<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 12, 1999
REGISTRATION NO. 333-84903
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 4
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
J.L. FRENCH AUTOMOTIVE CASTINGS, INC.*
(Exact name of registrant as specified in its charter)
------------------------
<TABLE>
<S> <C> <C>
DELAWARE 3714 13-3983670
(State or other jurisdiction (Primary Standard (I.R.S. Employer
of Industrial Identification Number)
incorporation or organization) Classification Code Number)
</TABLE>
------------------------
4508 IDS CENTER, MINNEAPOLIS, MINNESOTA 55402
TELEPHONE: (612) 332-2335
(Address, including zip code, and telephone number,
including area code, of Registrants' principal offices)
THOMAS C. DINOLFO
TREASURER AND CHIEF FINANCIAL OFFICER
J.L. FRENCH AUTOMOTIVE CASTINGS, INC.
3101 S. TAYLOR, P.O. BOX 1024, SHEBOYGAN, WI 53082
TELEPHONE: (920) 458-7724
(Address, including zip code, and telephone number, including area code, of
Agent for Service)
Copy to:
CARTER W. EMERSON, P.C.
KIRKLAND & ELLIS
200 EAST RANDOLPH DRIVE, CHICAGO, IL 60601
TELEPHONE: (312) 861-2000
*The companies that are listed on the next page are also included in this Form
S-4 Registration Statement as additional Registrants.
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: The
exchange will occur as soon as practicable after the effective date of this
Registration Statement.
------------------------
If the securities being registered on this form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, please check the following box: / /
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. / /
------------------------
THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
WILL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT BECOMES EFFECTIVE ON
SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY
DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
<TABLE>
<CAPTION>
JURISDICTION OF I.R.S. EMPLOYER
EXACT NAME OF ADDITIONAL REGISTRANTS* FORMATION IDENTIFICATION NO.
- ------------------------------------- --------------- ------------------
<S> <C> <C>
French Holdings, Inc........................................ Delaware 39-1850518
J.L. French Corporation..................................... Wisconsin 39-1098901
Allotech International, Inc................................. Wisconsin 39-1595832
</TABLE>
- ------------------------
* The address for each of the additional Registrants is c/o J.L. French
Automotive Castings, Inc., 4508 IDS Center, Minneapolis, Minnesota 55402 and
the primary standard industrial classification code number for each of the
additional Registrants is 3714.
<PAGE>
PART II: INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 20: INDEMNIFICATION OF DIRECTORS AND OFFICERS.
French Automotive is incorporated under the laws of the State of Delaware.
Section 145 of the General Corporation Law of the State of Delaware (the "DGCL")
provides that a Delaware corporation may indemnify any persons who are, or are
threatened to be made, parties to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of such corporation), by reason of the
fact that such person is or was an officer, director, employee or agent of such
corporation, or is or was serving at the request of such corporation as a
director, officer, employee or agent of another corporation or enterprise. The
indemnity may include expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding, provided such person acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
corporation's best interests and, with respect to any criminal action or
proceeding, had no reasonable cause to believe that his conduct was illegal. A
Delaware corporation may indemnify any persons who are, or are threatened to be
made, a party to any threatened, pending or completed action or suit by or in
the right of the corporation by reason of the fact that such person was a
director, officer, employee or agent of such corporation, or is or was serving
at the request of such corporation as a director, officer, employee or agent of
another corporation or enterprise. The indemnity may include expenses (including
attorneys' fees) actually and reasonably incurred by such person in connection
with the defense or settlement of such action or suit, provided such person
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the corporation's best interests except that no indemnification is
permitted without judicial approval if the officer or director is adjudged to be
liable to the corporation. Where an officer or director is successful on the
merits or otherwise in the defense of any action referred to above, the
corporation must indemnify him against the expenses which such officer or
director has actually and reasonably incurred.
Article Six of the Restated Certificate of Incorporation of French
Automotive provides that no director of the corporation shall be personally
liable to French Automotive or its stockholders for monetary damages arising
from a breach of fiduciary duty owed to French Automotive or its stockholders,
except for liability (1) for any breach of the director's duty of loyalty to
French Automotive or its stockholders, (2) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
(3) pursuant to Section 174 of the DGCL or (4) for any transaction from which
the director derived an improper personal benefit.
