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Registration No. 33-62527
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
ON FORM S-8
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
THE DURIRON COMPANY, INC.
(Exact name of registrant as specified in its charter)
NEW YORK 31-0267900
(State of Incorporation) (I.R.S. Employer
Identification No.)
THE DURIRON COMPANY, INC.
3100 RESEARCH BOULEVARD
DAYTON, OHIO 45420
(513) 476-6100
(Address, including zip code,
of registrant's principal executive offices)
DURAMETALLIC CORPORATION 1991 STOCK OPTION PLAN
DURAMETALLIC CORPORATION EXECUTIVE INCENTIVE BONUS PLAN
(Full title of the Plan)
RONALD F. SHUFF, ESQ.
VICE PRESIDENT-SECRETARY AND GENERAL COUNSEL
THE DURIRON COMPANY, INC.
3100 RESEARCH BOULEVARD
DAYTON, OHIO 45420
(513) 476-6100
(Name, including zip code, and telephone number, including
area code of agent for service)
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The Duriron Company, Inc. ("Duriron") filed the Registration Statement
on Form S-4 (the "Registration Statement") with respect to which this
Post-Effective Amendment No. 1 is being filed for the purpose of registering
shares of Duriron's Common Stock, par value $1.25 per share ("Duriron Common
Stock"), being issued by Duriron in connection with the merger of a
wholly-owned subsidiary of Duriron into Durametallic Corporation
("Durametallic"). Under the terms of the Agreement and Plan of Merger (the
"Merger Agreement") dated as of September 11, 1995 among Duriron, Wolverine
Acquisition Corp. and Durametallic, at the effective time of the merger on
November 30, 1995, each option outstanding under the Durametallic Corporation
1991 Stock Option Plan (the "Durametallic Option Plan") became exercisable for
Duriron Common Stock, on the basis of 3.1132 shares of Duriron Common Stock for
each share of Durametallic's Common Stock, $5.00 par value per share
("Durametallic Shares"), for which the option was exercisable prior to the
effective time of the merger, at an exercise price per share equal to the
exercise price per share in effect prior to the effective time of the merger
divided by 3.1132. In addition, as required by the Merger Agreement, the
Durametallic Corporation Executive Incentive Bonus Plan (the "Durametallic
Bonus Plan") was amended to provide that, after the effective time of the
merger, persons entitled to receive Durametallic Shares under the Durametallic
Bonus Plan will receive, instead, on the same terms and conditions, Duriron
Common Stock, on the basis of 3.1132 shares of Duriron Common Stock for each
Durametallic Share otherwise issuable under the Durametallic Bonus Plan.
This Post-Effective Amendment No. 1 on Form S-8 is being filed for the
purpose of registering the offer and sale of the Duriron Common Stock (the
"Plan Shares") that may be issued in lieu of Durametallic Shares upon the
exercise of options granted under the Durametallic Option Plan and under the
Durametallic Bonus Plan in accordance with the Merger Agreement. The 6,458,558
shares of Duriron Common Stock registered pursuant to the Registration
Statement were sufficient to include the Plan Shares.
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 by Duriron with the Securities and
Exchange Commission (the "Commission") are incorporated herein by reference as
of their respective dates of filing:
(a) Duriron's Annual Report on Form 10-K for the year ended
December 31, 1994.
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(b) Duriron's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1995, June 30, 1995 and September 30, 1995.
(c) Duriron's Current Reports on Form 8-K filed with the
Commission on September 11, 1995 and December 14, 1995.
(d) The description of Duriron's Common Stock contained in the
Registration Statement filed the Commission pursuant to Section 12 of
the Exchange Act for the purpose of registering such stock (and any
amendment or report filed for the purpose of updating such
description).
(e) The description of the rights to purchase Duriron's Series
A Junior Participating Preferred Stock contained in the Registration
Statement on Form 8-A dated August 13, 1986 filed with the SEC.
All documents subsequently filed by Duriron 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 Stock 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 Duriron Common Stock issuable upon exercise of stock
options granted under the Durametallic Option Plan and issuable under the
Durametallic Bonus Plan and registered hereunder.
Item 6. Indemnification of Directors and Officers.
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See Item 20 of the Registration Statement.
Item 7. Exemption from Registration Claimed.
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Not applicable.
Item 8. Exhibits.
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See Index to Exhibits following the signature pages to this
Post-Effective Amendment No. 1.
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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;
(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.
See also the undertakings set forth in paragraphs (a) and (b) under
Item 22 of the Registration Statement.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant has duly caused this Post-Effective Amendment No. 1 to Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Dayton, State of Ohio, on the 12th day of January,
1996.
THE DURIRON COMPANY, INC.
By:/s/ William M. Jordan
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William M. Jordan, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to 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/ William M. Jordan
- ------------------------------ President, Chief January 12, 1996
William M. Jordan Executive Officer
and Director
(principal executive
officer)
/s/ Bruce E. Hines
- ------------------------------ Senior Vice President January 12, 1996
Bruce E. Hines and Chief Administrative
Officer (principal
financial and accounting
officer)
* Hugh K. Coble Director January 12, 1996
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Hugh K. Coble
*Robert E. Frazer Director January 12, 1996
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Robert E. Frazer
*Ernest Green Director January 12, 1996
- -----------------------------
Ernest Green
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*John S. Haddick Director January 12, 1996
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John S. Haddick
Director January __, 1996
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Diane C. Harris
*Richard L. Molen Director January 12, 1996
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Richard L. Molen
Director January __, 1996
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James F. Schorr
*Kevin E. Sheehan Director January 12, 1996
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Kevin E. Sheehan
Director January __, 1996
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R. Elton White
*The undersigned, by signing his name hereto, executes this
Post-Effective Amendment No. 1 to Registration Statement on behalf of each of
the above-named directors of the registrant pursuant to powers of attorney
executed by the above-named persons and filed with the Securities and Exchange
Commission.
/s/ Ronald F. Shuff
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Ronald F. Shuff,
Attorney-in-Fact
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EXHIBIT INDEX
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Exhibit
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(3) Instruments Defining the Rights of Security
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Holders, Including Indentures
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4.1 Restated Certificate of Incorporation of The Duriron Company, Inc.
(as amended) [filed as Exhibit 4.2 to the original Registration
Statement on Form S-4 (Reg. No. 33-62527)] *
4.2 Certificate of Amendment to Certificate of Incorporation of
The Duriron Company, Inc.
4.3 By-Laws of The Duriron Company, Inc.
(as amended) [filed as Exhibit 4.2 to the original Registration
Statement on form S-4 (Reg. No. 33-62527)] *
4.4 Form of Rights Agreement dated as of
August 1, 1986 between The Duriron Company, Inc.
and Bank One, Indianapolis, National
Association, as Rights Agent [filed as
an exhibit to the Company's Form 8-A
dated August 13, 1986] *
4.5 Durametallic Corporation 1991 Stock Option
Plan, as amended
4.6 Durametallic Corporation Executive Incentive
Bonus Plan, as amended
4.7 Amendment No. 1 [sic] to Durametallic Corporation
Executive Incentive Bonus Plan, as amended
(5) Opinion re Legality
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5.1 Opinion of Thompson Hine & Flory P.L.L.
(23) Consents of Experts and Counsel
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23.1 Consent of Thompson Hine & Flory P.L.L.
is included in Exhibit 5.1
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* Incorporated by reference to a document previously filed with the Securities
and Exchange Commission.