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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 20, 2000
REGISTRATION NO. 333-59441
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT
NO. 1 TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPORATION
(Exact name of Registrant as Specified in its Charter)
DELAWARE 25-1615902
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1001 AIR BRAKE AVENUE
WILMERDING, PENNSYLVANIA 15148-0001
(Address, including zip code, of registrant's principal executive offices)
WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPORATION
1995 STOCK INCENTIVE PLAN
(Full Title of the Plan)
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ROBERT J. BROOKS
CHIEF FINANCIAL OFFICER AND SECRETARY
WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPORATION
1001 AIR BRAKE AVENUE
WILMERDING, PENNSYLVANIA 15148
412-825-1000
(Name and address, including zip code and telephone number,
including area code, of agent for service)
COPY TO:
PASQUALE D. GENTILE, JR., ESQ.
REED SMITH SHAW & MCCLAY LLP
435 SIXTH AVENUE
PITTSBURGH, PA 15219
412-288-4112
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EXPLANATORY STATEMENT
A total of 1,600,000 shares of common stock of Westinghouse Air Brake
Technologies Corporation (the "Company") were registered by Registration
Statement on Form S-8, File No. 333-59441, to be issued in connection with the
Westinghouse Air Brake Technologies Corporation 1995 Stock Incentive Plan (the
"1995 Plan"). On May 24, 2000, the stockholders approved the Westinghouse Air
Brake Technologies Corporation 2000 Stock Incentive Plan (the "2000 Plan"). The
stockholders also approved a base amount of 1,100,000 shares issuable under the
2000 Plan to be increased in each of the next five years based on a percentage
of outstanding shares at the end of the preceding fiscal year. The total shares
issuable under the 2000 Plan cannot exceed 15% of outstanding shares less
outstanding grants. The stockholders also approved a decrease of 1,108,349
issuable under the 1995 Plan. These 1,108,349 shares were registered in
connection with the 1995 Plan but have not been issued under the 1995 Plan.
Pursuant to Instruction E to Form S-8 and the telephonic interpretations of the
Securities and Exchange Commission set forth at questions 89 and 90 of the
"Securities Act Forms" section of the Division of Corporation Finance Manual of
Publicly Available Telephone Interpretations (July 1997), the 1,108,349 shares
are transferred over to, and deemed covered by, the registration statement on
Form S-8 filed on or about the date hereof in connection with the 2000 Plan.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Registration Statement on Form S-8, File No. 333-59441 is
incorporated by reference herein.
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SIGNATURE
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
POST-EFFECTIVE AMENDMENT NO. 1 TO REGISTRATION STATEMENT TO BE SIGNED ON ITS
BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF WILMERDING,
COMMONWEALTH OF PENNSYLVANIA, ON THE 18TH DAY OF JULY, 2000.
WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPORATION
BY: /s/ WILLIAM E. KASSLING
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WILLIAM E. KASSLING
CHAIRMAN OF THE BOARD, PRESIDENT AND
CHIEF EXECUTIVE OFFICER
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
below constitutes and appoints William E. Kassling and Robert J. Brooks
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents or any of them, 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
POST-EFFECTIVE AMENDMENT NO. 1 TO REGISTRATION STATEMENT HAS BEEN SIGNED BY THE
FOLLOWING PERSONS IN THE CAPACITIES INDICATED ON 18TH DAY OF JULY 2000.
NAME TITLE
---- -----
/s/ William E. Kassling Chairman of the Board, President
-------------------------- and Chief Executive Officer
William E. Kassling (principal executive officer)
/s/ Robert J. Brooks Chief Financial and Accounting Officer
-------------------------- and Director (principal financial and
Robert J. Brooks principal accounting officer)
/s/ Gilbert E. Carmichael Director
--------------------------
Gilbert E. Carmichael
/s/ Gregory T. H. Davies Director
--------------------------
Gregory T. H. Davies
/s/ Kim G. Davis Director
--------------------------
Kim G. Davis
/s/ Emilio A. Fernandez Director
--------------------------
Emilio A. Fernandez
/s/ Lee B. Foster Director
--------------------------
Lee B. Foster, II
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/s/ James C. Huntington Director
--------------------------
James C. Huntington
/s/ James P. Kelley Director
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James P. Kelley
/s/ James P. Miscoll Director
--------------------------
James P. Miscoll
/s/ James V. Napier Director
--------------------------
James V. Napier
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