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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
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(State of Incorporation) (I.R.S. Employer Identification No.)
AMCAST INDUSTRIAL CORPORATION
7887 WASHINGTON VILLAGE DRIVE
DAYTON, OHIO 45459
(513) 291-7000
(Address, including zip code,
of registrant's principal executive offices)
NON-EMPLOYEE DIRECTORS STOCK COMPENSATION PLAN
(Full title of the plan)
DENIS G. DALY, ESQ.
VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
AMCAST INDUSTRIAL CORPORATION
7887 WASHINGTON VILLAGE DRIVE
DAYTON, OHIO 45459
(Name, address, code, and telephone number,
including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed maximum Proposed maximum
Title of securities Amount to be offering price aggregate offering Amount of
to be registered registered per share price registration fee
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Common Shares, 25,000 $18.50(1) $462,500(1) $160.00
without par
value(2)
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(1) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(h), based upon the average
of the high and low prices of a Common Share as reported on the New York Stock Exchange for January 3, 1996.
(2) There also are being registered hereunder an equal number of Preferred Share Purchase Rights which currently are attached,
to and are transferrable only with, the Common Shares registered hereunder.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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Item 3. Incorporation of Documents by Reference.
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The following documents filed with the Securities and Exchange Commission
are incorporated herein by reference as of their respective dates of filing:
(a) The Annual Report of Amcast Industrial Corporation (the
"Company") on Form 10-K for the year ended August 31, 1995, filed
pursuant to Section 13 of the Securities Exchange Act of 1934 (the
"Exchange Act").
(b) The description of the Company's Common Shares
contained in the Registration Statement filed pursuant to Section 12
of the Exchange Act, including any amendment or report filed for the
purpose of updating such description.
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of
a post-effective amendment which indicates that all Common Shares offered
hereunder have been sold or which deregisters all Common Shares then remaining
unsold hereunder shall be deemed to be incorporated by reference herein and to
be a part hereof from the date of filing of such documents.
Item 4. Description of Securities.
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Not applicable.
Item 5. Interests of Named Experts and Counsel.
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Thompson Hine & Flory P.L.L. has provided a legal opinion to the
Company with respect to the Common Shares of the Company issuable under the
Company's Non-Employee Directors Stock Compensation Plan and registered
hereunder.
Item 6. Indemnification of Directors and Officers.
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Article VI of the Code of Regulations of the Company sets forth
certain rights of directors and officers of the Company to indemnification.
Article VI provides, among other things, that directors and officers will be
indemnified by the Company to the fullest extent permitted by Ohio law.
Under Ohio law, the liabilities against which a director and
officer may be indemnified and factors employed to determine whether a director
and officer is entitled to indemnification in a particular instance depend on
whether the proceedings in which the claim for indemnification arises were
brought (a) other than by and in the right of the corporation ("Third Party
Actions") or (b) by and in the right of the corporation ("Company Actions").
In Third Party Actions, a corporation may indemnify each
director and officer against expenses, including attorneys' fees, judgments,
fines, penalties, and amounts paid in settlement actually and reasonably
incurred by him in connection with any threatened or actual proceeding in which
he may be involved by reason of his having acted in such capacity, if he acted
in good faith
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and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation and with respect to any matter the subject of a
criminal proceeding, he had no reasonable cause to believe that his conduct was
unlawful.
In Company Actions, a corporation may indemnify each director
and officer against expenses, including attorneys' fees, actually and
reasonably incurred by him in connection with the defense or settlement of any
such proceeding if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the corporation
except that no indemnification is permitted with respect to any matter as to
which such person has been adjudged to be liable for negligence or misconduct
in the performance of his duty to the corporation unless a court determines
such person is entitled to indemnification.
Unless indemnification is ordered by a court, the determination
as to whether or not an individual has satisfied the applicable standards of
conduct (and therefore may be indemnified) is made by the board of directors of
the corporation by a majority vote of a quorum consisting of directors of the
corporation who were not parties to the action; or if such a quorum is not
obtainable, or if a quorum of disinterested directors so directs, by
independent legal counsel in a written opinion; or by the shareholders of the
corporation.
Article VI of the Code of Regulations does not limit in any way
other indemnification rights to which those seeking indemnification may be
entitled. In addition, the Company has entered into an indemnification
agreement with each director of the Company.
The Company maintains insurance policies which presently provide
protection, within the maximum liability limits of the policies and subject to
a deductible amount for each claim, to the Company under its indemnification
obligations and to the directors and officers with respect to certain matters
which are not covered by the Company's indemnification obligations.
Item 7. Exemption from Registration Claimed.
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Not applicable.
Item 8. Exhibits.
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See Index to Exhibits following signature pages.
Item 9. Undertakings.
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(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made of the securities registered hereby, a post-effective amendment to
this registration statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the registration
statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in this
registration statement;
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(iii) To include any material information with
respect to the plan of distribution not previously disclosed
in the registration statement or any material change to such
information in the registration statement;
provided, however, that the undertakings set forth in paragraphs (i) and (ii)
above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in this
registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby further undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 that is incorporated by reference
in this registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
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SIGNATURES
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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 this 10th day of
January, 1996.
AMCAST INDUSTRIAL CORPORATION
By /s/ John H. Shuey
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John H. Shuey
President 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:
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Name Title Date
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/s/ John H. Shuey President, Chief January 10, 1996
- --------------------------------- Executive Officer and
John H. Shuey
Director
(principal executive
officer)
/s/ Douglas D. Watts Vice President, Finance January 10, 1996
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Douglas D. Watts (principal financial
officer)
/s/ William L. Bown Vice President, January 10, 1996
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William L. Bown Controller
(principal accounting
officer)
*Leo W. Ladehoff Chairman of the Board, Director January 10, 1996
*James K. Baker Director January 10, 1996
*Walter E. Blankley Director January 10, 1996
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*Peter H. Forster Director January 10, 1996
*Ivan W. Gorr Director January 10, 1996
*Earl T. O'Loughlin Director January 10, 1996
*William G. Roth Director January 10, 1996
*R. William Van Sant Director January 10, 1996
* The undersigned John H. Shuey, by signing his name hereto, does sign execute
this Registration Statement on behalf of each of the above- named directors
of the Registrant pursuant to powers of attorney executed by each such
director and filed as an exhibit to this Registration Statement.
By/s/ John H. Shuey
_________________
John H. Shuey
Attorney-in-fact
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INDEX TO EXHIBITS
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(4) INSTRUMENTS DEFINING THE RIGHTS OF SECURITY
HOLDERS, INCLUDING INDENTURES:
4.1 Articles of Incorporation of Amcast Industrial Corporation
4.2 Amendment, dated February 24, 1988, to the Articles of Incorporation of Amcast Industrial
Corporation
4.3 Code of Regulations of Amcast Industrial
Corporation
4.4 Non-Employee Directors Stock Compensation
Plan
(5) OPINION RE LEGALITY
5.1 Opinion of Thompson Hine & Flory P.L.L.
(23) CONSENTS OF EXPERTS AND COUNSEL:
23.1 Consent of Ernst & Young LLP
23.2 Consent of Thompson Hine & Flory P.L.L.
[contained in their opinion filed
as Exhibit 5.1]
(24) POWERS OF ATTORNEY:
24.1 Powers of Attorney of certain persons authorizing execution of this Registration Statement pursuant
to power of attorney
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