TOASTMASTER INC
S-8 POS, 1999-01-11
ELECTRIC HOUSEWARES & FANS
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                          SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C. 20549

                              -------------------------

                            POST-EFFECTIVE AMENDMENT NO. 2
                                          TO
                                       FORM S-8
                             REGISTRATION STATEMENT UNDER
                              THE SECURITIES ACT OF 1933

                              -------------------------

                                   TOASTMASTER INC.
                                   ----------------
                (Exact name of registrant as specified in its charter)

               MISSOURI                                43-1204566
     --------------------------------                  ---------------------
          (State of                                   (I.R.S. Employer
          incorporation)                             Identification No.)

                1801 NORTH STADIUM BOULEVARD, COLUMBIA, MISSOURI 65202
                ------------------------------------------------------
      (Address, including zip code and telephone number, including area code, of
                       registrant's principal executive ofices)


                     TOASTMASTER INC. INCENTIVE STOCK OPTION PLAN

                   TOASTMASTER INC. NON-STATUTORY STOCK OPTION PLAN 

              TOASTMASTER INC. NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN
              ---------------------------------------------------------
                              (Full titles of the plans)

                                  DANIEL J. STUBLER
                             1801 NORTH STADIUM BOULEVARD
                               COLUMBIA, MISSOURI 65202
                                    (573) 445-8660
      --------------------------------------------------------------------------
              (Name, address and telephone number of agent for service)

                        TERMINATION OF REGISTRATION STATEMENT
                        -------------------------------------

     Toastmaster Inc., a  Missouri corporation ("Toastmaster"), pursuant  to the
     undertakings  required  by  Item  9   of  Form  S-8,  hereby  removes  from
     registration any and all registered  shares of Toastmaster Common Stock not
     issued under  the Toastmaster Inc. Incentive Stock Option Plan, Toastmaster
     Inc.  Non-Statutory  Stock  Option Plan  or  Toastmaster  Inc. Non-employee
     Directors Stock Option Plan (the "Plans"), the sale of which previously was
     registered by  Registration Statement on  Form S-8, File No.  33-78516 (the
     "Registration   Statement"),  and   hereby   terminates  the   Registration
     Statement.

     On January 7, 1999,  pursuant to an Agreement and Plan  of Merger, dated as
     of  August 26,  1998 (the  "Merger Agreement"),  by and  among Salton/Maxim
     Housewares,  Inc. ("Salton"),   Salton's wholly-owned  subsidiary, Columbia
     Acquisition Corp. ("Acquisition Sub"), and Toastmaster, Acquisition Sub was
     merged with and  into Toastmaster (the "Merger").   In connection  with the
     Merger, each outstanding share of Toastmaster Common Stock, and each option
     granted under any  of the Plans with  respect to Toastmaster Common  Stock,
     was converted  into the right  to receive the cash  consideration specified
     in, or determined under, the Merger Agreement.


                                      SIGNATURES
                                      ----------

          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
     January 11, 1999.

                              TOASTMASTER INC.


                              By:  /s/ Leonhard Dreimann
                              Its: President and Chief Executive Officer

          Pursuant  to  the requirements  of  the  Securities  Act of  1933,  as
     amended,  this Post-Effective Amendment  to the Registration  Statement has
     been  signed by  the following persons  in the  capacities and on  the date
     indicated. 

     SIGNATURE AND TITLE                          DATE
     -------------------                          ----

     /s/  Leonhard Dreimann                       January 11, 1999
          President, Chief Executive Officer
            and Director
          (Principal Executive Officer)



     /s/  William B. Rue                          January 11, 1999
          Vice President, Chief Operating
            Officer, Secretary and Director
          (Principal Financial and Accounting Officer)



     /s/  David Sabin                             January 11, 1999
          Director



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