THE LAMSON & SESSIONS CO. S-8 POS 333-139022
As filed with the Securities and Exchange Commission on November 5, 2007
Registration No. 333-139022
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 2
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)
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| Ohio
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34-6349210 |
(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification No.) |
25701 Science Park Drive
Cleveland, Ohio 44122-7313
(Address of Principal Executive Offices) (Zip Code)
NONQUALIFIED DEFERRED COMPENSATION PLAN (Post-2004)
(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. 2 is being filed solely to
remove from registration securities that were registered and will not be issued.
This Post-Effective Amendment No. 2 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.
333-139022 on Form S-8 (the “Registration Statement”) with the Securities and Exchange Commission
on November 30, 2006 with respect to the registration of $10,000,000 of the Registrant’s Deferred
Compensation Obligations and related Common Shares, without par value, (the “Common Shares”), which
were to be issued under the Registrant’s Nonqualified Deferred Compensation Plan (Post-2004) (the
“Plan”).
The Registrant will no longer issue Common Shares in satisfaction of Deferred Compensation
Obligation under the Plan as of November 5, 2007. Pursuant to the undertaking included in the
Registration Statement, this Post-Effective Amendment No. 2 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.
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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. 2 to Registration Statement No. 333-139022 on Form
S-8 (“Post-Effective Amendment No. 2”) to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Cleveland, State of Ohio, on November 5, 2007.
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THE LAMSON & SESSIONS CO.
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By:
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/s/ James J. Abel |
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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. 2 has been executed by the following persons in the capacities indicated as of November 5, 2007.
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Title |
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/s/ Michael J. Merriman Jr.
Michael J. Merriman Jr.
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President and Chief
Executive Officer
(Principal Executive
Officer); Director |
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/s/ James J. Abel
James J. Abel
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Executive Vice President,
Secretary, Treasurer and
Chief Financial Officer
(Principal Financial
Officer); Director |
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/s/ Lori L. Spencer
Lori L. Spencer
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Vice President and
Controller (Principal
Accounting Officer) |
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Chairman of Board; Director |
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Director |
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Director |
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Director |
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Director |
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Director |
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Director |
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Director |
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*James J. Abel, the undersigned attorney-in-fact, by signing his name hereto, does hereby sign
and execute this Post-Effective Amendment No. 2 on behalf of the above indicated directors thereof pursuant to a power of attorney filed with the Securities and Exchange Commission.
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November 5, 2007
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By:
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/s/ James J. Abel |
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James J. Abel
Attorney-in-Fact |
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