As filed with the Securities and Exchange Commission on May 13, 2021
Registration
No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
AMPCO-PITTSBURGH CORPORATION
(Exact name of registrant as specified in its charter)
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Pennsylvania
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25-1117717
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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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726 Bell Avenue, Suite 301
Carnegie, Pennsylvania
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15106
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(Address of Principal Executive Offices)
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(Zip Code)
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AMPCO-PITTSBURGH CORPORATION
2016 OMNIBUS INCENTIVE PLAN
(AS AMENDED AND RESTATED AS OF MAY 13, 2021)
(Full title of the plan)
Rose Hoover
President
and Chief Administrative Officer
Ampco-Pittsburgh Corporation
726 Bell Avenue, Suite 301
Carnegie, PA 15106
(Name
and address of agent for service)
(412) 456-4418
(Telephone number, including area code, of agent for service)
With a copy to:
Jeremiah G. Garvey
Seth
Popick
Cozen OConnor
One Oxford Centre
301
Grant Street, 41st Floor
Pittsburgh, PA 15219
(412) 620-6500
Indicate by check mark whether
the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated
filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer
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☐
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Accelerated filer
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☐
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Non-accelerated filer
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☒
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Smaller reporting company
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☒
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Emerging growth Company
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☐
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CALCULATION OF REGISTRATION FEE
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Title of securities
to be registered
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Amount
to be
registered
(1)
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Proposed
maximum
offering
price
per share (2)
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Proposed
maximum
aggregate
offering price
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Amount of
registration fee
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Common Stock, par value $1.00 per share
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1,600,000
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$7.39
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$11,824,000
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$1,290.00
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(1)
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Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the Securities Act), this
Registration Statement also covers an indeterminate number of additional shares of Common Stock, par value $1.00 per share (the Common Stock), of the Registrant as may be offered or issued under the Ampco-Pittsburgh Corporation 2016
Omnibus Incentive Plan (the Plan) to prevent dilution resulting from stock splits, stock dividends or similar transactions.
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(2)
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The maximum offering price per share is estimated solely for purposes of calculating the registration fee
pursuant to Rules 457(c) and (h) under the Securities Act, on the basis of the average of the high and low prices of the Common Stock as reported on the New York Stock Exchange on May 7, 2021.
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