Article V of French Automotive's Amended and Restated By-laws provides that
each person who was or is made a party or is threatened to be made a party to or
is involved in any action, suit or proceeding, whether civil, criminal,
administrative, or investigative (hereinafter "a proceeding"), by reason of the
fact that he or she, or a person of whom he or she is the legal representative,
is or was a director or officer, of French Automotive or is or was serving at
the request of French Automotive as a director, officer, employee, fiduciary, or
agent of another corporation or of a partnership, joint venture, trust, or other
enterprise, shall be indemnified and held harmless by French Automotive to the
fullest extent which it is empowered to do so unless prohibited from doing so by
the DGCL against all expense, liability and loss (including attorney's fees
actually and reasonably incurred by such person in connection with such
proceeding) and such indemnification shall inure to the benefit of his or her
heirs, executors, administrators; provided, however, that French Automotive
shall indemnify any such person seeking indemnification in connection with a
proceeding initiated by such person only if such proceeding was authorized by
the board of directors of French Automotive. The right to indemnification
conferred by French Automotive's By-Laws is a contract right and includes the
right to be paid by French Automotive the expenses incurred defending any such
proceeding in advance of its final disposition. French Automotive may, by action
of its board of directors, provide indemnification to
II-1
<PAGE>
employees and agents of French Automotive with the same scope and effect as the
indemnification of its directors and officers.
Article V of French Automotive's By-laws further provides that the rights to
indemnification and to the advancement of expenses conferred in Article V are
not exclusive of any other right which any person has under French Automotive's
Amended and Restated Certificate of Incorporation or under any statute, bylaw,
agreement, vote of stockholders or disinterested directors or otherwise.
Section 145 of the DGCL further authorizes a corporation to purchase and
maintain insurance on behalf of any person who is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation or
enterprise, against any liability asserted against him and incurred by him in
any such capacity, arising out of his status as such, whether or not the
corporation would otherwise have the power to indemnify him under Section 145.
All of the directors and officers of French Automotive are covered by insurance
policies maintained and held in effect by French Automotive against certain
liabilities for actions taken in such capacities, including liabilities under
the Securities Act.
French Holdings, Inc. is also incorporated under the laws of the State of
Delaware. Under French Holdings, Inc.'s Restated Certificate of Incorporation,
it is required to indemnify its directors and officers to the fullest extent
authorized by the DGCL. French Holdings' Restated Certificate provides that its
directors shall not be personally liable to French Holdings or its stockholders
for monetary damages for breach of fiduciary duty as a director, except for
liability (1) for any breach of the director's duty of loyalty to French
Holdings or its stockholders, (2) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (3) under
Section 174 of the DGCL, or (4) for any transaction from which the director
derived any improper personal benefit.
J.L. French Corporation and Allotech International, Inc. are both
incorporated under the laws of the State of Wisconsin, and as such, are
obligated to indemnify their officers and directors in accordance with Wisconsin
Corporation Law. Sections 180.0850 to 180.0859 of the Wisconsin Corporate
Statutes require a corporation to indemnify any director or officer who is a
party to any threatened, pending or completed civil, criminal, administrative or
investigative action, suit, arbitration or other proceeding, whether formal or
informal, which involves foreign, federal, state or local law and which is
brought by or in the right of the corporation or by any other person. A
corporation's obligation to indemnify any such person includes the obligation to
pay any judgment, settlement, penalty, assessment, forfeiture or fine, including
any excise tax assessed with respect to an employee benefit plan, and all
reasonable expenses including fees, costs, charges, disbursements, attorney's
and other expenses except in those cases in which liability was incurred as a
result of the breach or failure to perform a duty which the director or officer
owes to the corporation and the breach or failure to perform constitutes: (1) a
willful failure to deal fairly with the corporation or its shareholders in
connection with a matter in which the director or officer has a material
conflict of interest; (2) a violation of criminal law, unless the person has
reasonable cause to believe his conduct was lawful or had no reasonable cause to
believe his conduct was unlawful; (3) a transaction from which the person
derived an improper personal profit; or (4) willful misconduct.
II-2
<PAGE>
ITEM 21. EXHIBITS.
(a) The following exhibits are filed as part of this Registration Statement or
incorporated by reference herein:
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- --------------------- -----------
<C> <S>
1.1 Purchase Agreement, dated May 25, 1999, among J.L. French
Automotive Castings, Inc., and French Holdings, Inc., J.L.
French Corporation and Allotech International, Inc.
