Registration No. 333-76772
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
(Full title of the Plans)
Thomas K. Armstrong, Jr.
Chairman of the Board 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 covered 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, including the Atchison Casting
Corporation 401(k) Plan (the "401(k) Plan") and the Atchison Casting Corporation
Savings Plan (the "Savings Plan").
On July 17, 2000, the Savings Plan was merged with and into the 401(k)
Plan. In connection with the merger, the Company filed a Registration Statement
on Form S-8, File No. 333-76772, with the Securities and Exchange Commission on
January 15, 2002 (the "Second Form S-8"). The Second Form S-8 registers the
30,000 shares originally reserved under the Savings Plan, plus one additional
share, under the 401(k) Plan.
The Company has terminated the option to invest in shares of Common Stock
of the Company, par value $0.01 per share (the "Common Stock"), under the 401(k)
Plan and certain other benefit plans. 1 While all of the Common Stock registered
under the Second Form S-8 has been issued, this Post-Effective Amendment No. 1
to the Second Form S-8 is being filed to provide notice of the termination of
the option to invest in Common Stock under the 401(k) Plan and to deregister all
unissued 401(k) Plan interests, if any.
This Post-Effective Amendment No. 1 to the Second Form S-8 also is being
filed to revise the agent for service of process from Hugh H. Aiken to Thomas K.
Armstrong, Jr., as indicated on the cover page hereto.
The contents of the Second Form S-8, File No. 333-76772, are incorporated
herein by reference.
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1 270,000 shares of Common Stock of the Company, par value $0.01 per share,
were registered under the 401(k) Plan pursuant to the Original Form S-8. Shares
and plan interests registered under the Atchison 401(k) Plan pursuant to the
Original Form S-8, along with all other registered and unsold shares, are being
deregistered separately through a Post-Effective Amendment No. 2 to the Original
Form S-8.
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 May 31, 2002.
ATCHISON CASTING CORPORATION
By: /s/ Thomas K. Armstrong, Jr.
-----------------------------------------
Thomas K. Armstrong, Jr., Chairman of the
Board and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, the undersigned
trustee (or other person who administers the employee benefit plan) 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 May 31, 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
[THE REMAINDER OF THIS PAGE INTENTIONALLY BLANK]
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Power of Attorney
We, the undersigned directors and officers of Atchison Casting Corporation,
do hereby constitute and appoint Thomas K. Armstrong, Jr. 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/ Thomas K. Armstrong, Jr. Chairman of the Board, May 31, 2002
- --------------------------- Chief Executive
Thomas K. Armstrong, Jr. Officer and Director
(Principal Executive Officer)
/s/ Kevin T. McDermed Vice President, May 31, 2002
- ------------------------ Chief Financial Officer,
Kevin T. McDermed Treasurer and Secretary
(Principal Financial Officer and
Principal Accounting Officer)
/s/ Hugh H. Aiken Director May 31, 2002
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Hugh H. Aiken
/s/ Stuart Z. Uram Director May 31, 2002
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Stuart Z. Uram
/s/ Michael von Braun Nagel Director May 31, 2002
- ---------------------------
Michael von Braun Nagel
/s/ William Bullard Director May 31, 2002
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William Bullard
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EXHIBIT INDEX
Exhibit Number Document Description
24.1 Power of Attorney *
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* Located on the signature page hereto
