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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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)
OHIO 31-0258080
(State of Incorporation) (I.R.S. Employer Identification No.)
AMCAST INDUSTRIAL CORPORATION
7887 WASHINGTON VILLAGE DRIVE
DAYTON, OHIO 45459
(Address, including zip code, of
registrant's principal executive offices)
AMCAST INDUSTRIAL CORPORATION
401(k) SALARY DEFERRAL PLAN
FOR BARGAINING UNIT EMPLOYEES - PLAN 2
(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
(937) 291-7000
(Name, address and telephone number,
including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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Proposed
Maximum
Amount to be Proposed Maximum Aggregate Amount of
Registered Offering Price Per Offering Price Registration
Title of Securities Share (1) Fee
to be Registered
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Common Shares, without par value 100,000 $13.78 $1,378,000 (3) $383
(2)
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(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) on the basis of the average of the high and low
prices reported on the New York Stock Exchange Composite Tape on October
22, 1999.
(2) There are also being registered hereunder an equal number of Series A
Preferred Share Purchase Rights, which are currently attached to and
transferrable only with the Common Shares registered hereunder.
(3) In addition, pursuant to Rule 416(a) under the Securities Act of 1933, this
registration statement also covers an
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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 indeterminable amount of interests to
be offered or sold pursuant to the employee benefit plan discussed herein.
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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 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 fiscal year ended August 31, 1998, filed
pursuant to Section 13(a) of the Securities Exchange Act of 1934 (the
"Exchange Act").
(b) The Annual Report of the Amcast Industrial Corporation 401(k)
Salary Deferral Plan for Bargaining Unit Employees - Plan 2 on Form 11-K
for the year ended August 31, 1998, filed pursuant to Section 15(d) of
the Exchange Act.
(c) The Company's Quarterly Reports on Form 10-Q for the quarters and
periods then ended at November 29, 1998, February 28, 1999, and May 30,
1999, each filed pursuant to Section 13(a) of the Exchange Act.
(d) 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 securities offered hereunder
have been sold or which deregisters all securities 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 LLP has provided a legal opinion to the Company
with respect to the common shares of the Company issuable under the Amcast
Industrial Corporation 401(k) Salary Deferral Plan for Bargaining Unit Employees
Plan 2 and registered hereunder.
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Item 6. Indemnification of Directors and Officers.
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Article VI of the Registrant's Code of Regulations, as amended July 29,
1987 (filed as Exhibit 3.2 to Registrant's Annual Report on Form 10-K for the
year ended August 31, 1996), is incorporated herein by reference.
Reference is made to Section 1701.13(E) of the Ohio Revised Code relating
to the indemnification of directors and officers of an Ohio corporation.
The Registrant 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 Registrant under its indemnification
obligations and to the directors and officers with respect to certain matters
which are not covered by the Registrant's indemnification obligations. The
Registrant has entered into an indemnification agreement with each director of
the Company.
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;
(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 with the Securities
Exchange Commission or furnished to the Commission pursuant to Section 13
or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this
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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 and, where applicable, each filing
of an employee benefit plans annual report pursuant to 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.
(d) The undersigned registrant hereby further undertakes that the
registrant will submit or has submitted the Plan and any amendment thereto to
the Internal Revenue Service ("IRS") in a timely manner and the registrant will
make or has made all changes required by the IRS in order to qualify the Plan.
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 this 26th day of October,
1999.
AMCAST INDUSTRIAL CORPORATION
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By /s/ John H. Shuey
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John H. Shuey
President, Chief Executive Officer and
Chairman of the Board
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Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons on behalf of the
registrant and in the capacities and on the dates indicated:
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Name Title Date
- ---- ----- ----
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/s/ John H. Shuey President and Chief October 26, 1999
- ----------------- Executive Officer
John H. Shuey (principal executive
officer) and Chairman
of the Board
/s/ Douglas D. Watts Vice President, Finance October 26, 1999
- ------------------- (principal financial officer)
Douglas D. Watts
/s/ Mark D. Mishler Corporate Controller October 26, 1999
- ------------------- (principal accounting officer)
Mark D. Mishler
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*James K. Baker Director October 26, 1999
*Walter E. Blankey Director October 26, 1999
*Peter H. Forster Director October 26, 1999
*Ivan W. Gorr Director October 26, 1999
*Leo W. Ladehoff Director October 26, 1999
*Earl T. O'Loughlin Director October 26, 1999
*William G. Roth Director October 26, 1999
*R. William Van Sant Director October 26, 1999
* The undersigned, by signing his name hereto, executes this
Registration Statement pursuant to powers of attorney executed by the
above-named persons and filed with the Securities and Exchange Commission as an
Exhibit to this Registration Statement.
/s/ John H. Shuey
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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, as amended February 24, 1988, incorporated
by reference from the Company's Annual Report on Form
10-K for the fiscal year ended August 31, 1996.
4.2 Code of Regulations of Amcast Industrial Corporation,
incorporated by reference from the Company's Annual
Report on Form 10-K for the fiscal year ended August
31, 1996.
4.3 Amcast Industrial Corporation 401(k) Salary Deferral
Plan for Bargaining Unit Employees - Plan 2.
(5) OPINION RE LEGALITY
5.1 Opinion of Thompson Hine & Flory LLP
(23) CONSENTS OF EXPERTS AND COUNSEL:
23.1 Consent of Ernst & Young LLP (relating to Amcast
Industrial Corporation financial statements)
23.2 Consent of Ernst & Young LLP (relating to financial
statements for the Amcast Industrial Corporation 401(k)
Salary Deferral Plan for Bargaining Unit
Employees - Plan 2)
23.3 Consent of Thompson Hine & Flory LLP [contained in
their opinion filed as Exhibit 5.1]
(24) POWERS OF ATTORNEY
24.1 Powers of Attorney of each person whose signature on
this registration statement was signed by another
pursuant to a power of attorney.
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