SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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AMCAST INDUSTRIAL CORPORATION
(Exact name of registrant as specified in its charter)
Ohio 31-0258080
(State of Incorporation) (I.R.S. Employer Identification No.)
AMCAST INDUSTRIAL CORPORATION
7887 Washington Village Drive
Dayton, Ohio 45459
(Address, including zip code, of
registrant's principal executive offices)
AMCAST INDUSTRIAL CORPORATION
AMENDED AND RESTATED
1999 DIRECTOR STOCK INCENTIVE PLAN
(Full title of the plan)
Denis G. Daly, Esq.
Vice President, General Counsel and Secretary
Amcast Industrial Corporation
7887 Washington Village Drive
Dayton, Ohio 45459
(937) 291-7000
(Name, address and telephone number,
including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Maximum Maximum Amount of
Title of Securities Amount to be Offering Price Aggregate Registration
to be Registered Registered Per Share (1) Offering Price Fee
- --------------------- ------------ -------------- -------------- ------------
Common Shares,
without par value (2) 150,000 $8.625 $1,293,750 (3) $342
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(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) on the basis of the average of the high and low
prices reported on the New York Stock Exchange Composite Tape on April 20,
2000.
(2) There are also being registered hereunder an equal number of Series A
Preferred Share Purchase Rights, which are currently attached to and
transferrable only with the Common Shares registered hereunder.
(3) In addition, pursuant to Rule 416(a) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of Common Shares
that may be offered or sold as a result of any adjustments from stock
splits, stock dividends or similar events.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by Amcast Industrial Corporation (the
"Company") with the Securities and Exchange Commission (the "Commission") are
incorporated herein by reference as of their respective dates of filing:
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended August 31, 1999, filed pursuant to Section 13(a) of the Securities
Exchange Act of 1934 (the "Exchange Act").
(b) The Company's Quarterly Report on Form 10-Q for the quarter ended
November 28, 1999, filed pursuant to Section 13(a) of the Exchange Act.
(c) The Company's Quartery Report on Form 10-Q for the quarter ended
February 27, 2000, filed pursuant to Section 13(a) of the Exchange Act.
(d) The description of the Company's common shares contained in the
Registration Statement filed pursuant to Section 12 of the Exchange Act,
including any amendment or report filed for the purpose of updating such
description.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all securities offered hereunder
have been sold or which deregisters all securities then remaining unsold
hereunder shall be deemed to be incorporated by reference herein and to be a
part hereof from the date of filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Thompson Hine & Flory LLP has provided a legal opinion to the Company
with respect to the common shares of the Company issuable under the Amcast
Industrial Corporation Amended and Restated 1999 Director Stock Incentive
Plan and registered hereunder.
Item 6. Indemnification of Directors and Officers.
Article VI of the Code of Regulations of the Company sets forth certain
rights of directors and officers of the Company to indemnification. Such rights
provide indemnification by the Company as permitted by Ohio law. The liabilities
against which a director and officer may be indemnified and factors employed to
determine whether a director and officer is entitled to indemnification in a
particular instance depend on whether the proceedings in which the claim for
indemnification arises were brought (a) other than by and in the right of the
Company ("Third Party Actions") or (b) by and in the right of the Company
("Company Actions").
In Third Party Actions, the Company will indemnify each director and
officer against expenses, including attorneys' fees, judgments, fines, and
amounts paid in settlement actually and reasonably incurred by him in connection
with any threatened or actual proceeding in which he may be involved by reason
of his having acted in such capacity, if he acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best interests of the
Company and with respect to any matter the subject of a criminal proceeding, he
had no reasonable cause to believe that his conduct was unlawful.
