As filed with the Securities and Exchange Commission on November 5, 2007
Registration No. 333-46953
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
 
THE LAMSON & SESSIONS CO.
(Exact Name of Registrant as Specified in Its Charter)
     
Ohio
  34-6349210
 
   
(State or Other Jurisdiction of
Incorporation or Organization)
  (I.R.S. Employer
Identification No.)
 
25701 Science Park Drive
Cleveland, Ohio 44122-7313
(Address of Principal Executive Offices) (Zip Code)
DEFERRED SAVINGS PLAN
(Full Title of the Plan)
 
James J. Abel
Executive Vice President, Secretary, Treasurer and Chief Financial Officer
The Lamson & Sessions Co.
25701 Science Park Drive
Cleveland, Ohio 44122-7313
(Name and Address of Agent for Service)
(216) 464-3400
(Telephone Number, Including Area Code, of Agent For Service)
This Post-Effective Amendment No. 1 is being filed solely to
remove from registration securities that were registered and will not be issued.
This Post-Effective Amendment No. 1 to the Registration Statement shall become effective upon filing
with the Securities and Exchange Commission pursuant to Rule 464 under the Securities Act of 1933.
 
 

 


 

Part II
Termination of Registration
     The Lamson & Sessions Co. (the “Registrant”) filed its Registration Statement No. 333-46953 on Form S-8 (the “Registration Statement”) with the Securities and Exchange Commission on September 8, 1995 with respect to the registration of 300,000 of the Registrant’s Common Shares, without par value, (the “Common Shares”), which were to be issued under the Registrant’s Deferred Savings Plan (the “Plan”).
     The Registrant will no longer issue Common Shares under the Plan as of November 5, 2007. Pursuant to the undertaking included in the Registration Statement, this Post-Effective Amendment No. 1 is being filed to remove from registration the Common Shares that have not been issued under the Plan as of November 5, 2007 and, accordingly, remain unsold upon termination of the offering pursuant to the Plan.

 


 

SIGNATURES
     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 No. 333-46953 on Form S-8 (“Post-Effective Amendment No. 1”) to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on November 5, 2007.
         
  THE LAMSON & SESSIONS CO.
 
 
  By:   /s/ James J. Abel    
    James J. Abel   
    Executive Vice President, Secretary, Treasurer
and Chief Financial Officer 
 
 
     Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 has been executed by the following persons in the capacities indicated as of November 5, 2007.
     
Signature
  Title
 
   
     
/s/ Michael J. Merriman Jr.
 
Michael J. Merriman Jr.
  President and Chief Executive Officer (Principal Executive Officer); Director
     
/s/ James J. Abel
 
James J. Abel
  Executive Vice President, Secretary, Treasurer and Chief Financial Officer (Principal Financial Officer); Director
     
/s/ Lori L. Spencer
 
Lori L. Spencer
  Vice President and Controller (Principal Accounting Officer)
     
/s/ John B. Schulze
  Chairman of Board; Director
John B. Schulze
   
     
*
  Director
James T. Bartlett
   
     
*
  Director
William H. Coquillette
   

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*
  Director
  John C. Dannemiller
   
     
*
  Director
  George R. Hill
   
     
 
  Director
  William E. MacDonald III
   
     
*
  Director
  A. Malachi Mixon III
   
     
*
  Director
  D. Van Skilling
   
     *James J. Abel, the undersigned attorney-in-fact, by signing his name hereto, does hereby sign and execute this Post-Effective Amendment No. 1 on behalf of the above indicated directors thereof pursuant to a power of attorney filed with the Securities and Exchange Commission.
         
     
November 5, 2007  By:   /s/ James J. Abel    
    James J. Abel   
    Attorney-in-Fact   
 
     The Plan. Pursuant to the requirements of the Securities Act of 1933, the Plan as duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on November 5, 2007.
         
  THE LAMSON & SESSIONS CO. DEFERRED SAVINGS PLAN
 
 
  By:   /s/ James J. Abel    
    James J. Abel   
    Executive Vice President, Secretary, Treasurer and Chief Financial Officer of the Lamson & Sessions Co.   

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