-----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, CQBNn2fbnSVVdsnx+f4r5tAZFRH5Q7zwfQxf1mYIZX8m5jL3H5M+u7saySWV3Im7 0Ao6w1kSDmpRqW8wsr02wA== 0000922907-98-000011.txt : 19980309 0000922907-98-000011.hdr.sgml : 19980309 ACCESSION NUMBER: 0000922907-98-000011 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19980306 EFFECTIVENESS DATE: 19980306 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: ATCHISON CASTING CORP CENTRAL INDEX KEY: 0000911115 STANDARD INDUSTRIAL CLASSIFICATION: IRON & STEEL FOUNDRIES [3320] IRS NUMBER: 431572203 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-47477 FILM NUMBER: 98559369 BUSINESS ADDRESS: STREET 1: 400 S 4TH ST CITY: ATCHISON STATE: KS ZIP: 66002 BUSINESS PHONE: 9133672121 MAIL ADDRESS: STREET 1: 400 SOUTH 4TH STREET CITY: ATCHISON STATE: KS ZIP: 66002 S-8 1 ATCHISON CASTING S-8 As filed with the Securities and Exchange Commission on March 6, 1998 Registration No. 333-__________ - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form S-8 REGISTRATION STATEMENT Under The Securities Act of 1933 ATCHISON CASTING CORPORATION (Exact name of Registrant as specified in its charter) Kansas 48-1156578 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 400 South Fourth Street Atchison, Kansas 66002-0188 (Address, including zip code, of Registrant's principal executive offices) ATCHISON CASTING 1993 INCENTIVE STOCK PLAN (Full title of the Plan) Hugh H. Aiken Chairman of the Board, President and Chief Executive Officer Atchison Casting Corporation 400 South Fourth Street Atchison, Kansas 66002-0188 (913) 367-2121 (Name, address and telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE ===================================== =============== ================== ================= ================ Proposed Proposed maximum Title of securities to be registered Amount to be maximum aggregate offering Amount of registered offering price per price registration fee share - -------------------------------------- ---------------- ------------------ -------------- ---------------- Common Stock, par value $.01 per share 400,000 shares $16.00 (1) $6,400,000 (1) $1,888.00 (1) ====================================== ================ ================== ============== ================ (1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) under the Securities Act of 1933 based on the average of the high and low prices reported on February 27, 1998.
This Registration Statement on Form S-8 of Atchison Casting Corporation (the "Company") is being filed in accordance with General Instruction E to Form S-8 for the purpose of registering additional shares of the Company's Common Stock, par value $.01 per share, issuable under the Atchison Casting Incentive Stock Plan, as amended and restated (the "Plan"). The shares to be registered hereunder are in addition to shares which were previously registered by the Company's Registration Statement on Form S-8, Registration No. 33-81908, filed with the Securities and Exchange Commission on July 25, 1994 (the "Prior Registration Statement"). The contents of the Company's Prior Registration Statement on Form S-8 are incorporated herein by reference, except to the extent supplemented below. Item 8: Exhibits The following additional exhibits are hereby enclosed for filing: EXHIBIT NUMBER 4.1 Articles of Incorporation of Atchison Casting Corporation, a Kansas corporation (incorporated by reference to Exhibit 4.1 of the Company's Quarterly Report on Form 10-Q for the quarter ended December 31, 1994). 4.2 By-Laws of Atchison Casting Corporation, a Kansas corporation (incorporated by reference to Exhibit 4.2 of the Company's Quarterly Report on Form 10-Q for the quarter ended December 31, 1994). 4.3(a) Credit Agreement dated as of May 24, 1996 by and among the Company, the banks party thereto and Harris Trust and Savings Bank, as Agent (incorporated by reference to Exhibit 4.1 of the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 1996). 4.3(b) First Amendment dated as of May 12, 1997 to Credit Agreement dated as of May 24, 1996 by and among the Company, the banks party thereto and Harris Trust and Savings Bank, as Agent (incorporated by reference to Exhibit 4.4(b) of Amendment No. 2 to Form S-2 Registration Statement No. 333-25157 filed May 19, 1997). 4.4(a) Note Purchase Agreement dated as of July 29, 1994 between the Company and Teachers Insurance and Annuity Association of America pursuant to which the Company's 8.44% Senior Notes due 2004 were issued (incorporated by reference to Exhibit 4.3 of the Company's Annual Report on Form 10-K for the year ended June 30, 1994). 