As filed with the Securities and Exchange Commission on February 13, 2004
Registration No. 333-112422
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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
MedSource Technologies, Inc.
(Exact name of registrant as specified in its charter)
Delaware 52-2094496
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
110 Cheshire Lane, Suite 100
Minneapolis, Minnesota 55305
(Address of Principal Executive Offices) (Zip Code)
2001 Employee Stock Purchase Plan
---------------------------------
(Full title of the plan)
Richard J. Effress
Chairman of the Board of Directors and Chief Executive Officer
MedSource Technologies, Inc.
110 Cheshire Lane, Suite 100
Minneapolis, MN 55305
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(Name and address of agent for service)
(952) 807-1234
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(Telephone number, including area code, of agent for service)
Copies to:
William J. Kullback Edward R. Mandell
Senior Vice President and Chief Financial Officer Jenkens & Gilchrist Parker Chapin LLP
MedSource Technologies, Inc. 405 Lexington Avenue
110 Cheshire Lane, Suite 100 New York, NY 10174
Minneapolis, MN 55305 Telephone No.: (212) 704-6000
Telephone No.: (952) 807-1234 Telecopier No.: (212) 704-6288
Telecopier No.: (952) 807-1235
Approximate date of commencement of proposed sale to public: From time to time after the effective
date of this Registration Statement.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
INCORPORATION BY REFERENCE
--------------------------
The contents of the MedSource Technologies, Inc., Registration
Statement on Form S-8, File No. 333-92176 filed with the Commission on July 10,
2002 are hereby incorporated by reference with the exception of Exhibits 5.1,
23.1 and 24.1, which are provided herewith.
II-1
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 Minneapolis, Minnesota on this 13th day of February,
2004.
MEDSOURCE TECHNOLOGIES, INC.
By: /s/ Richard J. Effress
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Richard J. Effress
Chairman
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 Title Date
- --------- ----- ----
/s/ Richard J. Effress Chairman of the Board of Directors and February 13, 2004
- --------------------------- Chief Executive Officer
Richard J. Effress (principal executive officer)
/s/ William J. Kullback Senior Vice President and Chief Financial February 13, 2004
- --------------------------- Officer (principal financial officer and
William J. Kullback principal accounting officer)
*
- ---------------------------
Joseph Ciffolillo Director February 13, 2004
*
- ---------------------------
Paul E. Fulchino Director February 13, 2004
*
- ---------------------------
John W. Galiardo Director February 13, 2004
*
- ---------------------------
William J. Kidd Director February 13, 2004
*
- ---------------------------
T. Michael Long Director February 13, 2004
*
- ---------------------------
Ross Manire Director February 13, 2004
*
- ---------------------------
Carl S. Sloane Director February 13, 2004
*By: /s/ William J. Kullback
---------------------------------
William J. Kullback as
Attorney-in-Fact
II-2
EXHIBIT INDEX
Exhibit
Number Description
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* 4.1 Restated certificate of incorporation of the registrant (filed as
Exhibit 3.1 to the registrant's registration statement on Form S-1
(Registration No. 333-76842) and incorporated herein by reference)
* 4.2 Amended and restated by-laws of the registrant (filed as Exhibit
3.2 to the registrant (filed as Exhibit 3.1 to the registrant's
registration statement on Form S-1 (Registration No. 333-76842)
and incorporated herein by reference)
** 5.1 Opinion and consent of Jenkens & Gilchrist Parker Chapin LLP,
counsel to the registrant, as to the legality of the securities
being offered
23.1 Consent of Ernst & Young LLP
** 23.2 Consent of Jenkens & Gilchrist Parker Chapin LLP (included in
Exhibit 5.1)
** 24.1 Power of Attorney (see Page II-2 of this Registration Statement).
* 99.1 2001 Employee Stock Purchase Plan of the Registrant (filed as
Exhibit 10.15 to the registrant's registration statement on
Form S-1 (Registration No. 333-76842) and incorporated herein
by reference)
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* Incorporated herein by reference.
** Previously filed.