the shares of each series, including: dividend rates; conversion rights; voting rights; terms of redemption and liquidation preferences; redemption prices; and the number of shares constituting each series.
General
Any public offering price and any discounts, commissions, concessions or other items constituting compensation allowed or reallowed or paid to underwriters, dealers, agents, or remarketing firms may be changed from time to time. Underwriters, dealers, agents, and remarketing firms that participate in the distribution of the offered securities may be “underwriters” as defined in the Securities Act. Any discounts or commissions they receive from us and any profits they receive on the resale of the offered securities may be treated as underwriting discounts and commissions under the Securities Act. We will identify any underwriters, agents, or dealers and describe their commissions, fees or discounts in the applicable prospectus supplement or pricing supplement, as the case may be.
Underwriters and Agents
If underwriters are used in a sale, they will acquire the offered securities for their own account. The underwriters may resell the offered securities in one or more transactions, including negotiated transactions. These sales may be made at a fixed public offering price or prices, which may be changed, at market prices prevailing at the time of the sale, at prices related to such prevailing market price or at negotiated prices. We may offer the securities to the public through an underwriting syndicate or through a single underwriter. The underwriters in any particular offering will be mentioned in the applicable prospectus supplement or pricing supplement, as the case may be.
Unless otherwise specified in connection with any particular offering of securities, the obligations of the underwriters to purchase the offered securities will be subject to certain conditions contained in an underwriting agreement that we will enter into with the underwriters at the time of the sale to them. The underwriters will be obligated to purchase all of the securities of the series offered if any of the securities are purchased, unless otherwise specified in connection with any particular offering of securities. Any initial offering price and any discounts or concessions allowed, reallowed or paid to dealers may be changed from time to time.
We may designate agents to sell the offered securities. Unless otherwise specified in connection with any particular offering of securities, the agents will agree to use their best efforts to solicit purchases for the period of their appointment. We may also sell the offered securities to one or more remarketing firms, acting as principals for their own accounts or as agents for us. These firms will remarket the offered securities upon purchasing them in accordance with a redemption or repayment pursuant to the terms of the offered securities. A prospectus supplement or pricing supplement, as the case may be, will identify any remarketing firm and will describe the terms of its agreement, if any, with us and its compensation.
In connection with offerings made through underwriters or agents, we may enter into agreements with such underwriters or agents pursuant to which we receive our outstanding securities in consideration for the securities being offered to the public for cash. In connection with these arrangements, the underwriters or agents may also sell securities covered by this prospectus to hedge their positions in these outstanding securities, including in short sale transactions. If so, the underwriters or agents may use the securities received from us under these arrangements to close out any related open borrowings of securities.
Dealers
We may sell the offered securities to dealers as principals. We may negotiate and pay dealers’ commissions, discounts, or concessions for their services. The dealer may then resell such securities to the public either at varying prices to be determined by the dealer or at a fixed offering price agreed to with us at the time of resale. Dealers engaged by us may allow other dealers to participate in resales.
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Direct Sales
We may choose to sell the offered securities directly. In this case, no underwriters or agents would be involved.
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Institutional Purchasers
We may authorize agents, dealers, or underwriters to solicit certain institutional investors to purchase offered securities on a delayed delivery basis pursuant to delayed delivery contracts providing for payment and delivery on a specified future date. The applicable prospectus supplement or pricing supplement, as the case may be, will provide the details of any such arrangement, including the offering price and commissions payable on the solicitations.
We will enter into such delayed contracts only with institutional purchasers that we approve. These institutions may include commercial and savings banks, insurance companies, pension funds, investment companies, and educational and charitable institutions.
Indemnification; Other Relationships
We may have agreements with agents, underwriters, dealers, and remarketing firms to indemnify them against certain civil liabilities, including liabilities under the Securities Act. Agents, underwriters, dealers, and remarketing firms, and their affiliates, may engage in transactions with, or perform services for, us in the ordinary course of business. This includes commercial banking and investment banking transactions.
