As filed with the Securities and Exchange Commission on October 10, 2002. Registration No. 333- =========================================================================== SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------- AMCAST INDUSTRIAL CORPORATION (Exact Name of Registrant as Specified in Its Charter) ------------------- 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) ------------------- AMCAST INDUSTRIAL CORPORATION 401(k) SALARY DEFERRAL PLAN (Full title of the plan) ------------------- 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) CALCULATION OF REGISTRATION FEE - --------------------------------------------------------------------------------------------------------------------------------- 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 - --------------------------- ------------------- ---------------------------- --------------------------- ------------------------ Common Shares, no par value 500,000 $3.26 $1,630,000 $150 - --------------------------------------------------------------------------------------------------------------------------------- 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 and pursuant to Rule 416(c) under the Securities Act of 1933, this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan discussed herein 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 October 4, 2002. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT The Registration Statement on Form S-8 (Reg. No. 33-38176) 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 October 10, 2002. AMCAST INDUSTRIAL CORPORATION By /s/ Byron O. Pond --------------------------------- Name: Byron O. Pond Title: Chairman of the Board and Chief Executive Officer 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 October 10, 2002 - -------------------------------- Chief Executive Officer Byron O. Pond (Principal Executive Officer) and Director /s/ Francis J. Drew Vice President, Finance October 10, 2002 - -------------------------------- and Chief Financial Officer Francis J. Drew (Principal Financial Officer) /s/ Mark D. Mishler Controller (Principal October 10, 2002 - -------------------------------- Accounting Officer) Mark D. Mishler * Director October 10, 2002 - -------------------------------- Walter E. Blankley * Director October 10, 2002 - -------------------------------- Peter H. Forster 2 * Director October 10, 2002 - -------------------------------- Don R. Graber * Director October 10, 2002 - -------------------------------- Joseph R. Grewe * Director October 10, 2002 - -------------------------------- Leo W. Ladehoff * Director October 10, 2002 - -------------------------------- Bernard G. Rethore * Director October 10, 2002 - -------------------------------- William G. Roth * Director October 10, 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 ------------------------- Samuel T. Rees Attorney-In-Fact October 10, 2002 Pursuant to the requirements of the Securities Act of 1933, the Pension Committee of the Registrant has duly caused this Registration Statement to be signed on behalf of the Amcast Industrial Corporation 401(k) Salary Deferral Plan by the undersigned, thereunto duly authorized, in the City of Dayton, State of Ohio, on this 10th day of October, 2002. AMCAST INDUSTRIAL CORPORATION 401(k) SALARY DEFERRAL PLAN By Amcast Industrial Corporation Pension Committee By /s/ Francis J. Drew ----------------------------------------- Name: Francis J. Drew Authorized Committee Member 3 INDEX TO EXHIBITS ----------------- (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). 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). (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 Battelle & Battelle LLP. *23.2 Consent of Ernst & Young LLP. *23.3 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. - ----------------------- * Filed herewith. 4