(collectively, the "SUBSIDIARY GUARANTORS") and Banc of
America Securities LLC and Chase Securities Inc.
(collectively, the "INITIAL PURCHASERS").*
2.1 Recapitalization Agreement, dated March 29, 1999, by and
among J.L. French Automotive Castings, Inc., the
stockholders listed on the signature pages thereto and JLF
Acquisition LLC.*
2.2 Amendment No. 1 to Recapitalization Agreement, dated
April 21, 1999, by and among J.L. French Automotive
Castings, Inc., JLF Acquisition LLC and Windward Capital
Partners, L.P.*
2.3 Stock Purchase Agreement, dated September 10, 1999, among
J.L. French Automotive Castings, Inc. and the stockholders
and option holders of Nelson Metal Products Corporation
identified on the signature pages thereto.
3.1 Restated Certificate of Incorporation of J.L. French
Automotive Castings, Inc.
3.2 By-laws of J.L. French Automotive Castings, Inc.*
3.3 Restated Certificate of Incorporation of French
Holdings, Inc.*
3.4 Amended and Restated By-laws of French Holdings, Inc.*
3.5 Articles of Incorporation of J.L. French Corporation*
3.6 By-laws of J.L. French Corporation*
3.7 Articles of Incorporation of Allotech International, Inc.*
3.8 By-laws of Allotech International, Inc.*
4.1 Indenture, dated May 28, 1999, by and among J.L. French
Automotive Castings, Inc., the Subsidiary Guarantors and
U.S. Bank Trust National Association, as trustee.*
4.2 Registration Rights Agreement, dated May 28, 1999, by and
among J.L. French Automotive Castings, Inc., the Subsidiary
Guarantors and the Initial Purchasers.*
5.1 Opinion of Kirkland & Ellis regarding the validity of the
securities offered hereby.*
5.2 Opinion of Olsen, Kloet, Gunderson & Conway.*
8.1 Opinion of Kirkland & Ellis regarding federal income tax
considerations.*
10.1 Amended and Restated Credit Agreement, dated October 15,
1999, among J.L. French Automotive Castings, Inc.,
Automotive Components Investments Limited, Morris Ashby
Limited, the several banks and other financial institutions
from time to time parties to the agreement (the "LENDERS"),
Bank of America NT&SA, as syndication agent for the Lenders,
Chase Manhattan International Limited, as administrative
agent for the English Lenders, and the Chase Manhattan Bank,
as administrative agent for the Lenders.*
10.2 Investor Stockholders Agreement, dated April 21, 1999, by
and among J.L. French Automotive Castings, Inc., Onex
American Holdings LLC, J2R Partners III and the stockholders
listed on the signature pages thereto (the "STOCKHOLDERS
AGREEMENT").*
</TABLE>
II-3
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- --------------------- -----------
<C> <S>
10.3 Registration Agreement, dated April 21, 1999, by and among
J.L. French Automotive Castings, Inc. and the investors
listed on the signature pages thereto (the "REGISTRATION
AGREEMENT").*
10.4 Management Agreement, dated April 21, 1999, by and between
J.L. French Automotive Castings, Inc. and Hidden Creek
Industries*
10.5 Joinder and Rights Agreement, dated October 15, 1999, by and
between J.L. French Automotive Castings, Inc., Onex Advisor
LLC and each of the other persons listed on the signature
pages thereto, relating to the Stockholders Agreement and
the Registration Agreement*.
10.6 Joinder and Rights Agreement, dated October 15, 1999, by and
between J.L. French Automotive Castings, Inc. and Tower
Automotive, Inc., relating to the Stockholders Agreement and
the Registration Agreement.*
10.7 Sublease Agreement, dated March 25, 1998, by and between
J.L. French Corporation and American Bumper & Mfg. Co.*
10.8 Employment Agreement, dated April 1, 1997, by and between
Morris Ashby plc and Paul A. Buckley.*
10.9 Employment Agreement, dated April 30, 1998, by and between
Fundiciones Viuda de Ansola S.A. and Juan Manuel Orbea
Soroa.*
10.10 Employment Agreement, dated April 30, 1998, by and between
Ansola Acquisition Corporation, S.R.L. and Juan Manuel
Orbea.*
10.11 Management Stockholders Agreement dated July 16, 1999, by
and between J.L. French Automotive Castings, Inc., Onex
American Holdings LLC and the individuals named on
Schedule I thereto.*
10.12 Form of Stock Subscription Agreement by and between J.L.
French Automotive Castings, Inc. and certain members of
management purchasing common stock (including a schedule
identifying Subscription Agreements executed by Charles M.