Market-Making, Stabilization and Other Transactions
There is currently no market for any of the offered securities, other than the common stock which is listed on The NASDAQ Global Market. If the offered securities are traded after their initial issuance, they may trade at a discount from their initial offering price, depending upon prevailing interest rates, the market for similar securities, and other factors. While it is possible that an underwriter could inform us that it intends to make a market in the offered securities, such underwriter would not be obligated to do so, and any such market-making could be discontinued at any time without notice. Therefore, no assurance can be given as to whether an active trading market will develop for the offered securities. We have no current plans for listing of the preferred stock, depository shares, debt securities, warrants, purchase contracts, or units on any securities exchange or on the National Association of Securities Dealers, Inc. automated quotation system; any such listing with respect to any particular preferred stock, depository shares, debt securities, warrants, purchase contracts, or units will be described in the applicable prospectus supplement or pricing supplement, as the case may be.
In connection with any offering of common stock, the underwriters may purchase and sell shares of common stock in the open market. These transactions may include short sales, syndicate covering transactions and stabilizing transactions. Short sales involve syndicate sales of common stock in excess of the number of shares to be purchased by the underwriters in the offering, which creates a syndicate short position. “Covered” short sales are sales of shares made in an amount up to the number of shares represented by the underwriters’ over-allotment option. In determining the source of shares to close out the covered syndicate short position, the underwriters will consider, among other things, the price of shares available for purchase in the open market as compared to the price at which they may purchase shares through the over-allotment option. Transactions to close out the covered syndicate short involve either purchases of the common stock in the open market after the distribution has been completed or the exercise of the over-allotment option. The underwriters may also make “naked” short sales of shares in excess of the over-allotment option. The underwriters must close out any naked short position by purchasing shares of common stock in the open market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the shares in the open market after pricing that could adversely affect investors who purchase in the offering. Stabilizing transactions consist of bids for or purchases of shares in the open market while the offering is in progress for the purpose of pegging, fixing or maintaining the price of the securities.
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In connection with any offering, the underwriters may also engage in penalty bids. Penalty bids permit the underwriters to reclaim a selling concession from a syndicate member when the securities originally sold by the syndicate member are purchased in a syndicate covering transaction to cover syndicate short positions. Stabilizing transactions, syndicate covering transactions and penalty bids may cause the price of the securities
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to be higher than it would be in the absence of the transactions. The underwriters may, if they commence these transactions, discontinue them at any time.
Fees and Commissions
In compliance with the guidelines of the Financial Industry Regulatory Authority (the “FINRA”), the aggregate maximum discount, commission or agency fees or other items constituting underwriting compensation to be received by any FINRA member or independent broker-dealer will not exceed 8% of any offering pursuant to this prospectus and any applicable prospectus supplement or pricing supplement, as the case may be.
If more than 10% of the net proceeds of any offering of securities made under this prospectus will be received by FINRA members participating in the offering or affiliates or associated persons of such FINRA members, the offering will be conducted in accordance with FINRA Conduct Rule 2710(h).
LEGAL MATTERS
The validity of the securities in respect of which this prospectus is being delivered will be passed on for us by Holland & Knight LLP, Miami, Florida. The validity of the securities offered by this prospectus will be passed upon for any underwriters or agents by counsel named in the applicable prospectus supplement. The opinions of Holland & Knight LLP and counsel for any underwriters or agents may be conditioned upon and may be subject to assumptions regarding future action required to be taken by us and any underwriters, dealers or agents in connection with the issuance of any securities. The opinions of Holland & Knight LLP and counsel for any underwriters or agents may be subject to other conditions and assumptions, as indicated in the prospectus supplementand/or other offering materials.
EXPERTS
Ernst & Young LLP, independent registered public accounting firm, has audited our consolidated financial statements andincluded in our November 4, 2009 Current Report onForm 8-K, our financial statement schedules included in our Annual Report onForm 10-K for the year ended December 31, 2008 and the effectiveness of our internal control over financial reporting as of December 31, 2008, as set forth in their reports, which are incorporated by reference in this prospectus and elsewhere in the registration statement. Our financial statements and schedules are incorporated by reference in reliance on Ernst & Young LLP’s reports, given on their authority as experts in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements and other information with the SEC under the Exchange Act. You may read and copy this information at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of the SEC’s Public Reference Room by calling the SEC at1-800-SEC-0330. The SEC also maintains an Internet website that contains reports, proxy statements and other information about issuers, including Altra Holdings, who file electronically with the SEC. The address of the website ishttp://www.sec.gov.
