<PAGE>
As filed with the Securities and Exchange Commission on August 11, 2000
Registration No. 333-40918
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------
AMENDMENT NO. 2
TO
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
------------
SPECTRUM CONTROL, INC.
(Exact name of Registrant as specified in its charter)
------------
Pennsylvania 25-1196447
(State or Other (I.R.S. Employer
Jurisdiction of Identification Number)
Incorporation or
Organization)
8031 Avonia Road
Fairview, Pennsylvania 16415
(814) 835-1650
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
------------
Richard A. Southworth, Chief Executive Officer
8031 Avonia Road
Fairview, Pennsylvania 16415
(814) 835-1650
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
------------
Copies to:
John J. Zak, Esq. Justin P. Klein, Esq.
Mary Catherine Malley, Esq. Gary Arlen Smith, Esq.
Hodgson, Russ, Andrews, Woods & Ballard Spahr Andrews & Ingersoll, LLP
Goodyear, LLP 1735 Market Street, 51st Floor
One M & T Plaza, Suite 2000 Philadelphia, Pennsylvania 19103
Buffalo, New York 14203
Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [_]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
------------
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>
EXPLANATORY NOTE
This Amendment No. 2 to the Registration Statement on Form S-3 filed by
Spectrum Control, Inc. (333-40918) is being filed solely for the purpose of
filing the Underwriting Agreement as an exhibit. In connection with this
offering, the Underwriting Agreement is to be executed by Spectrum Control,
Inc. and by Janney Montgomery Scott LLC and Needham & Company, Inc. as
representatives of the several underwriters named in the Underwriting
Agreement.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits.
<TABLE>
<CAPTION>
Exhibit
No. Description
------- -----------
<C> <S>
1.1*** Form of Underwriting Agreement
3.1** Articles of Incorporation of the Company, as amended.
3.2** Bylaws of the Company, as amended.
5.1** Opinion of Hodgson, Russ, Andrews, Woods & Goodyear, LLP
10.1* Change in Control Agreement dated June 26, 2000, by and between the
Company and Richard A. Southworth.
10.2* Change in Control Agreement dated June 26, 2000, by and between the
Company and John P. Freeman
10.3 Stock Option Plan of 1995, previously filed under Form S-8 on
January 22, 1996, and incorporated herein by reference.
10.4 Non-Employee Directors' Stock Option Plan, previously filed under
Form S-8 on July 16, 1996, and incorporated herein by reference.
10.5* Lease Agreement dated September 21, 1998 by and between Potter
Production Corporation and Spectrum Control, Inc.
10.6* Lease Contract dated March 15, 2000 by and between Industrias de
America, S.A. de C.V. and Spectrum Control de Mexico, S.A. de C.V.
10.7* Credit Agreement dated March 26, 1999 by and among Spectrum Control,
Inc., its subsidiaries, PNC Bank, N.A. and M&T Bank.
21.1** Subsidiaries of Registrant
23.1** Consent of Hodgson, Russ, Andrews, Woods & Goodyear, LLP (included
in Exhibit 5.1)
23.2** Consent of Ernst & Young LLP
24.1* Power of Attorney
</TABLE>
--------
* Previously filed, on July 6, 2000, as an exhibit to the Registrant's
Registration Statement on Form S-3 (No. 333-40918).
** Previously filed, on July 24, 2000, as an exhibit to the Registrant's
Registration Statement on Form S-3 (No. 333-40918).
*** To be filed here.
II-1
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1933, as
amended, the Registrant has duly caused this Amendment No. 2 to Registration
Statement to be signed on its behalf by the undersigned thereunto duly
authorized, in the City of Erie, Pennsylvania, on the 11th day of August, 2000.
SPECTRUM CONTROL, INC.
/s/ Richard A. Southworth
By: _________________________________
Richard A. Southworth
President and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No. 2 to Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Name Title Date
---- ----- ----
<S> <C> <C>
* Director August 11, 2000
____________________________________
Edwin R. Bindseil
/s/ John P. Freeman Director, Chief Financial August 11, 2000
____________________________________ Officer and Principal
John P. Freeman Accounting Officer
* Director August 11, 2000
____________________________________
J. Thomas Gruenwald
* Director August 11, 2000
____________________________________
Melvin Kutchin
* Director August 11, 2000
____________________________________
John M. Petersen
* Director August 11, 2000
____________________________________
Gerald A. Ryan
/s/ Richard A. Southworth Director, President and Chief August 11, 2000
____________________________________ Executive Officer
Richard A. Southworth
* Director August 11, 2000
____________________________________
</TABLE> James F. Toohey
* By: /s/ Richard A. Southworth
-------------------------
Richard A. Southworth,
Attorney-in-Fact
II-2
