Registration No. 333-93765
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
ATCHISON CASTING CORPORATION
(Exact name of registrant as specified in its charter)
Kansas 48-1156578
(State or other jurisdiction of (I.R.S. Employer Identification No.)
organization or incorporation)
400 South Fourth Street
Atchison, Kansas 66002-0188
(Address of principal executive offices) (Zip code)
Atchison Casting Corporation 401(k) Plan, Atchison Casting Corporation Hourly
Employees 401(k) Plan, Empire Steel Castings, Inc. 401(k) Profit Sharing Plan
for Union Employees, Quaker Alloy, Inc. 401(k) Profit Sharing Plan for Union
Employees, Inverness Castings Group, Inc. Hourly Employees Retirement Plan and
Trust, LaGrange Foundry, Inc. 401(k) Savings and Defined Contribution Plan,
PrimeCast 401(k) Savings and Defined Contribution Plan, and
Jahn Foundry Corporate Union 401(k) Plan
(Full title of the Plans)
Hugh H. Aiken
Chairman of the Board, President and Chief Executive Officer
Atchison Casting Corporation
400 South Fourth Street
Atchison, Kansas 66002-0188
(Name and address of agent for service)
(913) 367-2121
(Telephone number, including area code, of agent for service)
EXPLANATORY NOTE
Atchison Casting Corporation (the "Company") originally filed a
Registration Statement on Form S-8, File No. 333-93765, with the Securities
and Exchange Commission on December 29, 1999 (the "Original Form S-8"). The
Original Form S-8 covers an aggregate of 600,000 shares of Common Stock,
par value $0.01 per share, of the Company to be issued under nine separate
benefit plans administered by the Company or its subsidiaries.
This Post-Effective Amendment to the Original Form S-8 is being filed
to reflect the merger of two of those benefit plans, the Atchison Casting
Corporation Savings Plan (the "Savings Plan") and the Atchison Casting
Corporation 401(k) Plan (the "401(k) Plan"). Pursuant to that merger, the
401(k) Plan is the surviving plan. The Savings Plan ceased to exist as of
the date of the merger and the entirety of the 30,000 shares of Company
Common Stock reserved for the Savings Plan under the Original Form S-8
referenced above has been transferred to the 401(k) Plan as a result of the
merger. Corresponding plan interests are also being transferred.
This Post-Effective Amendment to the Original Form S-8 is also being
filed to reflect the assumption of the Jahn Foundry Corporate Union 401(k)
Plan (the "Jahn Plan") by New England Iron, LLC. All 25,000 shares of
Common Stock of the Company, par value $0.01 per share, registered under
the Jahn Plan pursuant to the Original Form S-8 remain unsold and are
hereby deregistered. In addition, all corresponding plan interests
registered under the Jahn Plan pursuant to the Original Form S-8 are hereby
deregistered.
Other than the 401(k) Plan, the Savings Plan and the Jahn Plan, none
of the remaining plans included in the Original Form S-8, nor the shares or
plan interests registered under them, are affected by this Post-Effective
Amendment. The contents of the Original Form S-8, File No. 333-93765, are
incorporated herein by reference.
[THE REMAINDER OF THIS PAGE INTENTIONALLY BLANK]
Signatures
----------
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Atchison, State of Kansas, on January 11, 2002
ATCHISON CASTING CORPORATION
By: /s/ Hugh H. Aiken
------------------------------------------
Hugh H. Aiken, Chairman of the Board,
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, the
undersigned trustees (or other persons who administer the employee benefit
plans) have duly caused this registration statement to be signed on their behalf
by the undersigned, thereunto duly authorized, in the City of Atchison, State of
Kansas, on January 11, 2002.
