As filed with the Securities and Exchange Commission on March 26, 1999
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
AMPCO-PITTSBURGH CORPORATION
(Exact name of registrant as specified in its charter)
PENNSYLVANIA 25-1117717
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
600 Grant Street
Suite 4600
Pittsburgh, Pennsylvania 15219-2700
(412) 456-4400
(Address of Principal Executive Offices) (Zip Code)
1997 STOCK OPTION PLAN
(Full title of the plan)
Rose Hoover
Ampco-Pittsburgh Corporation
600 Grant Street
Suite 4600
Pittsburgh, Pennsylvania 15219-2700
(Name and address of agent for service)
(412) 456-4400
(Telephone number, including area code, of agent for service)
------
COPY TO:
Judith R. Thoyer
Paul, Weiss, Rifkind, Wharton & Garrison
1285 Avenue of the Americas
New York, NY 10019-6064
(212) 373-3000
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Maximum Maximum
Title of Amount to be Offering Price Aggregate Offering Amount of
Securities to be Registered Registered (1) Per Share (2) Price (2) Registration Fee (2)
- ---------------------------------- ---------------------- ------------------- ------------------------ --------------------------
<S> <C> <C> <C> <C>
Common Stock, $1.00 par value 300,000 shares $10.09 $3,028,125 $841.82
per share
- ---------------------------------- ---------------------- ------------------- ------------------------ --------------------------
</TABLE>
(1) Consists of 300,000 shares reserved for issuance under the 1997 Stock
Option Plan.
(2) Estimated solely for the purpose of computing the registration fee in
accordance with Rule 457(c) and 457(h)(1) under the Securities Act of 1933,
as amended. Based on the average of the low and high prices of the Common
Stock on March 24, 1999, as reported by The Wall Street Journal.
<PAGE>
EXPLANATORY NOTE
The Section 10(a) prospectus being delivered by Ampco-Pittsburgh
Corporation (the "Company") to participants in the Company's 1997 Stock Option
Plan (the "Plan") as required by Rule 428 under the Securities Act of 1933, as
amended (the "Securities Act"), has been prepared in accordance with the
requirements of Form S-8 and relates to shares of Common Stock, par value $1.00
per share (the "Common Stock"), reserved for issuance pursuant to the Plan. The
Plan information required in the Section 10(a) prospectus is included in
documents being maintained and delivered by the Company as required by Rule 428
under the Securities Act. The Company shall provide to participants in the Plan
a written statement advising them of the availability without charge, upon
written or oral request, of documents incorporated by reference herein, as is
required by Item 2 of Part I of Form S-8.
<PAGE>
PART I
INFORMATION REQUIRED IN
THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION
Not required to be filed in the Registration Statement.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
Not required to be filed in the Registration Statement.
PART II
INFORMATION REQUIRED IN
THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following document filed by the Company with the Securities and
Exchange Commission is incorporated herein by reference:
1. The Company's Annual Report on Form 10-K for the year ended December
31, 1998.
All other documents filed by the Company pursuant to Section 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934 subsequent to the date
of this registration statement and prior to the filing of a post-effective
amendment which indicates that all securities registered hereby have been sold
or which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this registration statement and to be part hereof
from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
The description of the Common Stock contained in the Company's Annual
Report on Form 10-K for the year ended December 31, 1998 is incorporated herein
by reference.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not Applicable.
II-1
<PAGE>
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Sections 1741 and 1742 of the Pennsylvania Business Corporation Law
(the "PBCL") provide that a business corporation shall have the power to
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or proceeding whether civil,
criminal, administrative or investigative, by reason of the fact that such
person is or was a director, officer, employee or agent of another domestic or
foreign corporation for profit or not-for-profit, partnership, joint venture,
trust or other enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by such person in connection with such proceeding, if such person acted in good
faith and in a manner he reasonably believed to be in, or not opposed to, the
best interests of the corporation, and, with respect to any criminal proceeding,
has no reasonable cause to believe his conduct was unlawful. In the case of an
action by or in the right of the corporation, such indemnification is limited to
expenses (including attorneys' fees) actually and reasonably incurred by such
person in connection with the defense or settlement of such action, except that
no indemnification shall be made in respect of any claim, issue or matter as to
which such person has been adjudged to be liable to the corporation, unless, and
only to the extent that, a court determines upon application that, despite the
adjudication of liability but in view of all the circumstances, such person is
fairly and reasonably entitled to indemnity for the expenses that the court
deems proper.
PBCL Section 1744 provides that, unless ordered by a court, any
indemnification referred to above shall be made by the corporation only as
authorized in the specific case upon a determination that indemnification is
proper in the circumstances because the director, officer, employee or agent of
the corporation has met the applicable standard of conduct. Such determination
shall be made:
(1) by the Board of Directors by a majority vote of a quorum
consisting of directors who were not parties to the proceeding; or
(2) if such a quorum is not obtainable or if obtainable and a
majority vote of a quorum of disinterested directors so directs, by independent
legal counsel in a written opinion; or
(3) by the shareholders.
