S-8 POS

Registration No. 333-42353

   Registration No. 333-61389

Registration No. 333-60564

Registration No. 333-179007

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-42353

Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-61389

Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-60564

Post-Effective Amendment No. 3 to Form S-8 Registration Statement No. 333-179007

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933 

ENERPAC TOOL GROUP CORP.

(Exact name of registrant as specified in its charter)

Wisconsin	36-0168610
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

N86 W12500 Westbrook Crossing

Menomonee Falls, Wisconsin 53051

Mailing address: P.O. Box 3241, Milwaukee, Wisconsin 53201

(Address, including zip code, of registrant's principal executive offices)

Enerpac Tool Group Corp. 401(k) Plan

Zero Corporation Retirement Savings Plan

(Full titles of the plans)

James P. Denis III

Acting General Counsel and Secretary

Enerpac Tool Group Corp.

N86 W12500 Westbrook Crossing

Menomonee Falls, Wisconsin 53051

Mailing address: P.O. Box 3241, Milwaukee, Wisconsin 53201

Telephone: (262) 293-1500

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	x	Accelerated filer	o
Non-accelerated filer	o	Smaller reporting company	o
Emerging growth company	o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.     ☐

REMOVAL OF SECURITIES FROM REGISTRATION

This Post-Effective Amendment (this “Post-Effective Amendment”) is being filed by Enerpac Tool Group Corp., a Wisconsin corporation formerly known as Applied Power Inc. and Actuant Corporation (the “Registrant”), and the Enerpac Tool Group Corp. 401(k) Plan, which was formerly known as the APW 401(k) Plan and the Actuant Corporation 401(k) Plan and is the successor to the Zero Corporation Retirement Savings Plan (the “Plan”), and relates to the following registration statements (the “Registration Statements”):

•Registration Statement on Form S-8 (Registration No. 333-42353), registering 500,000 shares of the Registrant’s Class A Common Stock, par value $0.20 per share (“Common Stock”), and an indeterminate amount of plan interests, to be offered and sold pursuant to the Plan;

•Registration Statement on Form S-8 (Registration No. 333-61389), registering 25,000 shares of Common Stock, and an indeterminate amount of plan interests, to be offered and sold pursuant to the Zero Corporation Retirement Savings Plan;

•Registration Statement on Form S-8 (Registration No. 333-60564), registering 500,000 shares of Common Stock, and an indeterminate amount of plan interests, to be offered and sold pursuant to the Plan; and

•Registration Statement on Form S-8 (Registration No. 333-179007), registering 1,000,000 shares of Common Stock, and an indeterminate amount of plan interests, to be offered and sold pursuant to the Plan, which registration statement was amended by Post-Effective Amendment No. 1 filed on October 28, 2013 and Post-Effective Amendment No. 2 filed on December 20, 2013.

The Registrant has amended the Plan to terminate any contributions to or transfer of funds into the Enerpac Tool Group Corp. Stock Fund within the Plan and no further offers or sales of Common Stock are being made through the Plan. In accordance with an undertaking made by the Registrant in the Registration Statements to remove by means of a post-effective amendment any securities that remain unsold at the termination of the offering, this Post-Effective Amendment is being filed to remove from registration the Common Stock and plan interests not heretofore sold pursuant to the Registration Statements. Each of the Registration Statements is hereby amended, as appropriate, to reflect the deregistration of such Common Stock and plan interests.

Item  8.    Exhibits

Exhibit Number	Description
24.1	Powers of Attorney

SIGNATURES

Pursuant to the requirements of the Securities Act of 1953, the Registrant certifies that it has reasonable grounds to believe it meets all the requirements for filing on Form S-8 and has duly caused this post-effective amendment to the registration statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Menomonee Falls, State of Wisconsin, on August 29, 2022.

ENERPAC TOOL GROUP CORP.
By:	/s/    James P. Denis III
	James P. Denis III
	Acting General Counsel and Secretary

Pursuant to the requirements of the Securities Act of 1933, the trustees (or other persons who administer the employee benefit plan) have duly caused this post-effective amendment to the registration statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Menomonee Falls, State of Wisconsin, on April 29, 2022.

ENERPAC TOOL GROUP CORP. 401(k) PLAN,
including as successor to the Zero Corporation Retirement
Savings Plan
By:	Enerpac Tool Group Corp. Plan Administrative
	Committee
	By:	/s/    Bryan R. Johnson
		Bryan R. Johnson
		Plan Administrative Committee Member

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated.

