Registration No. 333-175304
As filed with the Securities and Exchange Commission on May 30, 2014
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
MODINE MANUFACTURING COMPANY
(Exact Name of Registrant as Specified in its Charter)
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Wisconsin
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39-0482000
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(State of Incorporation)
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(I.R.S. Employer Identification No.)
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1500 DeKoven Avenue
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Racine, Wisconsin
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53403
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(Address of Principal Executive Offices)
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(Zip Code)
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____________________________________
Modine 401(K) Retirement Plan for Hourly Employees
Modine 401(K) Retirement Plan for Salaried Employees
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Margaret C. Kelsey
Vice President, General Counsel and Secretary
Modine Manufacturing Company
1500 DeKoven Avenue
Racine, Wisconsin 53403
(262) 636-1200
(Name, address and telephone number, including area code, of agent for service)
With copies to:
C.J. Wauters
Godfrey & Kahn, S.C.
780 North Water Street
Milwaukee, Wisconsin 53202
(414) 273-3500
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Large accelerated filer ¨
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Accelerated filer þ
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Non-accelerated filer ¨
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Smaller reporting company ¨
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(Do not check if a smaller reporting company)
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This Post-Effective Amendment No. 1 on Form S-8 to Registration Statement No. 333-175304 shall become effective automatically upon the date of filing in accordance with Rule 464 under the Securities Act of 1933, as amended.
EXPLANATORY NOTE
On July 1, 2011, Modine Manufacturing Company (the “Company”) filed a registration statement on
Form S-8 (Registration No. 333-175304) (the “2011 Form S-8”) with the Securities and Exchange Commission, which registered 1,000,000 shares of the Company’s common stock in connection with the Modine 401(k) Retirement Plan for Hourly Employees (the “Hourly 401(k) Plan”) and the Modine 401(k) Plan for Salaried Employees (the “Salaried 401(k) Plan”), along with an indeterminate amount of interests to be offered or sold pursuant to such plans. The 2011 Form S-8 was filed pursuant to General Instruction E to Form S-8.
The 2011 Form S-8 inadvertently incorporated by reference the information in (1) the Registration Statement on Form S-8, as amended, relating to the Salaried 401(k) Plan (Registration No. 333-48292), and (2) the Registration Statement on Form S-8, as amended, relating to the Hourly 401(k) Plan (Registration No. 333-48298), each as originally filed by the Company on October 20, 2000. This Amendment is being filed solely for the purpose of instead incorporating by reference the information in (1) the Registration Statement on Form S-8 relating to the Salaried 401(k) Plan (Registration No. 333-100772), and (2) the Registration Statement on Form S-8 relating to the Hourly 401(k) Plan (Registration No. 333-100771), each filed by the Company on October 28, 2002.
Exhibits
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23 |
Consent of PricewaterhouseCoopers LLP |
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 be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Racine, State of Wisconsin, on May 30, 2014.
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MODINE MANUFACTURING COMPANY
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By:
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/s/Thomas A. Burke
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Thomas A. Burke
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President and Chief Executive Officer
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Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment on Form S-8 has been signed by the following persons in the capacities and on the dates indicated.
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Signature
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Title
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Date
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/s/Thomas A. Burke
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President, Chief Executive Officer and Director
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May 30, 2014
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Thomas A. Burke
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(Principal Executive Officer)
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/s/Michael B. Lucareli
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Vice President, Finance and Chief Financial Officer
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May 30, 2014
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Michael B. Lucareli
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(Principal Financial Officer)
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/s/David J. Anderson
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Director
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May 30, 2014
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David J. Anderson
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/s/Charles P. Cooley
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Director
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May 30, 2014
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Charles P. Cooley
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/s/Suresh V. Garimella
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Director
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May 30, 2014
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Suresh V. Garimella
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/s/Larry O. Moore
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Director
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May 30, 2014
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Larry O. Moore
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/s/Christopher W. Patterson
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Director
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May 30, 2014
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Christopher W. Patterson
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/s/Marsha C. Williams
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Director
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May 30, 2014
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Marsha C. Williams
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/s/Christine Y. Yan
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Director
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May 30, 2014
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Christine Y. Yan
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the trustees (or other persons who administer the employee benefit plans subject hereto) have duly caused this Post-Effective Amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Racine, state of Wisconsin, on May 30, 2014.
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MODINE 401(K) RETIREMENT PLAN FOR
SALARIED EMPLOYEES
and
MODINE 401(K) RETIREMENT PLAN FOR
HOURLY EMPLOYEE
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/s/Margaret C. Kelsey
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Margaret C. Kelsey
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Committee Member, on behalf of the Committee
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Exhibit Index
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Consent of PricewaterhouseCoopers LLP |