S-8 POS 1 s-8pos.txt S-8 POS As filed with the Securities and Exchange Commission on June 27, 2000 Registration No. 033-64503 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------ POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 ------------ WYMAN-GORDON COMPANY (Exact name of registrant as specified in its charter) ------------ MASSACHUSETTS 04-1992780 (State or other jurisdiction (IRS Employer of incorporation or organization) Identification No.) 244 Worcester Street, Box 8001 Grafton, Massachusetts 01536-8001 (Address of Principal (Zip Code) Executive Offices) ------------ Wyman-Gordon Company Employee Stock Purchase Plan (Full title of plans) ------------ Wyman-Gordon Company c/o Precision Castparts Corp. 4650 SW Macadam Avenue, Suite 440 Portland, OR 97201 Attention: William D. Larsson (Name and address of agent for service) Telephone number, including area code, of agent for service: (503) 417-4800 Copy to: Ruth A. Beyer Stoel Rives LLP 900 SW Fifth Avenue, Suite 2600 Portland, OR 97207-1268 DEREGISTRATION OF COMMON STOCK On November 21, 1995, Wyman-Gordon Company (the "Company") filed a Registration Statement on Form S-8, Registration No. 033-64503 (the "Registration Statement"), for the sale of 450,000 shares of Common Stock, par value $1.00 (the "Common Stock") of the Company under the Wyman-Gordon Company Employee Stock Purchase Plan (the "Plan"). On January 12, 2000, Precision Castparts Corp. ("PCC") concluded the purchase of 100% of the outstanding shares of Common Stock (the "Shares") of the Company pursuant to an Agreement and Plan of Merger (the "Agreement"), dated May 17, 1999, by and among PCC, WGC Acquisition Corp. and the Company. The Company terminated further offerings under the Plan upon execution of the Agreement. This Post-Effective Amendment No. 1 to the Registration Statement is being filed to deregister all unsold shares of the Common Stock formerly issuable under the Plan. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has duly caused this post-effective amendment to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Portland, State of Oregon, on June 27, 2000. WYMAN-GORDON COMPANY By: /s/ William D. Larsson -------------------------------------- Name: William D. Larsson Title: Vice President and Chief Financial Officer Pursuant to the requirements of the Securities Act of 1933, this post-effective amendment to the registration statement has been signed by the following persons in the capacities indicated on June 27, 2000. SIGNATURE TITLE /s/ Mark Donegan President ------------------------------ (Principal Executive Officer) Mark Donegan /s/ William D. Larsson Vice President and Chief Financial ------------------------------ Officer (Principal Financial and William D. Larsson Accounting Officer)