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
AMENDED AND RESTATED
1999 DIRECTOR 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 be Amount to be Proposed Maximum Offering Aggregate Offering Amount of Registration
Registered Registered(1)(2) Price per Share (3) Price(3) Fee
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Common Shares,
no par value 100,000 $3.41 $341,000 $32
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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 Share 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. 333-35652) 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 28, 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 28, 2002
- ---------------------------- Chief Executive Officer
Byron O. Pond (Principal Executive
Officer) and Director
/s/ Francis J. Drew Vice President, Finance August 28, 2002
- ---------------------------- and Chief Financial Officer
Francis J. Drew (Principal Financial Officer)
/s/ Mark D. Mishler Controller (Principal August 28, 2002
- ---------------------------- Accounting Officer)
Mark D. Mishler
* Director August 28, 2002
- ----------------------------
Walter E. Blankley
* Director August 28, 2002
- ----------------------------
Peter H. Forster
* Director August 28, 2002
- ----------------------------
Don R. Graber
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* Director August 28, 2002
- ----------------------------
Jospeph R. Grewe
* Director August 28, 2002
- ----------------------------
Leo W. Ladehoff
* Director August 28, 2002
- ----------------------------
Bernard G. Rethore
* Director August 28, 2002
- ----------------------------
William G. Roth
* Director August 28, 2002
- ----------------------------
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 28, 2002
INDEX TO EXHIBITS
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(4) INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS, INCLUDING
INDENTURES
4.1 Articles of Incorporation, as amended, of Amcast Industrial
Corporation (filed as Exhibit 4.1 to Registration Statement on
Form S-8 (Reg. No. 333-98835) filed by Amcast Industrial
Corporation with the SEC on August 28, 2002 and hereby
incorporated by reference).
4.2 Code of Regulations of Amcast Industrial Corporation . (filed
as Exhibit 4.2 to Registration Statement on Form S-8 (Reg. No.
333-98835) filed by Amcast Industrial Corporation with the
SEC on August 28, 2002 and hereby incorporated by reference).
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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).
*4.4 Amcast Industrial Corporation Amended and Restated 1999
Director Stock Incentive Plan.
(5) OPINION 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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