Waldon, Paul A. Buckley, Thomas C. Dinolfo, Donald W.
Porritt, Lowell E. Shoaf and Stephen R. Southern).*
10.13 7.50% Convertible Subordinated Promissory Note issued
October 14, 1999 by J.L. French Automotive Castings, Inc. to
Tower Automotive, Inc.*
10.14 Stock Purchase Agreement, dated October 14, 1999, by and
among J.L. French Automotive Castings, Inc., Onex American
Holdings LLC, J2R Partners III and the persons set forth on
Schedule A attached thereto.*
12.1 Statement Regarding Computation of Earnings to Fixed Charges
and Pro Forma Earnings to Fixed Charges.*
21.1 Subsidiaries of J.L. French Automotive Castings, Inc.*
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of PricewaterhouseCoopers LLP, Birmingham, United
Kingdom.*
23.6 Consents of Kirkland & Ellis (included in Exhibits 5.1 and
8.1).*
23.7 Consent of Olsen, Kloet, Gunderson & Conway (included in
Exhibit 5.2).*
24.1 Power of Attorney.*
25.1 Statement of Eligibility of Trustee on Form T-1 under the
Trust Indenture Act of 1939 of U.S. Bank Trust National
Association.*
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- --------------------- -----------
<C> <S>
27.1 Financial data schedule.*
99.1 Form of Letter of Transmittal.*
99.2 Form of Notice of Guaranteed Delivery.*
99.3 Form of Tender Instructions.*
</TABLE>
- ------------------------
* Previously filed.
(b) No financial statement schedules are required to be filed herewith pursuant
to this Item.
ITEM 22. UNDERTAKINGS.
(a) The undersigned registrants hereby undertake:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement;
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at the time shall be deemed to
be the initial bonafide offering thereof;
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering; and
(4) The undersigned registrants hereby undertake as follows: that prior
to any public reoffering of the securities registered hereunder through use
of a prospectus which is a part of this registration statement, by any
person or party who is deemed to be an underwriter within the meaning of
Rule 145(c), the issuer undertakes that such reoffering prospectus will
contain the information called for by the applicable registration form with
respect to reofferings by persons who may be deemed underwriters, in
addition to the information called for by the other items of the applicable
form.
(5) The registrants undertake that every prospectus: (i) that is filed
pursuant to paragraph (1) immediately preceding, or (ii) that purports to
meet the requirements of Section 10(a)(3) of the Act and is used in
connection with an offering of securities subject to Rule 415, will be filed
as part of an amendment to the registration statement and will not be used
until such amendment is effective, and that, for purposes of determining any
liability under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(b) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrants pursuant to the provisions described in
II-5
<PAGE>
Item 20, or otherwise, the registrants have been advised that in the opinion of
the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by the registrants of expenses incurred or paid by a directors,
officer or controlling person of the registrants in the successful defense of
any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue
(c) The undersigned hereby undertake to respond to requests for information
that is incorporated by reference into the prospectus pursuant to Items 4,
10(b), 11 or 13 of this Form, within one business day of receipt of such
request, and to send the incorporated documents by first class mail or other
equally prompt means. This includes information contained in documents filed
subsequent to the date of the registration statement through the date of
responding to the request.
(d) The undersigned registrants hereby undertake to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective.
II-6
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, J.L. French
Automotive Castings, Inc. duly caused this Amendment No. 4 to the Registration
Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto
duly authorized, in City of Sheboygan, State of Wisconsin, on the 12(th) day of
November, 1999.
<TABLE>
<S> <C> <C>
J.L. FRENCH AUTOMOTIVE CASTINGS, INC.