We have filed with the SEC a registration statement (which term includes all amendments, exhibits, and schedules thereto) onForm S-3 under the Securities Act with respect to the securities offered by this prospectus. This prospectus is a part of the registration statement. This prospectus does not contain all the information set forth in the registration statement because certain information has been incorporated into the registration statement by reference in accordance with the rules and regulations of the SEC. Please review the documents incorporated by reference for a more complete description of the matters to which such documents
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relate. The registration statement may be inspected at the public reference facilities maintained by the SEC at 100 F Street NE, Washington, D.C. 20549 and is available to you on the SEC’s web site.
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allows us to “incorporate by reference” information into this document. This means that we can disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is considered to be a part of this document, except for any information superseded by information that is included directly in this document or incorporated by reference subsequent to the date of this document.
This prospectus incorporates by reference the documents listed below, shall be deemed to incorporate by reference all filings filed by us pursuant to the Exchange Act after the date of the initial registration statement and prior to effectiveness of the registration statement, and incorporates by reference any future filings that we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (other than information in the documents or filings that is deemed to have been furnished and not filed), until all the securities offered under this prospectus are sold; provided, however, that we are not incorporating any information furnished under Item 2.02 or Item 7.01 of any current report onForm 8-K:
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| • | Annual Report onForm 10-K for the fiscal year ended December 31, 2008 filed on March 6, 2009; |
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| • | Quarterly Reports onForm 10-Q for the quarter ended March 28, 2009 filed on May 5, 2009, and for the quarter ended June 27, 2009 filed on August 4, 2009, and for the quarter ended September 26, 2009 filed on November 4, 2009; |
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| • | Current Reports onForm 8-K filed on February 9, 2009, March 6, 2009, and March 23, 2009, November 4, 2009, November 12, 2009, November 19, 2009, and December 2, 2009; |
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| • | Proxy Statement on Schedule 14A (those portions incorporated by reference into Altra Holdings’Form 10-K only) filed on April 3, 2009 and additional information on Schedule 14A filed on April 24, 2009; and |
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| • | the description of our common stock contained in our registration statement onForm S-1 (FileNo. 333-137660),8-A, filed on September 29,December 12, 2006, including any amendments or reports filed for the purpose of updating the description. |
Any statement contained in a document we incorporate by reference will be modified or superseded for all purposes to the extent that a statement contained in this prospectus (or in any other document that is subsequently filed with the SEC and incorporated by reference) modifies or is contrary to that previous statement. Any statement so modified or superseded will not be deemed a part of this prospectus except as so modified or superseded.
Documents incorporated by reference are available from the SEC as described above or from Altra Holdings without charge, excluding any exhibits to those documents unless the exhibit is specifically incorporated by reference as an exhibit in this document. You can obtain documents incorporated by reference in this prospectus by requesting them in writing or by telephone at the following address:
Altra Holdings, Inc.
300 Granite Street
Suite 201
Braintree, Massachusetts 02184
(781) 917-0600
Attention: Investor Relations
You can also find the above-referenced filings on our website at www.altramotion.com. Except as provided above, no other information, including information on our internet site, is incorporated by reference in this prospectus.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
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Item 14. | Other expenses of issuance and distribution |
The following table sets forth the costs and expenses to be borne by the Registrant in connection with the offerings described in this Registration Statement.
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SEC registration fee | | $ | 16,740 | |
Nasdaq filing fee | | | * | |
Transfer agent and trustee fees and expenses | | | * | |
Printing | | | * | |
Accounting fees and expenses | | | * | |
Legal fees and expenses | | | * | |
Rating agency fees | | | * | |
Miscellaneous | | | * | |
| | | | |
Total | | $ | * | |
| | | | |
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Item 15. | Indemnification of directors and officers |
The following is a summary of the statutes, certificate of incorporation, and bylaw provisions or other arrangements under which the registrant’s directors and officers are insured or indemnified against liability in their capacities as such. All the directors and officers of the registrants are covered by insurance policies maintained and held in effect by Altra Holdings against certain liabilities for actions taken in their capacities as such, including liabilities under the Securities Act of 1933, as amended.
Section 145 of Delaware General Corporation Law.
Altra Holdings is incorporated under the laws of the State of Delaware. Section 145 of the Delaware General Corporation Law, or DGCL, provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit, or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful.
Section 145 also provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the
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adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery of Delaware or such other court shall deem proper.
