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Registration Statement
SECURITIES AND EXCHANGE COMMISSION No. 333-38470
Washington, D.C. 20549
FORM S-8 POS
Post Effective Amendment No. 1 to
Registration Statement under the Securities Act of 1933
AZTEC MANUFACTURING CO.
(Exact name of issuer as specified in its charter)
Texas 75-0948250
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
400 North Tarrant Street, Crowley, Texas 76036
(Address of Principal Executive Offices) (ZIP Code)
AZTEC MANUFACTURING CO.
1998 INCENTIVE STOCK OPTION PLAN
1998 NONSTATUTORY STOCK OPTION PLAN
1997 NONSTATUTORY STOCK OPTION GRANTS
(Full title of the plans)
L. C. MARTIN
400 North Tarrant Road
Crowley, Texas 76036
(Name and address of agent for service)
(817) 297-4361
(Telephone number, including area code, of agent for service)
Copy to:
Shannon, Gracey, Ratliff & Miller, L.L.P.
1600 Bank One Tower
500 Throckmorton Street
Fort Worth, Texas 76102
Attention: Sam Rosen, Esq.
CALCULATION OF REGISTRATION FEE
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<CAPTION>
Title of Proposed Maximum Proposed Maximum
Securities to be Amount to be Offering Price Aggregate Amount of
Registered Registered Per Share(4) Offering Price Registration Fee
<S> <C> <C> <C> <C>
Common Stock 119,561 shares(1) 10.25 1,225,500 $ 324
$1.00 par value 630,439 shares(2) 15.81 9,968,817 2632
250,000 shares(3) 15.81 3,953,125 1044
70,000 shares(4) 11.13 778,750 206
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1,070,000 4,206
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(1) Shares underlying outstanding options under 1998 Incentive Stock Option Plan
valued at the exercise price.
(2) Shares underlying options available under 1998 Nonstatutory Stock Option
Plan valued at the average of the high and low price for the underlying shares
on the New York Stock exchange on June 1, 2000.
(3) Shares underlying options available under 1997 Nonstatutory Stock Option
Grants valued at the average of the high and low price for the underlying
shares on the New York Stock exchange on June 1, 2000.
(4) Shares underlying outstanding options pursuant to nonstatutory stock option
grants made in 1997 to independent directors.
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Item 8. Exhibits
Exhibit Number and Description
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(4.1) Aztec Manufacturing Co. 1998 Incentive Stock Option Plan
(incorporated by reference to Exhibit 10k of the Annual
Report on Form 10-K filed by Registrant for the fiscal
year ended February 28, 1998).
(4.2) Aztec Manufacturing Co. 1998 Nonstatutory Stock Option
Plan (incorporated by reference to Exhibit 10l of the
Annual Report on Form 10-K filed by Registrant for the
fiscal year ended February 28, 1998).
(4.3) Aztec Manufacturing Co. 1997 Nonstatutory Stock Option
Grants (incorporated by reference to Exhibit 10m of the
Annual Report on Form 10-K filed by Registrant for the
fiscal year ended February 28, 1998).
(4.4) Resolutions adopted by the Board of Directors of the
Company on March 28, 2000 amending the Plans (filed as an
exhibit to the original filing of this registration
statement).
(4.5) Resolutions adopted by the Board of Directors of the
Company on March 28, 2000 with regard to Advisory
Directors which amend the vesting provisions of the
Plans.*
(5) Opinion of Counsel (filed as an exhibit to the original
filing of this registration statement).
(23) Consent of Independent Auditors.*
(24) Power of Attorney (filed as an exhibit to the original
filing of this registration statement).
* Filed herewith
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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 Form S-8/A
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Fort Worth, State of Texas, on June 14, 2000.
AZTEC MANUFACTURING CO.
By: /s/ L.C. Martin
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L.C. Martin, Chairman of the Board
and Chief Executive Officer
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.
Signature Title Date
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/s/ L.C. Martin Chairman of the Board, June 14, 2000
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L.C. Martin CEO and Director
/s/ Dana L. Perry Vice President, CFO June 14, 2000
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Dana L. Perry and Director
/s/ David H. Dingus* President, Chief Operating June 14, 2000
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David H. Dingus Officer and Director
/s/ Robert H. Johnson* Director June 14, 2000
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Robert H. Johnson
/s/ Martin C. Bowen* Director June 14, 2000
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Martin C. Bowen
/s/ W.C. Walker* Director June 14, 2000
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W.C. Walker
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/s/ R. J. Schumacher* Director June 14, 2000
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R. J. Schumacher
/s/ Sam Rosen Director June 14, 2000
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Sam Rosen
Director
________________________ _____________
Dr. H. Kirk Downey
/s/ Kevern R. Joyce* Director June 14, 2000
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Kevern R. Joyce
*By: /s/ Dana L. Perry
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Dana L. Perry,
Attorney-in-fact
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