Signatures	Title	Date
/s/    PAUL E. STERNLIEB	President, Chief Executive Officer and Director (Principal Executive Officer)	April 29, 2022
Paul E. Sternlieb
/s/    RICK T. DILLON	Executive Vice President and Chief Financial Officer (Principal Financial Officer)	April 29, 2022
Rick T. Dillon
/s/    BRYAN R. JOHNSON	Vice President of Finance and Principal Accounting Officer	April 29, 2022
Bryan R. Johnson
/s/    ALFREDO ALTAVILLA	Director	April 29, 2022
Alfredo Altavilla *
/s/    JUDY L. ALTMAIER	Director	April 29, 2022
Judy L. Altmaier *
/s/    J. PALMER CLARKSON	Director	April 29, 2022
J. Palmer Clarkson *
/s/   DANNY L. CUNNINGHAM	Director	April 29, 2022
Danny L. Cunningham *
/s/    E. JAMES FERLAND	Chairman of the Board of Directors	April 29, 2022
E. James Ferland *
/s/    RICHARD D. HOLDER	Director	April 29, 2022
Richard D. Holder *
/s/ LYNN C. MINELLA	Director	April 29, 2022
Lynn C. Minella*
/s/    SIDNEY S. SIMMONS	Director	April 29, 2022
Sidney S. Simmons *
* By: /s/ James P. Denis III
(James P. Denis III, Attorney-in-Fact)

EX-24.1

Exhibit 24.1

POWER OF ATTORNEY

THE UNDERSIGNED director of Enerpac Tool Group Corp. (the “Corporation”) hereby appoints James P. Denis III and Bryan R. Johnson and each of them singly, as the undersigned’s lawful agent and attorney-in-fact, with full power of substitution and re-substitution, for and on behalf and in the name of the undersigned, to execute and file with the Securities and Exchange Commission post-effective amendments on Form S-8 pursuant to the Securities Act of 1933, as amended (the “Act”), for the purpose of withdrawing from registration under the Act unsold securities registered under the following registration statements on Form S-8, with full power and authority to take or cause to be taken all other actions that in the judgement of such appointed person(s) may be necessary or appropriate to effect withdrawal from registration of such securities:

•Registration No. 333-42353;

•Registration No. 333-61389;

•Registration No. 333-60564; and

•Registration No. 333-179007.

EXECUTED on the 29th day of April, 2022.

/s/ Alfredo Altavilla

Alfredo Altavilla

POWER OF ATTORNEY

THE UNDERSIGNED director of Enerpac Tool Group Corp. (the “Corporation”) hereby appoints James P. Denis III and Bryan R. Johnson and each of them singly, as the undersigned’s lawful agent and attorney-in-fact, with full power of substitution and re-substitution, for and on behalf and in the name of the undersigned, to execute and file with the Securities and Exchange Commission post-effective amendments on Form S-8 pursuant to the Securities Act of 1933, as amended (the “Act”), for the purpose of withdrawing from registration under the Act unsold securities registered under the following registration statements on Form S-8, with full power and authority to take or cause to be taken all other actions that in the judgement of such appointed person(s) may be necessary or appropriate to effect withdrawal from registration of such securities:

•Registration No. 333-42353;

•Registration No. 333-61389;

•Registration No. 333-60564; and

•Registration No. 333-179007.

EXECUTED on the 29th day of April, 2022.

/s/ Judy L. Altmaier

Judy L. Altmaier

POWER OF ATTORNEY

THE UNDERSIGNED director of Enerpac Tool Group Corp. (the “Corporation”) hereby appoints James P. Denis III and Bryan R. Johnson and each of them singly, as the undersigned’s lawful agent and attorney-in-fact, with full power of substitution and re-substitution, for and on behalf and in the name of the undersigned, to execute and file with the Securities and Exchange Commission post-effective amendments on Form S-8 pursuant to the Securities Act of 1933, as amended (the “Act”), for the purpose of withdrawing from registration under the Act unsold securities registered under the following registration statements on Form S-8, with full power and authority to take or cause to be taken all other actions that in the judgement of such appointed person(s) may be necessary or appropriate to effect withdrawal from registration of such securities:

•Registration No. 333-42353;

•Registration No. 333-61389;

•Registration No. 333-60564; and

•Registration No. 333-179007.

EXECUTED on the 29th day of April, 2022.

