letter to Brokers and Other Nominee Holders | |
| | Form of Broker Letter to Clients Who are Beneficial Holders | |
| | Form of Beneficial Owner Election Form | |
| | Form of Nominee Holder Certification | |
| | Form of Notice of Guaranteed Delivery | |
| | Form of Notice of Important Tax Information |
+ | Indicates management contract or compensatory plan. |
x | Previously filed. |
(b) | Consolidated Financial Statement Schedules |
Item 17. | Undertakings. |
(a) | The undersigned registrant hereby undertakes: |
(1) | To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
(i) | To include any prospectus required by Section 10(a)(3) of the Securities Act; |
(ii) | To reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth |
(iii) | To include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in this registration statement; |
(2) | That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
(3) | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
(4) | That, for the purpose of determining liability under the Securities Act to any purchaser: |
(i) | Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and |
(ii) | Each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use. |
(5) | That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities, in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: |
(i) | any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; |
(ii) | any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; |
(iii) | the portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and |
(iv) | any other communication that is an offer in the offering made by the undersigned registrant to the purchaser. |
(b) | The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
(c) | Insofar as indemnification for liabilities arising under the Securities Act, as amended, may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. The undersigned registrant hereby undertakes to file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act (“Act”) in accordance with the rules and regulations prescribed by the Commission under Section 305(b)(2) of the Act. |
(d) | The undersigned registrant hereby undertakes that: |
(i) | For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(I) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective; and |
(ii) | For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
| | AMPCO-PITTSBURGH CORPORATION | ||||
| | |||||
| | By: | | | /s/ J. Brett McBrayer | |
| | | | J. Brett McBrayer | ||
| | | | Chief Executive Officer |
Signature | | | Title |
| | ||
/s/ J. Brett McBrayer | | | Chief Executive Officer and Director (Principal Executive Officer) |
J. Brett McBrayer | | ||
| | ||
/s/ Michael G. McAuley | | | Chief Financial Officer, Vice President and Treasurer (Principal Financial Officer and Principal Accounting Officer) |
Michael G. McAuley | | ||
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* | | | |
James J. Abel | | | Director |
| | ||
* | | | |
Terry L. Dunlap | | | Director |
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* | | | |
Michael I. German | | | Director |
| | ||
* | | | |
William K. Lieberman | | | Director |
| | ||
* | | | |
Stephen E. Paul | | | Director |
| | ||
* | | | |
Carl H. Pforzheimer, III | | | Director |
| | ||
* | | | |
Elizabeth A. Fessenden | | | Director |
* By: | | | /s/ J. Brett McBrayer | | | |
| | J. Brett McBrayer Attorney-in-fact | | |