To the extent that a present or former director or officer of a corporation has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to above, or in defense of any claim, issue, or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith; provided that indemnification provided for by Section 145 or granted pursuant thereto shall not be deemed exclusive of any other rights to which the indemnified party may be entitled; and a Delaware corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity or arising out of such person’s status as such whether or not the corporation would have the power to indemnify such person against such liabilities under Section 145.
Certificate of Incorporation Provisions on Indemnification.
Altra Holdings’ Second Amended and Restated Certificate of Incorporation provides that a director of the Company shall not be personally liable to either the Company or any of its stockholders for monetary damages for a breach of fiduciary duty except for: (i) breaches of the duty of loyalty to the corporation or its stockholders; (ii) acts or omissions not in good faith or involving intentional misconduct or knowing violation of the law; (iii) as required by Section 174 of the DGCL; or (iv) a transaction resulting in an improper personal benefit. In addition the corporation has the power to indemnify any person serving as a director, officer or agent of the corporation to the fullest extent permitted by law.
Bylaws Provisions on Indemnification.
Altra Holding’s Second Amended and Restated Bylaws provide generally that the Company has the power to indemnify its directors, officers, employees, and agents who are or were a party, or threatened to be made a party, to any threatened, pending, or contemplated action, suit or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of the corporation), by reason of the fact that such person is or was the director, officer, employee, or agent of the corporation, or is or was serving in such a position at its request of any other corporation, partnership, joint venture, trust, or other enterprise.
Other Provisions on Indemnification.
The Company is also a party to indemnification agreements with each of the Company’s directors and certain officers of Company, including, Michael L. Hurt, Carl R. Christenson, Christian Storch, Craig Schuele, Todd B. Patriacca and Glenn E. Deegan. Consistent with the Company’s bylaws, the indemnification agreements require the Company, among other things, to (i) maintain directors’ and officers’ liability insurance for each indemnitee, and (ii) indemnify each indemnitee to the fullest extent permitted by law for certain expenses incurred in a proceeding arising out of indemnitee’s service to the Company or its subsidiaries. The indemnification agreements also provide for the advancement of such expenses to the indemnitee by the Company.
The above discussion of the certificate of incorporation and bylaws of the registrant and the indemnification agreements is not intended to be exhaustive and is qualified in its entirety by such certificate of incorporation, bylaws, and indemnification agreements.
The exhibits listed in the accompanying Exhibit Index are filed or incorporated by reference as part of this Registration Statement.
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(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 of 1933;
(ii) To reflect in the prospectus any facts or events arising after the effective date of the 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 in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;
(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
provided, however,that paragraphs (i), (ii) and (iii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.
(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered herein, 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 of 1933 to any purchaser:
(A) 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
(B) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; 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 effective date, supersede or modify any statement that
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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 effective date.
(5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities:
The undersigned Registrant undertakes that 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 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 in accordance with the rules and regulations prescribed by the SEC under Section 305(b)(2) of the Trust Indenture Act.
(c) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) 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.
(d) Insofar as indemnification for liabilities arising under the Securities Act of 1933 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.
(e) The undersigned registrant hereby undertakes that:
(1) 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)(1) 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.
(2) 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant, Altra Holdings, Inc., and the co-registrant, Altra Industrial Motion, Inc., certify that they have reasonable grounds to believe that they meet all of the requirements for filing onForm S-3 and have duly caused this Registration Statement to be signed on their behalf by the undersigned, thereunto duly authorized, in the Town of Braintree, Massachusetts, on October 15,December 7, 2009.
ALTRA HOLDINGS, INC.
ALTRA INDUSTRIAL MOTION, INC.
By: Carl R. Christenson
| | |
| Title: | President and Chief Executive Officer |
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Carl R. Christenson and Christian Storch, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any related registration statement filed pursuant to Rules 413 or 462 under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the SEC, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.
