-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, F4L33yVG0ku0TGmMKX+iOGctqkTvii5XtN/3iBxOmRho163HyF7FnpLSDUdbErjs 0ysaP9Ap6IEiU3nemVqBQg== 0000067347-02-000066.txt : 20021028 0000067347-02-000066.hdr.sgml : 20021028 20021028141250 ACCESSION NUMBER: 0000067347-02-000066 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20021028 EFFECTIVENESS DATE: 20021028 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MODINE MANUFACTURING CO CENTRAL INDEX KEY: 0000067347 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 390482000 STATE OF INCORPORATION: WI FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: 1933 Act SEC FILE NUMBER: 333-48296 FILM NUMBER: 02799674 BUSINESS ADDRESS: STREET 1: 1500 DEKOVEN AVE CITY: RACINE STATE: WI ZIP: 53403 BUSINESS PHONE: 2626361200 S-8 POS 1 rspunpe.txt Registration No. 333-48296 As filed with the Securities and Exchange Commission on October 28, 2002 - ---------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 ------------------- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------- MODINE MANUFACTURING COMPANY (Exact name of registrant as specified in its charter) WISCONSIN 39-0482000 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1500 DeKoven Avenue Racine, Wisconsin 53403 (Address of principal executive offices) (Zip Code) ------------------- Modine Manufacturing Company Contributory Employee Stock Ownership Plan for Hourly Rate Union Employees (Full title of the plan) -------------------- DEAN R. ZAKOS Vice President, General Counsel and Secretary Modine Manufacturing Company 1500 DeKoven Avenue Racine, Wisconsin 53403 (Name and address of agent for service) (262) 636-1200 (Telephone number, including area code, of agent for service) - ---------------------------------------------------------------------------- EXPLANATORY NOTE The purpose of this Post-Effective Amendment to this Registration Statement is to note that: - The Registrant has merged the Modine Manufacturing Company Contributory Employee Stock Ownership Plan for Hourly Rate Union Employees (the "Hourly Union Plan") into the Modine Manufacturing Company Contributory Salaried Employee Stock Ownership and Investment Plan (the "Salaried Plan"), with the Salaried Plan being the surviving and continuing plan, and with such surviving plan amended and restated so as to be qualified as an Employee Stock Ownership Plan and renamed the Modine Employee Stock Ownership Plan (the "ESOP"). - 50,000 shares of the Registrant's Common Stock, par value $0.625 per share (the "Common Stock") that were registered under this Registration Statement for the Hourly Union Plan but that, as of the date hereof, have not been issued thereunder, are carried forward to the Registrant's new Registration Statement on Form S-8 (Registration No. 333-100770) filed to register additional shares of Common Stock issuable under the ESOP, leaving no shares registered under this Registration Statement. 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 Post-Effective Amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Racine, State of Wisconsin, on the 25th day of October, 2002. MODINE MANUFACTURING COMPANY By: D. R. JOHNSON ------------------------------------ D. R. Johnson, Chairman and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment on Form S-8 has been signed by the following persons in the capacities and on the dates indicated. D. R. JOHNSON October 25, 2002 - --------------------------------- ---------------- D. R. Johnson, Chairman and Date Chief Executive Officer (Principal Executive Officer) and Director R. S. BULLMORE October 25, 2002 - --------------------------------- ---------------- R. S. Bullmore, Corporate Date Controller and Acting Chief Financial Officer (Acting Principal Financial and Accounting Officer) D. R. ZAKOS October 25, 2002 - --------------------------------- ---------------- D. R. Zakos, Vice President, Date General Counsel and Secretary R. J. Doyle* October 25, 2002 - --------------------------------- ---------------- R. J. Doyle, Director Date F. P. Incropera* October 25, 2002 - --------------------------------- ---------------- F. P. Incropera, Director Date F. W. Jones* October 25, 2002 - --------------------------------- ---------------- F. W. Jones, Director Date D. J. Kuester* October 25, 2002 - --------------------------------- ---------------- D. J. Kuester, Director Date V. L. Martin* October 25, 2002 - --------------------------------- ---------------- V. L. Martin, Director Date G. L. Neale* October 25, 2002 - --------------------------------- ---------------- G. L. Neale, Director Date M. C. Williams* October 25, 2002 - --------------------------------- ---------------- M. C. Williams, Director Date M. T. Yonker* October 25, 2002 - --------------------------------- ---------------- M. T. Yonker, Director Date *By: DEAN R. ZAKOS --------------------------------- Dean R. Zakos, attorney-in-fact for each of the persons indicated POWER OF ATTORNEY Each of the persons whose signatures appear below, hereby appoints Dean R. Zakos and Margaret C. Kelsey, or either of them, as his or her true and lawful attorneys, to sign, in his or her name and on his or her behalf and in any and all capacities stated below, and to cause to be filed with the Securities and Exchange Commission (the "Commission"), this Post-Effective Amendment on Form S-8 (the "Post-Effective Amendment") and any and all related amendments, including later post-effective amendments, that either of such attorneys shall deem necessary or advisable to enable the registrant to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Commission with respect thereto, in connection with this Post-Effective Amendment, which amendments may make such changes as either of the above-named attorneys deems appropriate, and to comply with the undertakings of the registrant made in connection with this Post-Effective Amendment or its related registration statement, and each of the undersigned hereby ratifies all that either of said attorneys shall do or cause to be done by virtue thereof. IN WITNESS WHEREOF, the undersigned have signed these presents effective the 16th day of October, 2002. /s/ D. R. JOHNSON - ---------------------------------- D. R. Johnson, Chairman and Chief Executive Officer (Principal Executive Officer) and Director /s/ R. S. BULLMORE - ---------------------------------- R. S. Bullmore, Corporate Controller and Acting Chief Financial Officer (Acting Principal Financial and Accounting Officer) /s/ D. R. ZAKOS - ---------------------------------- D. R. Zakos, Vice President, General Counsel and Secretary /s/ R. J. DOYLE - ---------------------------------- R. J. Doyle, Director /s/ F. P. INCROPERA - ---------------------------------- F. P. Incropera, Director /s/ F. W. JONES - ---------------------------------- F. W. Jones, Director /s/ D. J. KUESTER - ---------------------------------- D. J. Kuester, Director /s/ V. L. MARTIN - ---------------------------------- V. L. Martin, Director /s/ G. L. NEALE - ---------------------------------- G. L. Neale, Director /s/ M. C. WILLIAMS - ---------------------------------- M. C. Williams, Director /s/ M. T. YONKER - ---------------------------------- M. T. Yonker, Director -----END PRIVACY-ENHANCED MESSAGE-----