Notwithstanding the above, PBCL Section 1743 provides that to the
extent that a director, officer, employee or agent of a business corporation is
successful on the merits or otherwise in defense of any proceeding referred to
above as contained in sections 1741 and 1742, or in defense of any claim
therein, such person shall be indemnified against expenses (including attorneys'
fees) actually and reasonably incurred by such person in connection therewith.
PBCL Section 1745 provides that expenses (including attorneys' fees)
incurred by an officer, director, employee or agent of a business corporation in
defending any such proceeding may be paid by the corporation in advance of the
final disposition of
II-2
<PAGE>
the action or proceeding upon receipt of an undertaking to repay the amount
advanced if it is ultimately determined that the director, officer, employee or
agent of the corporation is not entitled to be indemnified by the corporation.
PBCL Section 1746 provides that the indemnification and advancement of
expenses provided by, or granted pursuant to, the foregoing provisions is not
exclusive of any other rights to which a person seeking indemnification may be
entitled under any bylaw, agreement, vote of shareholders or disinterested
directors or otherwise both as to action in such person's official capacity and
as to action in another capacity while holding office, and that indemnification
may be granted under any bylaw, agreement, vote of shareholders or directors or
otherwise for any action taken whether or not the corporation would have the
power to indemnify the person under any other provision of law and whether or
not the indemnified liability arises or arose from any threatened, pending or
completed action by or in the right of the corporation, provided, however, that
no indemnification may be made in any case where the act or failure to act
giving rise to the claim for indemnification is determined by a court to have
constituted willful misconduct or recklessness.
The Articles of Incorporation and By-Laws of the registrant provide
that, except as prohibited by law and as described below, the directors and
officers of the registrant shall be indemnified as of right in connection with
any actual or threatened claim, action, suit or proceeding, civil, criminal,
administrative, investigative or other (whether brought by or in the right of
the registrant or otherwise) arising out of their service to the registrant or
to another enterprise at the request of the registrant, except no right to
indemnification shall exist in any case where the act or failure to act giving
rise to the claim to indemnification is determined by a court to have
constituted willful misconduct or recklessness and no such indemnification shall
exist with respect to an action brought by such officer or director against the
registrant.
PBCL Section 1747 permits a Pennsylvania business 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 enterprise, against any liability asserted against such person and
incurred by him in any such capacity, or arising out of his status as such,
whether or not the corporation would have the power to indemnify the person
against such liability under the provisions described above.
The Articles of Incorporation and By-Laws of the registrant also
provide that the registrant may purchase and maintain insurance to protect
itself and any director or officer entitled to indemnification under the By-Laws
against any liability or expense asserted against such person and incurred by
such person in respect of the service of such person to the registrant whether
or not the registrant would have the power to indemnify such person against such
liability or expenses by law or under the provisions of the By-Laws.
The registrant maintains directors' and officers' liability insurance
covering its directors and officers with respect to liabilities, including
liabilities under the Securities Act of 1933, as amended, which they may incur
in connection with their
II-3
<PAGE>
serving as such. Under this insurance, the registrant may receive reimbursement
for amounts as to which the directors and officer are indemnified by the
registrant under the foregoing By-Law indemnification provision. Such insurance
also provides certain additional coverage for the directors and officers against
certain liabilities even though such liabilities may not be covered by the
foregoing By-Law indemnification provisions.
As permitted by PBCL Section 1713, the Articles of Incorporation and
ByLaws of the registrant provide that no director shall be personally liable for
monetary damages for any action taken or any failure to take any action unless
such liability results from the director's breach of duty of performance of duty
or any failure of performance of duty which occurred prior to January 27, 1987.
The PBCL states that this exculpation from liability does not apply to the
responsibility or liability of a director pursuant to any criminal statute or
the liability of a director for the payment of taxes pursuant to Federal, state
or local law. It may also not apply to liabilities imposed upon directors by the
Federal securities laws. PBCL Section 1715(d) creates a presumption, subject to
exceptions, that a director acted in the best interests in the corporation. PBCL
Section 1712, in defining the standard of care a director owes to the
corporation, provides that a director stands in a fiduciary relation to the
corporation and must perform his duties as a director or as a member of any
committee of the Board in good faith, in a manner he reasonably believes to be
in the best interests of the corporation and with such care, including
reasonable inquiry, skill and diligence, as a person or ordinary prudence would
use under similar circumstances.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
Item 8. EXHIBITS
5.1 -- Opinion of Robert F. Schultz, Esq. as to the legality of
shares of Common Stock being registered.
23.1 -- Consent of PricewaterhouseCoopers LLP.
23.2 -- Consent of Robert F. Schultz, Esq. (included in his
opinion filed as Exhibit 5.1).
24.1 -- Power of Attorney (included on the signature page hereto).
Item 9. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:
II-4
<PAGE>
(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. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed
that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the
Securities and Exchange Commission pursuant to Rule 424(b)
if, in the aggregate, the changes in volume and price
represent no more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of Registration
Fee" table in the effective 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.
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the registrant
pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference 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 that time shall be deemed to be the initial bona
fide 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.
