As filed with the Securities and Exchange Commission on June 8, 1998
Registration No. 33-______
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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TREADCO, INC.
(Exact name of registrant as specified in its charter)
Delaware 71-0706271
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1101 South 21st Street
Fort Smith, Arkansas 72901
(Address of principal executive offices) (Zip Code)
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TREADCO, INC. EMPLOYEES'
INVESTMENT PLAN
(Full title of the plan)
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Richard F. Cooper Copy to:
Secretary Riva Johnson, Esq.
Treadco, Inc. Jenkens & Gilchrist,
1101 South 21st Street A Professional Corporation
Fort Smith Arkansas 72901 1445 Ross Avenue, Suite 3200
(501) 785-6000 Dallas, Texas 75202
(Name, address and telephone number
including area code of agent for service)
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
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*Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from the Registration Statement in accordance with Rule
428 of the Securities Act of 1933, as amended, and the Note to Part I of Form S-
8.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The registrant and the Plan hereby incorporate by reference in this
registration statement the following documents previously filed by the
registrant with the Securities and Exchange Commission (the "Commission"):
(1) the registrant's Annual Report on Form 10-K filed with the
Commission for the fiscal year ended December 31, 1997;
(2) the registrant's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1997, filed with the Commission;
(3) the registrant's Registration Statement under the Securities
Act of 1933 Form S-8 (No. 33- 43393), dated December 27, 1997.
(4) the description of the Common Stock, par value $0.01 per
share, of the registrant (the "Common Stock") set forth in the
Registration Statement on Form S-1 (No. 33-41605), dated July 3, 1991,
including any amendment or report filed for the purpose of updating
such description.
All documents filed by the registrant with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), subsequent to the date of this registration
statement shall be deemed to be incorporated herein by reference and to be a
part hereof from the date of the filing of such documents until such time as
there shall have been filed a post-effective amendment that indicates that all
securities offered hereby have been sold or that deregisters all securities
remaining unsold at the time of such amendment.
Item 8. Exhibits.
(a) Exhibits.
The following documents are filed as a part of this
registration statement.
Exhibit Description of Exhibit
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4.1 Treadco, Inc. Employees' Investment Plan (previously filed as
Exhibit 4.1 to the Company's Form S-8 Registration Statement
under the Securities Act of 1933, as amended (the "Act") dated
December 29, 1997, Commission File No. 33-43393,) and
incorporated herein by reference.
4.2 Amendment No. One to the Treadco, Inc. Employees' Investment
Plan (previously filed as Exhibit 4.2 to the Company's Form
S-8 Registration Statement under the Act dated December 29,
1997, Commission File No. 33-43393,) and incorporated herein
by reference.
4.3 Amendment No. Two to the Treadco, Inc. Employees' Investment
Plan (previously filed as Exhibit 4.3 to the Company's Form
S-8 Registration Statement under the Act dated December 29,
1997, Commission File No. 33-43393,) and incorporated herein
by reference.
4.4 Amendment No. Four to the Treadco, Inc. Employees' Investment
Plan (previously filed as Exhibit 4.4 to the Company's Form
S-8 Registration Statement under the Act dated December 29,
1997, Commission File No. 33-43393,) and incorporated herein
by reference.
4.5* Amendment No. Three to the Treadco, Inc. Employees' Investment
Plan.
4.6* Restated Amendment No. Four to the Treadco, Inc. Employee's
Investment Plan.
4.7 Certificate of Incorporation of the Company (previously filed
as Exhibit 3.1 to the Company's Form S-1 Registration
Statement under the Act of 1933 dated July 3, 1991, Commission
File No. 33-41605,) and incorporated herein by reference.
4.8 Bylaws of the Company (previously filed as Exhibit 3.2 to the
Company's Form S-1 Registration Statement under the Act dated
July 3, 1991, Commission File No. 33-41605), and incorporated
herein by reference.
5.1** Opinion of Jenkens & Gilchrist, a Professional Corporation.
23.1*** Consent of Jenkens & Gilchrist, a Professional Corporation.
23.2* Consent of Ernst & Young LLP, independent auditors
24.1* Power of Attorney (on signature page).
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* Filed herewith.
** No opinion is being furnished herewith pursuant to instruction (a) to
Item 8 of Form S-8 as the Shares registered herein are not original
issuance securities.
*** No consent is being filed herewith pursuant to instruction (a) to Item
Form S-8, as the Shares being registered are not original issuance
securities.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Richard F. Cooper, his true and lawful
attorney-in-fact and agent with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments (including post-effective amendments) to this registration
statement, and to file the same with all exhibits, thereto, and all documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agent, full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe that it
meets all 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 Fort Smith, State of Arkansas, on May 29, 1998:
TREADCO, INC.
By: /s/ Richard F. Cooper
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Name: Richard F. Cooper
Title: Secretary
Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature Capacity Date
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/s/ Robert A. Young Chairman of the Board, Director May 29, 1998
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Robert A. Young, III
/s/ John R. Meyers President and Chief Executive Officer May 29, 1998
- --------------------------------- (Principal Executive Officer, Director)
John R. Meyers
/s/ David E. Loeffler Vice President-Chief Financial Officer and May 29, 1998
- --------------------------------- Treasurer (Principal Financial and Accounting
David E. Loeffler Officer)
/s/ Nicolas M. Georgitsis Director May 29, 1998
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Nicolas M. Georgitsis
/s/ Robert B. Gilbert Director May 29, 1998
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Robert B. Gilbert
/s/ William A. Marquard Director May 29, 1998
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William A. Marquard
/s/ John H. Morris Director May 29, 1998
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John H. Morris
The Plan.
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Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following members of the Administrative
Committee of the Treadco, Inc.'s Employees' Investment Plan, in the City of Fort
Smith, State of Arkansas, on the dates indicated.
Signature Title Date
/s/ Donald L. Neal Chairman May 29, 1998
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Donald L. Neal
/s/ Richard F. Cooper Member May 29, 1998
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Richard F. Cooper
/s/ John R. Meyers Member May 29, 1998
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John R. Meyers
/s/ Randall M. Loyd Member May 29, 1998
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Randall M. Loyd
/s/ Jay Davidson Member May 29, 1998
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Jay Davidson
/s/ David E. Leoffler Member May 29, 1998
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David E. Loeffler
/s/ J. Lavon Morton Member May 29, 1998
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J. Lavon Morton