As filed with the Securities and Exchange Commission on March 6, 1998
Registration No. 333-__________
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT
Under The Securities Act of 1933
ATCHISON CASTING CORPORATION
(Exact name of Registrant as specified in its charter)
Kansas 48-1156578
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
400 South Fourth Street
Atchison, Kansas 66002-0188
(Address, including zip code, of Registrant's principal executive offices)
ATCHISON CASTING 1993 INCENTIVE STOCK PLAN
(Full title of the Plan)
Hugh H. Aiken
Chairman of the Board, President and Chief Executive Officer
Atchison Casting Corporation
400 South Fourth Street
Atchison, Kansas 66002-0188
(913) 367-2121
(Name, address and telephone number, including area code, of agent for service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
===================================== =============== ================== ================= ================
<S> <C> <C> <C> <C>
Proposed Proposed maximum
Title of securities to be registered Amount to be maximum aggregate offering Amount of
registered offering price per price registration fee
share
- -------------------------------------- ---------------- ------------------ -------------- ----------------
Common Stock, par value $.01 per share 400,000 shares $16.00 (1) $6,400,000 (1) $1,888.00 (1)
====================================== ================ ================== ============== ================
<FN>
(1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) under the Securities Act of
1933 based on the average of the high and low prices reported on February 27, 1998.
</FN>
</TABLE>
<PAGE>
This Registration Statement on Form S-8 of Atchison Casting Corporation
(the "Company") is being filed in accordance with General Instruction E to Form
S-8 for the purpose of registering additional shares of the Company's Common
Stock, par value $.01 per share, issuable under the Atchison Casting Incentive
Stock Plan, as amended and restated (the "Plan"). The shares to be registered
hereunder are in addition to shares which were previously registered by the
Company's Registration Statement on Form S-8, Registration No. 33-81908, filed
with the Securities and Exchange Commission on July 25, 1994 (the "Prior
Registration Statement"). The contents of the Company's Prior Registration
Statement on Form S-8 are incorporated herein by reference, except to the extent
supplemented below.
Item 8: Exhibits
The following additional exhibits are hereby enclosed for filing:
EXHIBIT
NUMBER
4.1 Articles of Incorporation of Atchison Casting Corporation, a Kansas
corporation (incorporated by reference to Exhibit 4.1 of the Company's
Quarterly Report on Form 10-Q for the quarter ended December 31, 1994).
4.2 By-Laws of Atchison Casting Corporation, a Kansas corporation (incorporated
by reference to Exhibit 4.2 of the Company's Quarterly Report on Form 10-Q
for the quarter ended December 31, 1994).
4.3(a) Credit Agreement dated as of May 24, 1996 by and among the Company, the
banks party thereto and Harris Trust and Savings Bank, as Agent
(incorporated by reference to Exhibit 4.1 of the Company's Annual Report on
Form 10-K for the fiscal year ended June 30, 1996).
4.3(b) First Amendment dated as of May 12, 1997 to Credit Agreement dated as of
May 24, 1996 by and among the Company, the banks party thereto and Harris
Trust and Savings Bank, as Agent (incorporated by reference to Exhibit
4.4(b) of Amendment No. 2 to Form S-2 Registration Statement No. 333-25157
filed May 19, 1997).
4.4(a) Note Purchase Agreement dated as of July 29, 1994 between the Company and
Teachers Insurance and Annuity Association of America pursuant to which the
Company's 8.44% Senior Notes due 2004 were issued (incorporated by
reference to Exhibit 4.3 of the Company's Annual Report on Form 10-K for
the year ended June 30, 1994).
4.4(b) First Amendment dated as of March 8, 1996 to the Note Purchase Agreement
dated July 29, 1994, between the Company and Teachers Insurance and Annuity
Association of America (incorporated by reference to Exhibit 4.2 of the
Company's Current Report on Form 8-K dated March 25, 1996).
