Ampco-Pittsburgh (AP) S-8 Registration of securities for employees

As filed with the Securities and Exchange Commission on May 18, 2023

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

AMPCO-PITTSBURGH CORPORATION

(Exact name of registrant as specified in its charter)

Pennsylvania	25-1117717
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
726 Bell Avenue, Suite 301 Carnegie, Pennsylvania	15106
(Address of Principal Executive Offices)	(Zip Code)

AMPCO-PITTSBURGH CORPORATION

2016 OMNIBUS INCENTIVE PLAN

(AS AMENDED AS OF MAY 18, 2023)

(Full title of the plan)

Michael G. McAuley

Senior Vice President, Chief Financial Officer & Treasurer

Ampco-Pittsburgh Corporation

726 Bell Avenue, Suite 301

Carnegie, PA 15106

(Name and address of agent for service)

(412) 456-4418

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

With a copy to:

Jeremiah G. Garvey

Seth Popick

Cozen O’Connor

One Oxford Centre

301 Grant Street, 41st Floor

Pittsburgh, PA 15219

(412) 620-6500

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer		Accelerated filer	
Non-accelerated filer		Smaller reporting company	
		Emerging growth company	

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act 

REGISTRATION OF ADDITIONAL SHARES PURSUANT TO GENERAL INSTRUCTION E

Pursuant to General Instruction E of Form S-8, Ampco-Pittsburgh Corporation(the “Company”) is filing this Registration Statement with the Securities and Exchange Commission (the “SEC”) to register 1,000,000 additional shares of Common Stock, par value $1.00 per share (“Common Stock”) under the Company’s 2016 Omnibus Incentive Plan, as amended and restated. This Registration Statement hereby incorporates by reference the contents of the Company’s registration statements on Form S-8 filed with the SEC on May 9, 2016 and May 13, 2021, (File No. 333-211242 and File No. 333-256094). In accordance with the instructional note to Part I of Form S-8 as promulgated by the SEC, the information specified in the Form S-8 has been omitted from this Registration Statement.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents filed by the Registrant with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act are incorporated by reference into this Registration Statement:

(a)

the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (File No. 001-00898), filed with the Commission on March 21, 2023;

(b)

all other reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) since the end of the fiscal year covered by the Registrant’s Annual Report referred to in (a) above; and

(c)

the description of the Registrant’s Common Stock filed as an exhibit to the Registrant’s Annual Report referred to in (a) above pursuant to Item 601(b)(4)(vi), including all amendments and reports updating such description.

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

Item 8. Exhibits.

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

Exhibit No.	Description
4.1	Restated Articles of Incorporation, effective as of August 11, 2017, incorporated by reference to Quarterly Report on Form 10-Q filed on November 9, 2017.
4.2	Amended and Restated By-laws, effective as of December 14, 2022, incorporated by reference to Annual Report on Form 10-K filed on March 21, 2023.
4.3	Amendment of Amended and Restated Articles of Incorporation, effective as of May 9, 2019, incorporated by reference to Quarterly Report on Form 10-Q filed on May 10, 2019.
4.4	Form of Common Stock Certificate, incorporated by reference to Registration Statement on Form S-3 filed on January 19, 2018.
5.1*	Opinion of Cozen O’Connor
23.1*	Consent of Cozen O’Connor (included in the Opinion filed as Exhibit 5.1).
23.2*	Consent of BDO USA, LLP.
99.1*	Ampco-Pittsburgh Corporation 2016 Omnibus Incentive Plan, as amended and restated.
99.2	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.
99.3	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.
99.4*	Form of Notice of Grant of Restricted Stock Award (Non-employee Directors).
99.5*	Form of Notice of Grant of Restricted Stock Unit Award (Share Price Performance)
107*	Filing Fee Table

* Filed herewith

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Borough of Carnegie, Commonwealth of Pennsylvania, on this 18th day of May, 2023.

Ampco-Pittsburgh Corporation
By:	/s/ J. Brett McBrayer
	Name: J. Brett McBrayer
	Title: Chief Executive Officer

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

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

SIGNATURE	TITLE	DATE
/s/ J. Brett McBrayer J. Brett McBrayer	Chief Executive Officer and Director (Principal Executive Officer)	May 18, 2023
/s/ Michael G. McAuley Michael G. McAuley	Senior Vice President, Chief Financial Officer and Treasurer  (Principal Financial and Accounting Officer)	May 18, 2023
/s/ James J. Abel James J. Abel	Director	May 18, 2023
/s/ Frederick D. DiSanto Frederick D. DiSanto	Director	May 18, 2023
/s/ Robert A. DeMichiei Robert A. DeMichiei	Director	May 18, 2023
/s/ Elizabeth A. Fessenden Elizabeth A. Fessenden	Director	May 18, 2023
/s/ Michael I. German Michael I. German	Director	May 18, 2023
/s/ William K. Lieberman William K. Lieberman	Director	May 18, 2023
/s/ Darrell L. McNair Darrell L. McNair	Director	May 18, 2023
/s/ Laurence E. Paul Laurence E. Paul	Director	May 18, 2023
/s/ Stephen E. Paul Stephen E. Paul	Director	May 18, 2023
/s/ Carl H. Pforzheimer, III	Director	May 18, 2023
Carl H. Pforzheimer, III