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.
| | | | | | |
| | | | |
/s/ Carl R. Christenson Carl R. Christenson | | President and Chief Executive Officer and Director | | October 15,December 7, 2009 Date |
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/s/ Christian Storch*
Christian Storch | | Vice President, Chief Financial Officer and Treasurer | | October 15,December 7, 2009 Date |
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/s/ Todd B. Patriacca*
Todd B. Patriacca | | Vice President Finance, Corporate Controller and Assistant Treasurer | | October 15,December 7, 2009 Date |
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/s/ Michael J. Hurt P.E.*
Michael J. Hurt P.E. | | Executive Chairman | | October 14,December 7, 2009 Date |
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/s/ Edmund M. Carpenter*
Edmund M. Carpenter | | Director | | October 15,December 7, 2009 Date |
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/s/ Lyle G. Ganske*
Lyle G. Ganske | | Director | | October 14, 2009
Date |
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| | | | | | |
| | | | |
/s/ Michael S. Lipscomb
Michael S. Lipscomb | | Director | | October 14,December 7, 2009 Date |
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/s/ Larry McPherson*
Larry McPherson Michael S. Lipscomb | | Director | | October 13,December 7, 2009 Date |
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*
/s/ James H. Woodward Jr. Larry McPherson | | Director | | December 7, 2009 Date |
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* James H. Woodward Jr. | | Director | | October 15,December 7, 2009 Date |
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*By: | | /s/ Carl R. Christenson Carl R. Christenson Attorney-in-Fact | | | | |
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, each of the registrants, as listed on the attached Schedule A, certify that they have reasonable grounds to believe that they meet all of the requirements for filing onForm S-3 and have duly caused this Registration Statement to be signed on their behalf by the undersigned, thereunto duly authorized, in the Town of Braintree, Massachusetts, on October 15,December 7, 2009.
On behalf of each Registrant listed on Schedule A hereto.
By: Carl R. Christenson
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Carl R. Christenson and Christian Storch, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any related registration statement filed pursuant to Rules 413 or 462 under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the SEC, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.
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.
| | | | | | |
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/s/ Carl R. Christenson Carl R. Christenson | | President and Director | | October 15,December 7, 2009 Date |
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/s/ Christian Storch*
Christian Storch | | Chief Financial Officer, Treasurer and Director | | October 15,December 7, 2009 Date |
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/s/ Glenn Deegan*
Glenn Deegan | | Director | | October 15,December 7, 2009 Date |
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*By: | | /s/ Carl R. Christenson Carl R. Christenson Attorney-in-Fact | | | | |
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, each of the registrants, as listed on the attached Schedule B, certify that they have reasonable grounds to believe that they meet all of the requirements for filing onForm S-3 and have duly caused this Registration Statement to be signed on their behalf by the undersigned, thereunto duly authorized, in the Town of Braintree, Massachusetts, on October 15,December 7, 2009.
On behalf of each Registrant listed on Schedule B hereto.
By: Carl R. Christenson
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Carl R. Christenson and Christian Storch, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any related registration statement filed pursuant to Rules 413 or 462 under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the SEC, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.
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.
| | | | | | |
| | | | |
/s/ Carl R. Christenson Carl R. Christenson | | President | | October 15,December 7, 2009 Date |
| | | | |
/s/ Christian Storch*
Christian Storch | | Chief Financial Officer and Treasurer | | October 15,December 7, 2009 Date |
| | | | |
/s/ Carl R. Christenson*
Carl R. Christenson | | President of American Enterprises MPT Corp., as Sole Member | | October 15,December 7, 2009 Date |
| | | | | | |
*By: | | /s/ Carl R. Christenson Carl R. Christenson Attorney-in-Fact | | | | |
II-8II-7
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, each of the registrants, as listed on the attached Schedule C, certify that they have reasonable grounds to believe that they meet all of the requirements for filing onForm S-3 and have duly caused this Registration Statement to be signed on their behalf by the undersigned, thereunto duly authorized, in the Town of Braintree, Massachusetts, on October 15,December 7, 2009.
On behalf of each Registrant listed on Schedule C hereto.
By: Carl R. Christenson
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Carl R. Christenson and Christian Storch, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any related registration statement filed pursuant to Rules 413 or 462 under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the SEC, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.
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.
| | | | | | |
| | | | |
/s/ Carl R. Christenson Carl R. Christenson | | President | | October 15,December 7, 2009 Date |
| | | | |
/s/ Christian Storch*
Christian Storch | | Chief Financial Officer and Treasurer | | October 15,December 7, 2009 Date |
| | | | |
/s/ Carl R. Christenson*
Carl R. Christenson | | Chief Executive Officer and President of Altra Industrial Motion, Inc., as Sole Member | | October 15,December 7, 2009 Date |
| | | | | | |
*By: | | /s/ Carl R. Christenson Carl R. Christenson Attorney-in-Fact | | | | |
II-9II-8
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, each of the registrants, as listed on the attached Schedule D, certify that they have reasonable grounds to believe that they meet all of the requirements for filing onForm S-3 and have duly caused this Registration Statement to be signed on their behalf by the undersigned, thereunto duly authorized, in the Town of Braintree, Massachusetts, on October 15,December 7, 2009.