/s/ J. Palmer Clarkson

J. Palmer Clarkson

POWER OF ATTORNEY

THE UNDERSIGNED director of Enerpac Tool Group Corp. (the “Corporation”) hereby appoints James P. Denis III and Bryan R. Johnson and each of them singly, as the undersigned’s lawful agent and attorney-in-fact, with full power of substitution and re-substitution, for and on behalf and in the name of the undersigned, to execute and file with the Securities and Exchange Commission post-effective amendments on Form S-8 pursuant to the Securities Act of 1933, as amended (the “Act”), for the purpose of withdrawing from registration under the Act unsold securities registered under the following registration statements on Form S-8, with full power and authority to take or cause to be taken all other actions that in the judgement of such appointed person(s) may be necessary or appropriate to effect withdrawal from registration of such securities:

•Registration No. 333-42353;

•Registration No. 333-61389;

•Registration No. 333-60564; and

•Registration No. 333-179007.

EXECUTED on the 29th day of April, 2022.

/s/ Danny L. Cunningham

Danny L. Cunningham

POWER OF ATTORNEY

THE UNDERSIGNED director of Enerpac Tool Group Corp. (the “Corporation”) hereby appoints James P. Denis III and Bryan R. Johnson and each of them singly, as the undersigned’s lawful agent and attorney-in-fact, with full power of substitution and re-substitution, for and on behalf and in the name of the undersigned, to execute and file with the Securities and Exchange Commission post-effective amendments on Form S-8 pursuant to the Securities Act of 1933, as amended (the “Act”), for the purpose of withdrawing from registration under the Act unsold securities registered under the following registration statements on Form S-8, with full power and authority to take or cause to be taken all other actions that in the judgement of such appointed person(s) may be necessary or appropriate to effect withdrawal from registration of such securities:

•Registration No. 333-42353;

•Registration No. 333-61389;

•Registration No. 333-60564; and

•Registration No. 333-179007.

EXECUTED on the 29th day of April, 2022.

/s/ E. James Ferland

E. James Ferland

POWER OF ATTORNEY

THE UNDERSIGNED director of Enerpac Tool Group Corp. (the “Corporation”) hereby appoints James P. Denis III and Bryan R. Johnson and each of them singly, as the undersigned’s lawful agent and attorney-in-fact, with full power of substitution and re-substitution, for and on behalf and in the name of the undersigned, to execute and file with the Securities and Exchange Commission post-effective amendments on Form S-8 pursuant to the Securities Act of 1933, as amended (the “Act”), for the purpose of withdrawing from registration under the Act unsold securities registered under the following registration statements on Form S-8, with full power and authority to take or cause to be taken all other actions that in the judgement of such appointed person(s) may be necessary or appropriate to effect withdrawal from registration of such securities:

•Registration No. 333-42353;

•Registration No. 333-61389;

•Registration No. 333-60564; and

•Registration No. 333-179007.

EXECUTED on the 29th day of April, 2022.

/s/ Richard D. Holder

Richard D. Holder

POWER OF ATTORNEY

THE UNDERSIGNED director of Enerpac Tool Group Corp. (the “Corporation”) hereby appoints James P. Denis III and Bryan R. Johnson and each of them singly, as the undersigned’s lawful agent and attorney-in-fact, with full power of substitution and re-substitution, for and on behalf and in the name of the undersigned, to execute and file with the Securities and Exchange Commission post-effective amendments on Form S-8 pursuant to the Securities Act of 1933, as amended (the “Act”), for the purpose of withdrawing from registration under the Act unsold securities registered under the following registration statements on Form S-8, with full power and authority to take or cause to be taken all other actions that in the judgement of such appointed person(s) may be necessary or appropriate to effect withdrawal from registration of such securities:

•Registration No. 333-42353;

•Registration No. 333-61389;

•Registration No. 333-60564; and

•Registration No. 333-179007.

EXECUTED on the 29th day of April, 2022.

/s/ Lynn C. Minella

Lynn C. Minella

POWER OF ATTORNEY

THE UNDERSIGNED director of Enerpac Tool Group Corp. (the “Corporation”) hereby appoints James P. Denis III and Bryan R. Johnson and each of them singly, as the undersigned’s lawful agent and attorney-in-fact, with full power of substitution and re-substitution, for and on behalf and in the name of the undersigned, to execute and file with the Securities and Exchange Commission post-effective amendments on Form S-8 pursuant to the Securities Act of 1933, as amended (the “Act”), for the purpose of withdrawing from registration under the Act unsold securities registered under the following registration statements on Form S-8, with full power and authority to take or cause to be taken all other actions that in the judgement of such appointed person(s) may be necessary or appropriate to effect withdrawal from registration of such securities:

•Registration No. 333-42353;

•Registration No. 333-61389;

•Registration No. 333-60564; and

•Registration No. 333-179007.

EXECUTED on the 29th day of April, 2022.

/s/ Sydney S. Simmons

Sydney S. Simmons