In Company Actions, the Company will indemnify each director and officer
against expenses, including attorneys' fees, actually and reasonably incurred by
him in connection with the defense or settlement of any such proceeding if he
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the Company, except that no indemnification is
permitted with respect to (i) any matter as to which such person has been
adjudged to be liable for negligence or misconduct in the performance of his
duty to the Company unless a court determines such person is entitled to
indemnification and (ii) any liability asserted in connection with unlawful
loans, dividends, distribution, distribution of assets and repurchase of Company
shares under Section 1701.95 of the Ohio Revised Code.
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Unless indemnification is ordered by a court, the determination as to
whether or not an individual has satisfied the applicable standards of conduct
(and therefore may be indemnified) is made by the Board of Directors of the
Company by a majority vote of a quorum consisting of directors of the Company
who were not parties to the action; or if such a quorum is not obtainable, or if
a quorum of disinterested directors so directs, by independent legal counsel in
a written opinion; or by the shareholders of the corporation.
The Company maintains insurance policies which presently provide
protection, within the maximum liability limits of the policies and subject to a
deductible amount for each claim, to the Registrant under its indemnification
obligations and to the directors and officers with respect to certain matters
which are not covered by the Registrant's indemnification obligations. The
Company has entered into an indemnification agreement with each director of the
Company.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
See Index to Exhibits following signature pages.
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made of the securities registered hereby, 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
this 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 the undertakings set forth in
paragraphs (i) and (ii) above do not apply if the information required to
be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant with the Securities
Exchange Commission or furnished to the Commission pursuant to Section 13
or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this 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 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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(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.
(b) The undersigned registrant hereby further 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 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 this
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.
(c) 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 Securities and
Exchange Commission 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.
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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 Dayton, State of Ohio, on this 24th day of April,
2000.
AMCAST INDUSTRIAL CORPORATION
By /s/ John H. Shuey
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John H. Shuey
President, Chief Executive Officer and
Chairman of the Board
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons on behalf of the
registrant and in the capacities and on the dates indicated:
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Name Title Date
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/s/ John H. Shuey President and Chief April 24, 2000
- ----------------- Executive Officer
John H. Shuey (principal executive
officer) and Chairman
of the Board
/s/ Douglas D. Watts Vice President, Finance April 24, 2000
- -------------------- (principal financial
Douglas D. Watts officer)
/s/ Mark D. Mishler Corporate Controller April 24, 2000
- ------------------- (principal accounting
Mark D. Mishler officer)
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*James K. Baker Director April 24, 2000
*Walter E. Blankley Director April 24, 2000
*Peter H. Forster Director April 24, 2000
*Leo W. Ladehoff Director April 24, 2000
*Earl T. O'Loughlin Director April 24, 2000
*William G. Roth Director April 24, 2000
*R. William Van Sant Director April 24, 2000
* The undersigned, by signing his name hereto, executes this
Registration Statement pursuant to powers of attorney executed by the
above-named persons and filed with the Securities and Exchange Commission as an
Exhibit to this Registration Statement.
/s/ John H. Shuey
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John H. Shuey
Attorney-in-Fact
INDEX TO EXHIBITS
(4) INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS, INCLUDING INDENTURES:
4.1 Articles of Incorporation of Amcast Industrial
Corporation, as amended, incorporated by reference from
the Company's Annual Report on Form 10-K for the fiscal
year ended August 31, 1996.
4.2 Code of Regulations of Amcast Industrial Corporation,
incorporated by reference from the Company's Annual
Report on Form 10-K for the fiscal year ended August 31,
1996.
4.3 Amcast Industrial Corporation Amended and Restated 1999 Director
Stock Incentive Plan.
(5) OPINION RE LEGALITY
5.1 Opinion of Thompson Hine & Flory LLP
(23) CONSENTS OF EXPERTS AND COUNSEL:
23.1 Consent of Ernst & Young LLP
23.2 Consent of Thompson Hine & Flory LLP [contained
in their opinion filed as Exhibit 5.1]
(24) POWERS OF ATTORNEY
24.1 Power of Attorney of each person whose signature on this
registration statement was signed by another pursuant to
a power of attorney.
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