On behalf of each Registrant listed on Schedule D hereto.
By: Carl R. Christenson
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Carl R. Christenson and Christian Storch, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any related registration statement filed pursuant to Rules 413 or 462 under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the SEC, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.
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.
| | | | | | |
| | | | |
/s/ Carl R. Christenson Carl R. Christenson | | President and Director | | October 15,December 7, 2009 Date |
| | | | |
/s/ Christian Storch*
Christian Storch | | Chief Financial Officer, Treasurer and Director | | October 15,December 7, 2009 Date |
| | | | |
/s/ Edward L. Novotny*
Edward L. Novotny | | Director | | October 15,December 7, 2009 Date |
| | | | | | |
*By: | | /s/ Carl R. Christenson Carl R. Christenson Attorney-in-Fact | | | | |
II-10II-9
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Kilian Manufacturing Corporation, certifies that it has reasonable grounds to believe that it meets all of the requirements for filing onForm S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Braintree, Massachusetts, on October 15,December 7, 2009.
KILIAN MANUFACTURING CORPORATION
By: Carl R. Christenson
| | |
| Title: | Chief Executive Officer |
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Carl R. Christenson and Christian Storch, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any related registration statement filed pursuant to Rules 413 or 462 under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the SEC, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.
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.
| | | | | | |
| | | | |
/s/ Carl R. Christenson Carl R. Christenson | | Chief Executive Officer and Director | | October 15,December 7, 2009 Date |
| | | | |
/s/ William Duff*
William Duff | | President and Director | | October 14,December 7, 2009 Date |
| | | | |
/s/ Christian Storch*
Christian Storch | | Chief Financial Officer, Treasurer and Director | | October 15,December 7, 2009 Date |
II-11
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Plant Engineering Consultants, LLC, certifies that it has reasonable grounds to believe that it meets all of the requirements for filing onForm S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Braintree, Massachusetts, on October 15, 2009.
PLANT ENGINEERING CONSULTANTS, LLC
By: Carl R. Christenson
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Carl R. Christenson and Christian Storch, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any related registration statement filed pursuant to Rules 413 or 462 under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the SEC, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.
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.
| | | | | | |
*By: | | | | |
/s/ Carl R. Christenson Carl R. Christenson | | President | | October 15, 2009
Date |
Attorney-in-Fact | | | | |
|
/s/ Christian Storch
Christian Storch | Chief Financial Officer and Treasurer | | October 15, 2009
Date | | | | | |
/s/ Carl R. Christenson
Carl R. Christenson | | President of TB Wood’s Incorporated, as Sole Member | | October 15, 2009
Date |
II-12II-10
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, TB Wood’s Enterprises, Inc., certifies that it has reasonable grounds to believe that it meets all of the requirements for filing onForm S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Braintree, Massachusetts, on October 15,December 7, 2009.
TB WOOD’S ENTERPRISES, INC.
By: Carl R. Christenson
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Carl R. Christenson and Christian Storch, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any related registration statement filed pursuant to Rules 413 or 462 under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the SEC, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.
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.
| | | | | | |
| | | | |
/s/ Carl R. Christenson Carl R. Christenson | | President | | October 15,December 7, 2009 Date |
| | | | |
/s/ Christian Storch*
Christian Storch | | Chief Financial Officer and Treasurer | | October 15,December 7, 2009 Date |
| | | | |
/s/ Barry Crozier*
Barry Crozier | | Director | | October 15,December 7, 2009 Date |
| | | | |
/s/ Todd Patriacca*
Todd Patriacca | | Director | | October 15,December 7, 2009 Date |
| | | | |
/s/ Glenn Deegan*
Glenn Deegan | | Director | | October 15,December 7, 2009 Date |
| | | | |
/s/ Jonathan Kasdan*
Jonathan Kasdan | | Director | | October 15,December 7, 2009 Date |
| | | | |
/s/ Bob Grenda*
Bob Grenda | | Director | | October 15,December 7, 2009 Date |
| | | | | | |
*By: | | /s/ Carl R. Christenson Carl R. Christenson Attorney-in-Fact | | | | |
II-13II-11
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Inertia Dynamics LLC, certifies that it has reasonable grounds to believe that it meets all of the requirements for filing onForm S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Braintree, Massachusetts, on October 15,December 7, 2009.