By: *
-----------------------------------------
Charles M. Waldon
PRESIDENT, CHIEF EXECUTIVE OFFICER AND
DIRECTOR
</TABLE>
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 4 to the Registration Statement has been signed by the following persons in
the capacities and on the dates indicated on the 12(th) day of November, 1999.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<C> <S>
*
-------------------------------------- Chairman and Director
S.A. Johnson
*
-------------------------------------- President, Chief Executive Officer (Principal
Charles M. Waldon Executive Officer) and Director
*
-------------------------------------- Treasurer and Chief Financial Officer
Thomas C. Dinolfo (Principal Financial and Accounting Officer)
/s/ CARL E. NELSON
-------------------------------------- Director
Carl E. Nelson
/s/ DOUGLAS B. TRUSSLER
-------------------------------------- Director
Douglas B. Trussler
*
-------------------------------------- Director
Dugald K. Campbell
*
-------------------------------------- Director
A. Kipp Koester
</TABLE>
II-7
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<C> <S>
*
-------------------------------------- Director
John E. Lindahl
*
-------------------------------------- Director
Eric J. Rosen
*
-------------------------------------- Director
Karl F. Storrie
</TABLE>
<TABLE>
<S> <C> <C> <C>
By: /s/ CARL E. NELSON
---------------------------------
Carl E. Nelson
ATTORNEY-IN-FACT
</TABLE>
II-8
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, French
Holdings, Inc. duly caused this Amendment No. 4 to the Registration Statement on
Form S-4 to be signed on its behalf by the undersigned, thereunto duly
authorized, in City of Sheboygan, State of Wisconsin, on the 12(th) day of
November, 1999.
<TABLE>
<S> <C> <C>
FRENCH HOLDINGS, INC
By: *
-----------------------------------------
Charles M. Waldon
PRESIDENT AND DIRECTOR
</TABLE>
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 4 to the Registration Statement has been signed by the following persons in
the capacities and on the dates indicated on the 12(th) day of November, 1999.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<C> <S>
*
-------------------------------------- President, Chief Executive Officer
Charles M. Waldon (Principal Executive Officer) and Director
*
-------------------------------------- Chief Financial Officer and Director
Thomas C. Dinolfo
/s/ CARL E. NELSON
-------------------------------------- Director
Carl E. Nelson
</TABLE>
<TABLE>
<S> <C> <C> <C>
By: /s/ CARL E. NELSON
---------------------------------
Carl E. Nelson
ATTORNEY-IN-FACT
</TABLE>
II-9
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, J.L. French
Corporation duly caused this Amendment No. 4 to the Registration Statement on
Form S-4 to be signed on its behalf by the undersigned, thereunto duly
authorized, in City of Sheboygan, State of Wisconsin, on the 12(th) day of
November, 1999.
<TABLE>
<S> <C> <C>
J.L. FRENCH CORPORATION
By: *
-----------------------------------------
Charles M. Waldon
PRESIDENT AND DIRECTOR
</TABLE>
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 4 to the Registration Statement has been signed by the following persons in
the capacities and on the dates indicated on the 12(th) day of November, 1999.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<C> <S>
*
-------------------------------------- President, Chief Executive Officer
Charles M. Waldon (Principal Executive Officer) and Director
*
-------------------------------------- Chief Financial Officer and Director
Thomas C. Dinolfo
/s/ CARL E. NELSON
-------------------------------------- Director
Carl E. Nelson
</TABLE>
<TABLE>
<S> <C> <C> <C>
By: /s/ CARL E. NELSON
---------------------------------
Carl E. Nelson
ATTORNEY-IN-FACT
</TABLE>
II-10
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Allotech
International, Inc. duly caused this Amendment No. 4 to the Registration
Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto
duly authorized, in City of Sheboygan, State of Wisconsin, on the 12(th) day of
November, 1999.
<TABLE>
<S> <C> <C>
ALLOTECH INTERNATIONAL, INC.
By: *
-----------------------------------------
Charles M. Waldon
PRESIDENT AND DIRECTOR
</TABLE>
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 4 to the Registration Statement has been signed by the following persons in
the capacities and on the dates indicated on the 12(th) day of November, 1999.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<C> <S>
*
-------------------------------------- President, Chief Executive Officer
Charles M. Waldon (Principal Executive Officer) and Director
*
-------------------------------------- Chief Financial Officer and Director
Thomas C. Dinolfo
/s/ CARL E. NELSON
-------------------------------------- Director
Carl E. Nelson
*
-------------------------------------- Director
Daniel F. Moorse
</TABLE>
<TABLE>
<S> <C> <C> <C>
By: /s/ CARL E. NELSON
---------------------------------
Carl E. Nelson
ATTORNEY-IN-FACT
</TABLE>
II-11
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our
reports and to all references to our Firm included in or made a part of this
registration statement.
ARTHUR ANDERSEN LLP
Minneapolis, Minnesota
November 12, 1999
