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REGISTRATION NO. 33-18791
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
POST-EFFECTIVE AMENDMENT NO. 2 TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
JASON INCORPORATED
(Exact name of registrant as specified in its charter)
WISCONSIN 39-1756840
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
411 EAST WISCONSIN AVENUE, SUITE 2120
MILWAUKEE, WISCONSIN 53202
(Address of principal executive offices) (zip code)
JASON INCORPORATED EMPLOYEE SAVINGS & PROFIT SHARING PLAN
(Full title of the plan)
VINCENT L. MARTIN
JASON INCORPORATED
411 EAST WISCONSIN AVENUE, SUITE 2120
MILWAUKEE, WISCONSIN 53202
(414) 277-9300
(Name and address, including zip code, of agent for service)
(Telephone number, including area code, of agent for service)
COPY TO:
Benjamin G. Lombard, Esq.
Reinhart, Boerner, Van Deuren,
Norris & Rieselbach, s.c.
1000 North Water Street, Suite 2100
Milwaukee, Wisconsin 53202
(414) 298-1000
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EXPLANATORY NOTE
Jason Incorporated (the "Company") previously registered $2,500,000 of plan
interests under the Jason Incorporated Employee Savings & Profit Sharing Plan
(the "401(k) Plan"), together with an indeterminable amount of shares of its
common stock, $0.10 par value per share ("Common Stock"), on Form S-8 (File No.
33-18791) (the "Registration Statement") which was filed with the Securities
Exchange Commission on December 1, 1987.
On August 4, 2000, the Company consummated a going-private transaction (the
"Merger") in which a newly formed entity merged with and into the Company. In
the Merger, which was approved by the Company's stockholders on June 27, 2000,
the Company's public shareholders received $11.25 per share in cash for the
approximately 17.77 million shares owned by them, representing approximately 85%
of the shares outstanding. The remaining outstanding shares were exchanged for
shares in the new company by Saw Mill Capital LLC, a New York based private
equity firm, and its affiliates and by or on behalf of members of the Company's
senior management.
As a result of the Merger, the Company delisted its Common Stock from the NASDAQ
National Market and has filed to deregister its Common Stock under the
Securities Exchange Act of 1934.
The purpose of this Post-Effective Amendment No. 2 to the Registration Statement
is to terminate the Registration Statement and to deregister all of the shares
of Common Stock and interests originally registered thereby which remain
outstanding as of such termination.
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SIGNATURES
Pursuant to the requirements of the Securities Act, 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
Milwaukee, Wisconsin, on the day of October 24, 2000.
JASON INCORPORATED
By: /s/ Mark Train
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Mark Train
President
(Chief Executive Officer)
Pursuant to the requirements of the Securities Act, the Jason Incorporated
Administrative Committee of the 401(k) Plan has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Milwaukee, Wisconsin, on the day of October 24, 2000.
JASON INCORPORATED EMPLOYEE
SAVINGS & PROFIT SHARING PLAN
By: JASON INCORPORATED as plan
administrator
By: THE JASON INCORPORATED
ADMINISTRATIVE COMMITTEE, acting on
behalf of the plan administrator
By: /s/ Vincent L. Martin
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Vincent L. Martin
A member of the Jason Incorporated
Administrative Committee
Pursuant to the requirements of the Securities Exchange Act, this Registration
Statement has been signed by the following persons in the capacities and on the
date indicated:
Signature Capacity Date
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/s/ Vincent L. Martin
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Vincent L. Martin Chairman of the Board October 24, 2000
and Director
/s/ Mark Train
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Mark Train President, Chief Executive October 24, 2000
Officer and Director
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/s/ John J. Hengel
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John J. Hengel Vice President Finance October 24, 2000
(Principal Financial and
Accounting Officer)
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