INERTIA DYNAMICS LLC
By: Carl R. Christenson
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Carl R. Christenson and Christian Storch, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any related registration statement filed pursuant to Rules 413 or 462 under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the SEC, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.
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.
| | | | | | |
| | | | |
/s/ Carl R. Christenson Carl R. Christenson | | Manager | | October 15,December 7, 2009 Date |
| | | | |
/s/ Christian Storch*
Christian Storch | | Manager | | October 15,December 7, 2009 Date |
| | | | | | |
*By: | | /s/ Carl R. Christenson Carl R. Christenson Attorney-in-Fact | | | | |
II-14II-12
SCHEDULE A
AMERICAN ENTERPRISES MPT CORP.
WARNER ELECTRIC INTERNATIONAL HOLDING, INC
II-13
SCHEDULE B
AMERICAN ENTERPRISES MPT HOLDINGS, LLC
AMERIDRIVES INTERNATIONAL, LLC
NUTTALL GEAR L L C
FORMSPRAG LLC
II-14
SCHEDULE C
BOSTON GEAR LLC
WARNER ELECTRIC LLC
WARNER ELECTRIC TECHNOLOGY LLC
II-15
SCHEDULE B
AMERICAN ENTERPRISES MPT HOLDINGS, LLC
AMERIDRIVES INTERNATIONAL, LLC
NUTTALL GEAR LLC
FORMSPRAG LLC
D
II-16
SCHEDULE C
BOSTON GEAR LLC
WARNER ELECTRIC LLC
WARNER ELECTRIC TECHNOLOGY LLC
II-17
SCHEDULE D
TB WOOD’S CORPORATION
TB WOOD’S INCORPORATED
II-18II-16
EXHIBIT INDEX
| | | | |
Number | | Description |
|
| 1 | .1* | | Form of Underwriting Agreement |
| 3 | .1(1) | | Second Amended and Restated Certificate of Incorporation of the Registrant |
| 3 | .2(8) | | Second Amended and Restated Bylaws of the Registrant |
| 4 | .1(2) | | Indenture, dated as of November 30, 2004, among Altra Industrial Motion, Inc., the Guarantors party thereto and The Bank of New York Trust Company, N.A. as trustee |
| 4 | .2(3) | | First Supplemental Indenture, dated as of February 7, 2006, among Altra Industrial Motion Inc., the guarantors party thereto, and The Bank of New York Trust Company, N.A. as trustee |
| 4 | .3(4) | | Second Supplemental Indenture, dated as of February 8, 2006, among Altra Industrial Motion Inc., the guarantors party thereto, and The Bank of New York Trust Company, N.A. as trustee |
| 4 | .4(3) | | Third Supplemental Indenture, dated as of April 24, 2006, among Altra Industrial Motion Inc., the guarantors party thereto, and The Bank of New York Trust Company, N.A. as trustee |
| 4 | .5(5) | | Fourth Supplemental Indenture, dated as of March 21, 2007, among Altra Industrial Motion, Inc., the guarantors party thereto and The Bank of New York Trust Company, N.A. as trustee |
| 4 | .6(6) | | Fifth Supplemental Indenture, dated as of April 5, 2007, among Altra Industrial Motion, Inc., the guarantors party thereto and The Bank of New York Trust Company, N.A. as trustee |
| 4 | .7(2) | | Form of 9% Senior Secured Notes due 2011 (included in Exhibit 4.1) |
| 4 | .8(2) | | Registration Rights Agreement, dated as of November 30, 2004, among Altra Industrial Motion, Inc., Jefferies & Company, Inc., and the Subsidiary Guarantors party thereto |
| 4 | .9(7) | | Amended and Restated Stockholders Agreement, dated January 6, 2005, among the Registrant and the stockholders listed therein |
| 4 | .10(7) | | First Amendment to the Amended and Restated Stockholders Agreement, dated May 1, 2005, among the Registrant and the stockholders listed therein |
| 4 | .11(1) | | Form of Common Stock Certificate |
| 4 | .12(1) | | Second Amendment to the Amended and Restated Stockholders Agreement among the Registrant and the stockholders listed therein |
| 4 | .13 | | Form of Indenture |
