As filed with the Securities and Exchange Commission on August 28, 2002.
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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)
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OHIO 31-0258080
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
7887 WASHINGTON VILLAGE DRIVE
DAYTON, OHIO 45459
(937) 291-7000
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive office)
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AMCAST INDUSTRIAL CORPORATION
1999 STOCK INCENTIVE PLAN
(Full title of the plan)
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SAMUEL T. REES, ESQ.
VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
7887 WASHINGTON VILLAGE DRIVE
DAYTON, OHIO 45459
(937) 291-7000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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Proposed Maximum
Title of Securities to Amount to be Proposed Maximum Aggregate Offering Amount of
be Registered Registered(1)(2) Offering Price per Share(3) Price(3) Registration Fee
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Common Shares,
no par value 425,000 $3.41 $1,449,250 $134
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1) 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.
2) There are also being registered hereunder an equal number of Series A
Preferred Share Purchase Rights, which are currently attached to and
transferable only with the Common Shares registered hereunder.
3) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(h) and Rule 457(c) under the Securities Act of 1933,
based on the average of the high and low prices for a Common Shares reported on
the New York Stock Exchange on August 23, 2002.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
The Registration Statement on Form S-8 (Reg. No. 333-35654) filed by
Amcast Industrial Corporation, an Ohio corporation (the "Registrant"), is hereby
incorporated by reference.
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 August 27, 2002.
AMCAST INDUSTRIAL CORPORATION
By /s/ Samuel T. Rees
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Name: Samuel T. Rees
Title: Vice President, General Counsel
and Secretary
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 dates indicated.
SIGNATURE TITLE
/s/ Byron O. Pond
- ------------------------------------- Chairman of the Board and August 27, 2002
Byron O. Pond Chief Executive Officer
(Principal Executive Officer)
and Director
/s/ Francis J. Drew
- ------------------------------------- Vice President, Finance and August 27, 2002
Francis J. Drew Chief Financial Officer
(Principal Financial Officer)
/s/ Mark D. Mishler
- ------------------------------------- Controller (Principal August 27, 2002
Mark D. Mishler Accounting Officer)
* Director August 27, 2002
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Walter E. Blankley
* Director August 27, 2002
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Peter H. Forster
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* Director August 27, 2002
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Don R. Graber
* Director August 27, 2002
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Joseph R. Grewe
* Director August 27, 2002
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Leo W. Ladehoff
* Director August 27, 2002
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Bernard G. Rethore
* Director August 27, 2002
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William G. Roth
* Director August 27, 2002
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R. William Van Sant
* The undersigned, by signing his name hereto, does hereby execute this
registration statement on behalf of the directors of the registrant
indicated above by asterisks, pursuant to powers of attorney duly executed
by such directors and incorporated by reference as an exhibit to this
registration statement.
/s/ Samuel T. Rees
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Samuel T. Rees
Attorney-In-Fact
August 27, 2002
INDEX TO EXHIBITS
(4) INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS, INCLUDING INDENTURES
*4.1 Articles of Incorporation, as amended, of Amcast Industrial
Corporation.
*4.2 Code of Regulations of Amcast Industrial Corporation.
4.3 Amended and Restated Rights Agreement, dated as of February
24,1998, between Amcast Industrial Corporation and First Chicago
Trust Company of New York, as Rights Agent (filed as Exhibit 1 to
Amendment No. 1 to the Company's Registration Statement on Form
8-A filed with the SEC on February 25, 1998 and incorporated by
reference herein).
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*4.4 Amcast Industrial Corporation 1999 Stock Incentive Plan, as
amended.
(5) OPININON RE LEGALITY
*5.1 Opinion of Thompson Hine LLP with respect to the legality of the
securities being registered.
(23) CONSENTS OF EXPERTS AND COUNSEL
*23.1 Consent of Ernst & Young LLP.
*23.2 Consent of Thompson Hine LLP (contained in their opinion filed as
Exhibit 5.1).
(24) POWERS OF ATTORNEY
*24.1 Power of Attorney granted by each director whose name was signed
to this registration statement by power of attorney.
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* Filed herewith.
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