<PAGE>
As filed with the Securities and Exchange Commission on July 10, 1998
Registration No. 333-58359
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
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Hussmann International, Inc.
(Exact name of registrant as specified in its charter)
Delaware 43-1791715
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
12999 St. Charles Rock Road 63044-2483
Bridgeton, Missouri (Zip Code)
(Address of principal executive offices)
Hussmann International, Inc.
Stock Incentive Plan
(Full title of the plan)
Burton Halpern
Vice President, General Counsel and Secretary
Hussmann International, Inc.
12999 St. Charles Rock Road
Bridgeton, Missouri 63044-2483
(314) 291-2000
(Name, address, and telephone number,
including area code, of agent for service)
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
================================================================================================
Proposed Proposed
Title of Amount Maximum Maximum Amount of
Securities to be to be Offering Aggregate Registration Fee
Registered Registered Price Per Offering
Share Price
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 3,206,795 shares(1) $18.5625(2) $59,526,132.19(2) $17,560.21
$.001 par value
Preferred Stock 3,206,795 rights (3) (3) (3)
Purchase Rights
================================================================================================
</TABLE>
(1) This registration statement also covers such additional and indeterminate
number of shares as may become issuable because of the provisions of the
Hussmann International, Inc. Stock Incentive Plan (the "Plan") relating to
adjustments for changes resulting from a stock dividend, spin-off, split-
up, recapitalization, merger, consolidation, combination or exchange of
shares, or similar change.
(2) Estimated solely for the purpose of calculating the registration fee and,
pursuant to Rule 457(h) under the Securities Act of 1933, based upon the
average of the high and low sale prices of the Common Stock reported on the
New York Stock Exchange on June 26, 1998.
(3) Rights to purchase Series A Junior Participating Preferred Stock (the
"Rights") initially are attached to and trade with the shares of Common
Stock being registered hereby. Value attributable to such Rights, if any,
is reflected in the market price of the Common Stock.
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<PAGE>
Registration of Additional Securities
On January 23, 1998, Hussmann International, Inc., a Delaware corporation
(the "Registrant"), filed with the Securities and Exchange Commission a
Registration Statement on Form S-8 (Registration No. 333-44799) (the "Prior
Registration Statement") in order to register shares of its common stock, $.001
par value per share ("Hussmann Common Stock"), and the Rights for issuance under
the Hussmann International, Inc. Stock Incentive Plan (the "Plan").
In accordance with General Instruction E to Form S-8, this Registration
Statement is being filed in order to register additional shares of Hussmann
Common Stock and additional Rights for issuance under the Plan. The contents of
the Prior Registration Statement, which became effective on January 23, 1998,
are incorporated herein by reference.
The required opinion and consents are listed on the Exhibit Index attached
hereto.
<PAGE>
SIGNATURES
The Registrant. 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
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Chicago, State of Illinois on this 26th day of
February, 1998.
HUSSMANN INTERNATIONAL, INC.
By: MICHAEL D. NEWMAN
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Michael D. Newman
Senior Vice President-Chief Financial Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
immediately below constitutes and appoints Burton Halpern and Michael D. Newman,
and each or either of them, his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same
with all exhibits thereto and other documents in connection therewith with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents or any of them, or their or his
substitute or 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 indicated, on this 26th day of February, 1998.
<TABLE>
Signature Title
--------- -----
<S> <C>
J. LARRY VOWELL President and Chief Executive Officer
- ------------------------- (principal executive officer and Director)
J. Larry Vowell
MICHAEL D. NEWMAN Senior Vice President-Chief Financial
- ------------------------- Officer (principal financial and
Michael D. Newman accounting officer)
</TABLE>
<PAGE>
RICHARD G. CLINE Chairman of The Board of Directors
- -------------------------------
Richard G. Cline
J. JOE ADORJAN Director
- -------------------------------
J. Joe Adorjan
LAWRENCE A. DEL SANTO Director
- -------------------------------
Lawrence A. Del Santo
R. RANDOLPH DEVENING Director
- -------------------------------
R. Randolph Devening
ARCHIE R. DYKES Director
- -------------------------------
Archie R. Dykes
VICTORIA B. JACKSON-GREGORICUS Director
- -------------------------------
Victoria B. Jackson-Gregoricus
<PAGE>
EXHIBIT INDEX
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Exhibit
No. Description
- ------- -----------
5* Opinion of Sidley & Austin.
23.1* Consent of KPMG Peat Marwick LLP.
23.2* Consent of Sidley & Austin (contained in Exhibit 5 hereto).
24 Powers of Attorney (contained on the signature page to this
Registration Statement).
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* Previously filed.