| 4 | .14* | | Form of Debt Securities |
| 4 | .15* | | Form of Warrant |
| 4 | .16* | | Form of Warrant Agreement |
| 4 | .17* | | Form of Purchase Contract |
| 5 | .1 | | Legal Opinion of Holland & Knight LLP |
| 12 | .1 | | Computation of Ratio of Earnings to Fixed Charges |
| 23 | .1 | | Consent of Ernst & Young LLP |
| 23 | .2 | | Consent of Holland & Knight LLP (filed as part of Exhibit 5.1) |
| 24 | .1 | | Power of Attorney (included on the signature page to this Registration Statement) |
| 25 | .1** | | Statement of Eligibility onForm T-1 under the Trust Indenture Act of 1939, as amended, of Trustee under the Indenture |
| | | | |
Number | | Description |
|
| 1 | .1* | | Form of Underwriting Agreement |
| 3 | .1(1) | | Second Amended and Restated Certificate of Incorporation of the Registrant |
| 3 | .2(2) | | Second Amended and Restated Bylaws of the Registrant |
| 4 | .1(1) | | Form of Common Stock Certificate |
| 4 | .2 | | Form of Indenture |
| 4 | .3* | | Form of Debt Securities |
| 4 | .4* | | Form of Warrant |
| 4 | .5* | | Form of Warrant Agreement |
| 4 | .6* | | Form of Purchase Contract |
| 4 | .7* | | Preferred Stock Certificate of Designation |
| 4 | .8* | | Depositary Agreement |
| 4 | .9* | | Form of Depositary Receipt |
| 4 | .10* | | Form of Unit Agreement |
| 4 | .11* | | Form of Unit Certificate |
| 5 | .1 | | Legal Opinion of Holland & Knight LLP |
| 12 | .1 | | Computation of Ratio of Earnings to Fixed Charges |
| 23 | .1 | | Consent of Ernst & Young LLP |
| 23 | .2 | | Consent of Holland & Knight LLP (filed as part of Exhibit 5.1) |
| 24 | .1** | | Power of Attorney |
| 25 | .1*** | | Statement of Eligibility onForm T-1 under the Trust Indenture Act of 1939, as amended, of Trustee under the Indenture |
| | |
* | | To be filed by amendment or as an exhibit to a document to be incorporated or deemed to be incorporated by reference in this Registration Statement. |
| | |
*** | | To be filed pursuant to Section 305(b)(2) of the Trust Indenture Act at the time of an offering of debt securities. |
| | |
(1) | | Incorporated by reference to Altra Holdings, Inc.’s Registration Statement onForm S-1/A (FileNo. 333-137660) filed with the Securities and Exchange Commission on December 4, 2006. |
|
(2) | | Incorporated by reference to Altra Industrial Motion, Inc.’s Registration Statement onForm S-4 (FileNo. 333-124944) filed with the Securities and Exchange Commission on May 16, 2005. |
II-19
| | |
(3) | | Incorporated by reference to Altra Industrial Motion, Inc.’s Annual Report onForm 10-K (File.No. 333-124944) filed with the Securities and Exchange Commission for the fiscal year ended December 31, 2005. |
|
(4) | | Incorporated by reference to Altra Industrial Motion, Inc.’s Current Report onForm 8-K (FileNo. 333-124944) filed with the Securities and Exchange Commission on February 14, 2006. |
|
(5) | | Incorporated by reference to Altra Industrial Motion, Inc.’s Current Report onForm 8-K (FileNo. 333-124944) filed with the Securities and Exchange Commission on March 26, 2007. |
|
(6) | | Incorporated by reference to Altra Industrial Motion, Inc.’s Current Report onForm 8-K (FileNo. 333-124944) filed with the Securities and Exchange Commission on April 11, 2007. |
|
(7) | | Incorporated by reference to Altra Holdings, Inc.’s Registration Statement onForm S-1/A (FileNo. 333-137660) filed with the Securities and Exchange Commission on November 3, 2006. |
|
(8)(2) | | Incorporated by reference to Altra Holdings, Inc.’s Current Report onform 8-K filed on October 27, 2008. |
II-20II-17