1
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4.4(c) Second Amendment dated as of May 24, 1996 to the Note Purchase Agreement
dated July 29, 1994, between the Company and Teachers Insurance and Annuity
Association of America (incorporated by reference to Exhibit 4.2(c) of the
Company's Annual Report on Form 10-K for the fiscal year ended June 30,
1996).
4.5 Specimen stock certificate (incorporated by reference to Exhibit 4.3 of
Amendment No. 2 to Form S-2 Registration Statement No. 333-25157 filed May
19, 1997).
5.1 Opinion of Blackwell Sanders Matheny Weary & Lombardi LLP.
23.1 Consent of Blackwell Sanders Matheny Weary & Lombardi LLP (included in
Exhibit 5.1).
23.2 Consent of Deloitte & Touche LLP.
24.1 Powers of Attorney (included in signature page to Registration Statement).
2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Atchison, State of Kansas, on February 20, 1998.
ATCHISON CASTING CORPORATION
By: /s/ Hugh H. Aiken
-------------------------------------
Hugh H. Aiken
Chairman of the Board,
President and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned directors and officers of Atchison Casting
Corporation, do hereby constitute and appoint Hugh H. Aiken and Kevin T.
McDermed, and each of them, our true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for us and in our name,
place and stead, in any and all capacities, to sign any and all amendments to
this Registration Statement, and any additional Registration Statements filed
pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, and we do hereby ratify and confirm all that
said attorneys-in-fact and agents, or their 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 and on the dates stated.
Name Capacity Date
----- -------- ----
/s/ Hugh H. Aiken Chairman of the Board, February 20, 1998
- -------------------------------- President, Chief Executive
Hugh H. Aiken Officer and Director
(Principal Executive Officer)
3
<PAGE>
/s/ Kevin T. McDermed Vice President, February 16, 1998
- ------------------------------- Chief Financial Officer,
Kevin T. McDermed Treasurer, and Secretary
(Principal Financial Officer
and Principal Accounting
Officer)
/s/ David L. Belluck Director February 25, 1998
- -------------------------------
David L. Belluck
/s/ John O. Whitney Director February 20, 1998
- -------------------------------
John O. Whitney
/s/ Ray H. Witt Director February 20, 1998
- -------------------------------
Ray H. Witt
/s/ Stuart Z. Uram Director February 20, 1998
- -------------------------------
Stuart Z. Uram
4
EXHIBIT 5.1
[Blackwell Sanders Matheny Weary & Lombardi LLP letterhead]
March 4, 1998
Atchison Casting Corporation
400 South Fourth Street
Atchison, Kansas 66002-0188
Ladies and Gentlemen:
We refer to the Registration Statement of Atchison Casting Corporation
(the "Company") on Form S-8 to be filed with the Securities and Exchange
Commission for the purpose of registering under the Securities Act of 1933, as
amended, 400,000 additional shares of the Company's common stock, par value $.01
per share (the "Common Stock"), to be issued under the Atchison Casting 1993
Incentive Stock Plan, as amended and restated (the "Plan").
We are familiar with the proceedings to date with respect to such
proposed sale and have examined such records, documents and matters of law and
satisfied ourselves as to such matters of fact as we have considered relevant
for the purposes of this opinion.
Based upon the foregoing, it is our opinion that the 400,000 additional
shares of Common Stock to be issued under the Plan have been duly authorized,
and, when purchased in accordance with the Plan, will be legally issued, fully
paid and non-assessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement.
Very truly yours,
/s/ Blackwell Sanders Matheny Weary & Lombardi LLP
<PAGE>
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Atchison Casting Corporation on Form S-8 of our report dated August 14, 1997,
appearing in the Annual Report on Form 10-K of Atchison Casting Corporation for
the year ended June 30, 1997. We also consent to the reference to us under the
heading "EXPERTS" in the Prospectus, which is part of this Registration
Statement.
/s/ Deloitte & Touche LLP
Kansas City, Missouri
March 4, 1998
