Registration No. 333-93765
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 2
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, and
PrimeCast 401(k) Savings and Defined Contribution 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. On March 8, 2002, the Company
filed Post-Effective Amendment No. 1 to the Original Form S-8 (1) to reflect the
merger of two of those benefit plans and (2) to deregister shares and plan
interests originally registered under a third plan in connection with the
assumption of that plan by a third party. Accordingly, the Original Form S-8
currently applies to shares and plan interests issued or to be issued under
seven separate benefit plans: 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, and PrimeCast 401(k) Savings and Defined Contribution
Plan (collectively, the "Plans").
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 all of the
Plans. Accordingly, this Post-Effective Amendment No. 2 to the Original Form S-8
is being filed to deregister some or all remaining shares of Common Stock and
all corresponding Plan interests of the Company previously registered on the
Original Form S-8, as amended, that remain unsold. The deregistration is as
follows:
o Of the 270,000 shares of Common Stock of the Company, par value $0.01
per share, registered under the Atchison Casting Corporation 401(k)
Plan (the "Atchison 401(k) Plan") pursuant to the Original Form S-8,
220,570.7169 shares remain unsold. Accordingly, 220,570.7169 shares of
Common Stock and all corresponding plan interests registered under the
Atchison 401(k) Plan pursuant to the Original Form S-8 are hereby
deregistered.1
o Of the 100,000 shares of Common Stock of the Company, par value $0.01
per share, registered under the Atchison Casting Corporation Hourly
Employees 401(k) Plan (the "Atchison Hourly Plan") pursuant to the
Original Form S-8, 95,715.8496 shares remain unsold. Accordingly,
95,715.8496 shares of Common Stock and all corresponding plan
interests registered under the Atchison Hourly Plan pursuant to the
Original Form S-8 are hereby deregistered.
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1 270,000 shares of Common Stock of the Company, par value $0.01 per share,
were registered under the Atchison 401(k) Plan pursuant to the Original Form
S-8. An additional 30,001 shares of Common Stock of the Company, par value $0.01
per share, were registered under the Atchison 401(k) Plan pursuant to a
Registration Statement on Form S-8, File No. 333-76772, filed with the
Securities and Exchange Commission on January 15, 2002 (the "Second Form S-8").
A separate post-effective amendment will be filed as to the Second Form S-8.
2
o All 25,000 shares of Common Stock of the Company, par value $0.01 per
share, registered under the Empire Steel Castings, Inc. 401(k) Profit
Sharing Plan for Union Employees (the "Empire Plan") pursuant to the
Original Form S-8 remain unsold and are hereby deregistered. In
addition, all corresponding plan interests registered under the Empire
Plan pursuant to the Original Form S-8 are hereby deregistered.
o All 25,000 shares of Common Stock of the Company, par value $0.01 per
share, registered under the Quaker Alloy, Inc. 401(k) Profit Sharing
Plan for Union Employees (the "Quaker Plan") pursuant to the Original
Form S-8 remain unsold and are hereby deregistered. In addition, all
corresponding plan interests registered under the Quaker Plan pursuant
to the Original Form S-8 are hereby deregistered.
o All 45,000 shares of Common Stock of the Company, par value $0.01 per
share, registered under the Inverness Castings Group, Inc. Hourly
Employees Retirement Plan and Trust (the "Inverness Plan") pursuant to
the Original Form S-8 remain unsold and are hereby deregistered. In
addition, all corresponding plan interests registered under the
Inverness Plan pursuant to the Original Form S-8 are hereby
deregistered.
o All 35,000 shares of Common Stock of the Company, par value $0.01 per
share, registered under the LaGrange Foundry, Inc. 401(k) Savings and
Defined Contribution Plan (the "LaGrange Plan") pursuant to the
Original Form S-8 remain unsold and are hereby deregistered. In
addition, all corresponding plan interests registered under the
LaGrange Plan pursuant to the Original Form S-8 are hereby
deregistered.
o All 45,000 shares of Common Stock of the Company, par value $0.01 per
share, registered under the PrimeCast 401(k) Savings and Defined
Contribution Plan (the "PrimeCast Plan") pursuant to the Original Form
S-8 remain unsold and are hereby deregistered. In addition, all
corresponding plan interests registered under the PrimeCast Plan
pursuant to the Original Form S-8 are hereby deregistered.
This Post-Effective Amendment No. 2 to the Original 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 Original Form S-8, File No. 333-93765, as amended, are
incorporated herein by reference.
3
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 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 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
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
4
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
5
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
[The remainder of this page intentionally left blank]
6
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
- ----------------------------
Hugh H. Aiken
/s/ Stuart Z. Uram Director May 31, 2002
- ----------------------------
Stuart Z. Uram
/s/ Michael von Braun Nagel Director May 31, 2002
- ----------------------------
Michael von Braun Nagel
/s/ William Bullard Director May 31, 2002
- ----------------------------
William Bullard
7
EXHIBIT INDEX
Exhibit Number Document Description
24.1 Power of Attorney *
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* Located on the signature page hereto
