S-8 POS 1 ds8pos.txt POST-EFFECTIVE AMENDMENT #2 TO FORM S-8 As filed with the Securities and Exchange Commission on December 23, 2002 -------------------- Registration No. 33-23601 -------- -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------------- POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 --------------------------- BNS Co. ------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware 05-0113140 -------------------------------- ------------------- (State or Other Jurisdiction (I.R.S. Employer of Incorporation or Organization) Identification No.) 200 Frenchtown Road Suite 2 North Kingstown, Rhode Island 02852 --------------------------------------------------------- (Address of Principal Executive Offices) BNS Co. Savings and Retirement Plan (formerly The Brown & Sharpe Savings and Retirement Plan) --------------------------------------------------------- (Full Title of the Plan) Andrew C. Genor President and Chief Executive Officer BNS Co. 200 Frenchtown Road Suite 2 North Kingstown, Rhode Island 02852 (401) 886-7404 --------------------------------------------------------- (Name, Address and Telephone Number, including Area Code, of Agent for Service) Please send copies of all communications to: Howard K. Fuguet, Esq. Ropes & Gray One International Place Boston, MA 02110 (617) 951-7000 ------------------- DEREGISTRATION OF SECURITIES On August 9, 1988, BNS Co. (the "Company"), formerly known as Brown & Sharpe Manufacturing Company, filed with the Securities and Exchange Commission a Registration Statement on Form S-8 (Registration Statement No. 33-23601), registering shares of the Company's Class B Common Stock (the "Common Stock") to be issued to participants under The Brown & Sharpe Savings and Retirement Plan (the "Original Plan") as well as the related Participation Interests in the Original Plan (the Participation Interests and the Common Stock together, the "Securities"). On December 31, 2001, the Original Plan was merged into the BNS Co. Savings and Retirement Plan (the "Plan"), formerly known as The Brown & Sharpe Savings and Retirement Plan for Management Employees. Pursuant to the requirements of Rule 478(a)(4) under the Securities Act of 1933, as amended, this Post-Effective Amendment No. 2 hereby deregisters any and all Securities originally registered hereunder which have not been issued. The Plan, pursuant to which the Securities would have been issued, has been amended and no additional Securities may be issued or sold under such plan. -2- SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Post-Effective Amendment No. 2 to its Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of North Kingstown, State of Rhode Island, on this 23rd day of December, 2002. BNS Co. By: /s/ Andrew C. Genor --------------------------- Name: Andrew C. Genor Title: President and Chief Executive Officer Pursuant to the requirement of the Securities Act of 1933, this Post-Effective Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated. /s/ Andrew C. Genor Date: December 23, 2002 --------------------------- Andrew C. Genor President and Chief Executive Officer (Principal Executive Officer) (Principal Financial Officer) (Principal Accounting Officer) /s/ Richard M. Donnelly Date: December 23, 2002 --------------------------- Richard M. Donnelly Director /s/ Howard K. Fuguet Date: December 23, 2002 --------------------------- Howard K. Fuguet Director /s/ Kenneth N. Kermes Date: December 23, 2002 --------------------------- Kenneth N. Kermes Director /s/ J. Robert Held Date: December 23, 2002 --------------------------- J. Robert Held Director -3- /s/ Roger E. Levien Date: December 23, 2002 --------------------------- Roger E. Levien Director /s/ John M. Nelson Date: December 23, 2002 --------------------------- John M. Nelson Director /s/ Henry D. Sharpe, III Date: December 23, 2002 --------------------------- Henry D. Sharpe, III Director -4-