ATCHISON CASTING CORPORATION 401(k)
PLAN (on behalf of itself and as
successor in interest to the
Atchison Casting Corporation Savings
Plan)
By: Atchison Casting Corporation,
its Plan Administrator
By: /s/ Kevin T. McDermed
-----------------------------------------
Kevin T. McDermed
Vice President, Chief Financial Officer,
Treasurer and Secretary
ATCHISON CASTING CORPORATION HOURLY
EMPLOYEES 401(k) PLAN
By:Atchison Casting Corporation,
its Plan Administrator
By: /s/ Kevin T. McDermed
----------------------------------------
Kevin T. McDermed
Vice President, Chief Financial Officer,
Treasurer and Secretary
EMPIRE STEEL CASTING, INC. 401(k) PROFIT
SHARING PLAN FOR UNION EMPLOYEES
By:Atchison Casting Corporation,
the parent of Empire Steel Castings, Inc.,
its Plan Administrator
By: /s/ Kevin T. McDermed
----------------------------------------
Kevin T. McDermed
Vice President, Chief Financial Officer,
Treasurer and Secretary
QUAKER ALLOY, INC. 401(k) PROFIT SHARING
PLAN FOR UNION EMPLOYEES
By:Atchison Casting Corporation,
the parent of Quaker Alloy, Inc.,
its Plan Administrator
By: /s/ Kevin T. McDermed
----------------------------------------
Kevin T. McDermed
Vice President, Chief Financial Officer,
Treasurer and Secretary
INVERNESS CASTINGS GROUP, INC. HOURLY
EMPLOYEES RETIREMENT PLAN AND TRUST
By:Atchison Casting Corporation,
the parent of Inverness Castings Group, Inc.,
its Plan Administrator
By: /s/ Kevin T. McDermed
----------------------------------------
Kevin T. McDermed
Vice President, Chief Financial Officer,
Treasurer and Secretary
LAGRANGE FOUNDRY, INC. 401(k) SAVINGS AND
DEFINED CONTRIBUTION PLAN
By:Atchison Casting Corporation,
the parent of LaGrange Foundry, Inc.,
its Plan Administrator
By: /s/ Kevin T. McDermed
----------------------------------------
Kevin T. McDermed
Vice President, Chief Financial Officer,
Treasurer and Secretary
PRIMECAST 401(k) SAVINGS AND DEFINED
CONTRIBUTION PLAN
By:Atchison Casting Corporation,
the parent of Kramer International, Inc.,
its Plan Administrator
By: /s/ Kevin T. McDermed
----------------------------------------
Kevin T. McDermed
Vice President, Chief Financial Officer,
Treasurer and Secretary
JAHN FOUNDRY CORPORATE UNION 401(k) PLAN
By:New England Iron, LLC
its Plan Administrator
By: /s/ Keith L. Sterling
----------------------------------------
Keith L. Sterling
Manager
Power of Attorney
-----------------
We, the undersigned directors and officers of Atchison Casting Corporation,
do hereby constitute and appoint Hugh H. Aiken and Kevin T. McDermed, and each
of them, our true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for us and in our name, place and stead, in any
and all capacities, to sign any and all amendments to this registration
statement, and any additional registration statements filed pursuant to Rule
462(b) under the Securities Act of 1933, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, and we do hereby ratify and confirm all that said
attorneys-in-fact and agents, or their 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 date indicated.
Signature and Name Capacity Date
- ------------------ -------- ----
/s/ Hugh H. Aiken Chairman of the Board, January 11, 2002
- ------------------------ President, Chief Executive
Hugh H. Aiken Officer and Director
(Principal Executive Officer)
/s/ Kevin T. McDermed Vice President, January 11, 2002
- ------------------------ Chief Financial Officer,
Kevin T. McDermed Treasurer and Secretary
(Principal Financial Officer and
Principal Accounting Officer)
/s/ David L. Belluck Director January 11, 2002
- -------------------------
David L. Belluck
/s/ Thomas K. Armstrong, Jr. Director January 11, 2002
- -------------------------
Thomas K. Armstrong, Jr.
/s/ Ray H. Witt Director January 11, 2002
- -------------------------
Ray H. Witt
/s/ Stuart Z. Uram Director January 11, 2002
- -------------------------
Stuart Z. Uram