4.4(b) First Amendment dated as of March 8, 1996 to the Note Purchase Agreement dated July 29, 1994, between the Company and Teachers Insurance and Annuity Association of America (incorporated by reference to Exhibit 4.2 of the Company's Current Report on Form 8-K dated March 25, 1996). 1 4.4(c) Second Amendment dated as of May 24, 1996 to the Note Purchase Agreement dated July 29, 1994, between the Company and Teachers Insurance and Annuity Association of America (incorporated by reference to Exhibit 4.2(c) of the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 1996). 4.5 Specimen stock certificate (incorporated by reference to Exhibit 4.3 of Amendment No. 2 to Form S-2 Registration Statement No. 333-25157 filed May 19, 1997). 5.1 Opinion of Blackwell Sanders Matheny Weary & Lombardi LLP. 23.1 Consent of Blackwell Sanders Matheny Weary & Lombardi LLP (included in Exhibit 5.1). 23.2 Consent of Deloitte & Touche LLP. 24.1 Powers of Attorney (included in signature page to Registration Statement). 2 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Company 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 Atchison, State of Kansas, on February 20, 1998. ATCHISON CASTING CORPORATION By: /s/ Hugh H. Aiken ------------------------------------- Hugh H. Aiken Chairman of the Board, President and Chief Executive Officer POWER OF ATTORNEY We, the undersigned directors and officers of Atchison Casting Corporation, do hereby constitute and appoint Hugh H. Aiken and Kevin T. McDermed, and each of them, our true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for us and in our name, place and stead, in any and all capacities, to sign any and all amendments to this Registration Statement, and any additional Registration Statements filed pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and we do hereby ratify and confirm all that said attorneys-in-fact and agents, or their substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates stated. Name Capacity Date ----- -------- ---- /s/ Hugh H. Aiken Chairman of the Board, February 20, 1998 - -------------------------------- President, Chief Executive Hugh H. Aiken Officer and Director (Principal Executive Officer) 3 /s/ Kevin T. McDermed Vice President, February 16, 1998 - ------------------------------- Chief Financial Officer, Kevin T. McDermed Treasurer, and Secretary (Principal Financial Officer and Principal Accounting Officer) /s/ David L. Belluck Director February 25, 1998 - ------------------------------- David L. Belluck /s/ John O. Whitney Director February 20, 1998 - ------------------------------- John O. Whitney /s/ Ray H. Witt Director February 20, 1998 - ------------------------------- Ray H. Witt /s/ Stuart Z. Uram Director February 20, 1998 - ------------------------------- Stuart Z. Uram 4 EX-5 2 EXHIBIT 5.1 EXHIBIT 5.1 [Blackwell Sanders Matheny Weary & Lombardi LLP letterhead] March 4, 1998 Atchison Casting Corporation 400 South Fourth Street Atchison, Kansas 66002-0188 Ladies and Gentlemen: We refer to the Registration Statement of Atchison Casting Corporation (the "Company") on Form S-8 to be filed with the Securities and Exchange Commission for the purpose of registering under the Securities Act of 1933, as amended, 400,000 additional shares of the Company's common stock, par value $.01 per share (the "Common Stock"), to be issued under the Atchison Casting 1993 Incentive Stock Plan, as amended and restated (the "Plan"). We are familiar with the proceedings to date with respect to such proposed sale and have examined such records, documents and matters of law and satisfied ourselves as to such matters of fact as we have considered relevant for the purposes of this opinion. Based upon the foregoing, it is our opinion that the 400,000 additional shares of Common Stock to be issued under the Plan have been duly authorized, and, when purchased in accordance with the Plan, will be legally issued, fully paid and non-assessable. We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement. Very truly yours, /s/ Blackwell Sanders Matheny Weary & Lombardi LLP EX-23 3 EXHIBIT 23.2 EXHIBIT 23.2 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of Atchison Casting Corporation on Form S-8 of our report dated August 14, 1997, appearing in the Annual Report on Form 10-K of Atchison Casting Corporation for the year ended June 30, 1997. We also consent to the reference to us under the heading "EXPERTS" in the Prospectus, which is part of this Registration Statement. /s/ Deloitte & Touche LLP Kansas City, Missouri March 4, 1998 -----END PRIVACY-ENHANCED MESSAGE-----