- Post-Effective Amendment to an S-8 filing (S-8 POS)
May 09 2011 - 9:24AM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on May 9, 2011
Registration Nos. 333-53889, 333-53891
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM
S-8 REGISTRATION STATEMENT NO. 333-53889
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM
S-8 REGISTRATION STATEMENT NO. 333-53891
Under
THE SECURITIES ACT OF 1933
LADISH CO., INC.
(Exact name of registrant as specified in its charter)
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Wisconsin
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31-1145953
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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5481 S. Packard Avenue
Cudahy, Wisconsin 53110
(Address, including zip code, of registrants principal executive offices)
Ladish Co., Inc. 1996 Long-Term Incentive Plan
Ladish Co., Inc. Savings and Deferral Investment Plan
Ladish Co., Inc. Hourly Employees Savings and Deferral Investment Plan
(Full title of the plans)
Wayne E. Larsen
Vice President Law/Finance & Secretary
5481 S. Packard Avenue
Cudahy, Wisconsin 53110
(414) 747-2611
(Name, address, and telephone number, including area code, of agent for service)
with a copy to:
Mark T. Plichta
Foley & Lardner LLP
777 East Wisconsin Avenue
Milwaukee, Wisconsin 53202-5306
(414) 271-2400
Termination of Registration
Registration Statements Nos. 333-53889 and 333-53891 on Form S-8 (the Registration
Statements) covered shares of common stock, par value $.01 per share, of Ladish Co., Inc., a
Wisconsin corporation (the Company), issuable by the Company pursuant to the Ladish Co., Inc.
1996 Long-Term Incentive Plan, the Ladish Co., Inc. Savings and Deferral Investment Plan and the
Ladish Co., Inc. Hourly Employees Savings and Deferral Investment Plan (the Plans).
Pursuant to the Agreement and Plan of Merger, dated as of November 16, 2010 (the Merger
Agreement), by and among Allegheny Technologies Incorporated, a Delaware corporation (Parent),
LPAD Co., a Wisconsin corporation and a wholly owned subsidiary of Parent (Merger Sub), PADL LLC,
a Wisconsin limited liability company and a wholly owned subsidiary of Parent (Merger Sub 2) and
the Company, Merger Sub will merge with and into the Company (the Merger), with the Company
continuing as the surviving entity and a wholly owned subsidiary of Parent. Immediately after the
effectiveness of the Merger, the Company will merge with and into PADL LLC, a Wisconsin limited
liability company and a direct wholly owned subsidiary of Parent (Merger Sub 2), with Merger Sub
2 continuing as the surviving entity and a wholly owned subsidiary of Parent.
As a result of the expected completion of the Merger and other transactions contemplated by
the Merger Agreement on May 9, 2011, the Company has terminated all offerings of its securities
pursuant to the Registration Statements. In accordance with undertakings made by the Company in the
Registration Statements to remove from registration, by means of a post-effective amendment, any
securities which remain unsold at the termination of the offerings thereunder, the Company hereby
removes from registration all shares of common stock registered but not sold under the Registration
Statements.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the requirements for
filing Form S-8 and has duly caused this Post-Effective Amendment No. 1 to Registration Statements
Nos. 333-53889 and 333-53891 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Cudahy, State of Wisconsin, on May 9, 2011.
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LADISH CO., INC.
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By:
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/s/ Wayne E. Larsen
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Wayne E. Larsen
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Vice President Law/Finance & Secretary
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Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective
Amendment No. 1 to the Registration Statements has been signed by the following persons in the
indicated capacities on May 9, 2011.
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Signature
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Title
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/s/ Gary J. Vroman
Gary J. Vroman
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Director, President and Chief Executive Officer
(Principal
Executive Officer)
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/s/ Wayne E. Larsen
Wayne E. Larsen
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Director, Vice President Law/Finance & Secretary
(Principal
Financial and Accounting Officer)
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/s/ Lawrence W. Bianchi
Lawrence W. Bianchi
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Director
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/s/ James C. Hill
James C. Hill
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Director
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/s/ Leon A. Kranz
Leon A. Kranz
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Director
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/s/ J. Robert Peart
J. Robert Peart
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Director
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/s/ John W. Splude
John W. Splude
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Director
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