(b) The undersigned registrant hereby undertakes that,
for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's
annual report pursuant to Section 13(a) or Section 15(d) of
the Securities Exchange Act of 1934, as amended, that is
incorporated by reference in this registration statement
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.
II-5
<PAGE>
(c) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to
directors, officers and controlling persons of the
registrant pursuant to the registrant's Certificate of
Incorporation or by-laws, by contract, or otherwise, the
registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant 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 Act and will be governed by the final
adjudication of such issue.
II-6
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, 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 Pittsburgh, Commonwealth of Pennsylvania, on
March 26, 1999.
AMPCO-PITTSBURGH CORPORATION
By: /s/ Robert A. Paul
------------------
Robert A. Paul
President and Chief Executive
Officer
We, the undersigned officers and directors of Ampco-Pittsburgh
Corporation, hereby severally constitute Louis Berkman, Robert A. Paul and
Ernest G. Siddons, and each of them singly, our true and lawful
attorneys-in-fact with full power to sign for us and in our names in the
capacities indicated below, any and all amendments, including post-effective
amendments, to this registration statement, and generally do all such things in
our name and behalf in such capacities to enable Ampco-Pittsburgh Corporation to
comply with the applicable provisions of the Securities Act of 1933, as amended,
and all requirements of the Securities and Exchange Commission, and we hereby
ratify and confirm our signatures as they may be signed by our said attorney to
any and all such amendments.
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 indicated:
Signatures Title Date
---------- ----- ----
/s/Louis Berkman Chairman of the Board and March 26, 1999
- -------------------- Director
Louis Berkman
/s/Robert A. Paul President and Chief Executive March 26, 1999
- -------------------- Officer and Director (Principal
Robert A. Paul Executive Officer)
/s/Ernest G. Siddons Executive Vice President and March 26, 1999
- -------------------- Chief-Operating-Officer
Ernest G. Siddons
II-7
<PAGE>
Signatures Title Date
---------- ----- ----
/s/Robert J. Reilly Vice President Finance and March 26, 1999
- -------------------- Treasurer (Principal Financial
Robert J. Reilly and Accounting Officer)
/s/Leonard M. Carroll Director March 26, 1999
- ---------------------
Leonard M. Carroll
/s/William D. Eberle Director March 26, 1999
- ---------------------
William D. Eberle
/s/Laurence E. Paul Director March 26, 1999
- ---------------------
Laurence E. Paul
/s/Carl H. Pforzheimer, III Director March 26, 1999
- ---------------------------
Carl H. Pforzheimer, III
II-8
<PAGE>
INDEX TO EXHIBITS
Sequential Page
Exhibits Number
- -------- ------
5.1 -- Opinion of Robert F. Schultz, Esq. as to the legality of
shares of Common Stock being registered.
23.1 -- Consent of PricewaterhouseCoopers LLP.
23.2 -- Consent of Robert F. Schultz, Esq. (included in his
opinion filed as Exhibit 5.1).
24.1 -- Power of Attorney (included on the signature page
hereto).
EXHIBIT 5.1
[Letterhead of Robert F. Schultz, Esq.]
March 26, 1999
Ampco-Pittsburgh Corporation
600 Grant Street
Pittsburgh, PA 15219-2700
Dear Sirs:
In connection with the Registration Statement on Form S-8 (the
"Registration Statement") relating to the 300,000 shares of Common Stock, par
value $1.00 per share (the "Common Stock"), of Ampco-Pittsburgh Corporation, a
Pennsylvania corporation (the "Company"), under the Company's 1997 Stock Option
Plan (the "Plan"), it is my opinion that all necessary corporate proceedings
have been taken to authorize the issuance of the shares of Common Stock issuable
under the Plan, and all such shares, upon issuance in accordance with the Plan
and upon full payment in cash for such shares, will be validly issued and
outstanding and fully paid and non-assessable. In preparing this opinion, I have
examined certificates of public officials, certificates of officers and copies
certified to my satisfaction of such corporate documents and records of the
Company and such other papers as I have deemed relevant and necessary as a basis
for my opinion. I have relied on such certificates in connection with the
accuracy of factual matters contained in such documents which were not
independently established.
<PAGE>
2
I consent to the use of this opinion in the Registration Statement
and to the reference to my name in the Registration Statement. In giving such
consent, I do not admit that I come within the category of persons whose consent
is required under Section 7 of the Securities Act of 1933, or the Rules and
Regulations of the Securities and Exchange Commission.
Very truly yours,
/s/ Robert F. Schultz, Esq.
---------------------------
Robert F. Schultz, Esq.
Exhibit 23.1
Consent of Independent Accountants
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 for the 1997 Stock Option Plan of Ampco-Pittsburgh
Corporation (Ampco) of our report dated January 27, 1999, which appears on page
24 of the 1998 Annual Report to Shareholders of Ampco, which is incorporated by
reference in the Ampco Annual Report on Form 10-K for the year ended December
31, 1998.
PricewaterhouseCoopers LLP
Pittsburgh, Pennsylvania
March 25, 1999
