As filed with the Securities and Exchange Commission on June 4, 2003.
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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CORE MOLDING TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 31-1481870
(State or other jurisdiction (I.R.S. Employer
of Incorporation or organization) Identification Number)
800 Manor Park Drive, P.O. Box 28183
Columbus, Ohio 43228-0183
(Address of Principal Executive Office)
CORE MOLDING TECHNOLOGIES, INC.
AMENDED AND RESTATED LONG-TERM EQUITY INCENTIVE PLAN
HERMAN F. DICK, JR.
c/o CORE MOLDING TECHNOLOGIES, INC.
800 Manor Park Drive, P.O. Box 28183
Columbus, Ohio 43228-0183
(614) 870-5000
(Name, address, including ZIP Code, and telephone number,
including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum
Title of each Class of Securities to be Amount to be Offering Price Per Aggregate Offering Amount of
Registered Registered Share(1) Price(1) Registration Fee
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Common Stock 1,500,000 $ 1.975 $ 2,962,500 $ 239.67
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(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and (h)(1) and calculated on the basis of the
average of the high and low sales prices of the shares of Common Stock
on June 2, 2003, as reported by the American Stock Exchange.
STATEMENT PURSUANT TO GENERAL INSTRUCTION E TO FORM S-8
This Registration Statement relates to the Core Molding Technologies,
Inc. Amended and Restated Long-Term Equity Incentive Plan that, among other
things, increased the number of shares of common stock, $0.01 par value per
share, of the Registrant ("Common Stock") authorized to be issued thereunder
from 1,500,000 to 3,000,000. The contents of the Registrant's Registration
Statement on Form S-8 with respect to its Core Molding Technologies, Inc.
Long-Term Equity Incentive Plan, Registration No. 333-29203, filed with the
Securities and Exchange Commission on June 13, 1997, are hereby incorporated
herein by reference pursuant to General Instruction E to Form S-8. Also pursuant
to General Instruction E to Form S-8, the filing fee is being paid only with
respect to the 1,500,000 shares of Common Stock not previously registered.
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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Columbus, State of Ohio, as of June 4, 2003.
CORE MOLDING TECHNOLOGIES, INC.
By: /s/ Herman F. Dick, Jr.
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Herman F. Dick, Jr.
Treasurer and Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below as of the 4th day of June, 2003 by
the following persons in the capacities indicated.
Signature Title
* Chairman of the Board of Directors
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Malcolm M. Prine
/s/ James L. Simonton President, Chief Executive Officer and
------------------------------ Director (principal executive officer)
James L. Simonton
/s/ Herman F. Dick, Jr. Treasurer and Chief Financial Officer
------------------------------ (principal financial and accounting officer)
Herman F. Dick, Jr.
* Director
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Thomas R. Celliti
* Director
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James F. Crowley
* Director
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Ralph O. Hellmold
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* Director
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Thomas M. Hough
*By: /s/ Herman F. Dick
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Herman F. Dick,
Attorney-in-Fact
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INDEX TO EXHIBITS
The following exhibits are filed as part of this Registration
Statement:
EXHIBIT NO. DESCRIPTION PAGE NO.
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4.1 Certificate of Incorporation of Registrant as Incorporated by reference to Exhibit 4(a)
filed with the Secretary of State of Delaware of Registration Statement on Form S-8
on October 8, 1996 (Registration No. 333-29203)
4.2 Certificate of Amendment of Certificate of Incorporated by reference to Exhibit 4(b)
Incorporation of Registrant as filed with the of Registration Statement on Form S-8
Secretary of State of Delaware on November 6, (Registration No. 333-29203)
1996
4.3 Certificate of Incorporation of Registrant, Incorporated by reference to Exhibit 4(c)
reflecting amendments through November 6, of Registration Statement on Form S-8
1996 (for purposes of compliance with (Registration No. 333-29203)
Securities and Exchange Commission filing
requirements only)
4.4 Certificate of Amendment of Certificate of Incorporated by reference to Exhibit
Incorporation, as filed with the Secretary of 4(a)(4) of Registrant's Form 10-Q (filed
State of Delaware on August 28, 2002 November 14, 2002)
4.5 By-Laws of Registrant Incorporated by reference to Exhibit 3-C
to Registrant's Registration Statement on
Form S-4 (filed November 8, 1996, SEC
Registration No. 333-15809)
4.6 2002 Core Molding Technologies, Inc. Amended Page 5
and Restated Long-Term Equity Incentive Plan
5 Opinion and consent of legal counsel re Page 24
legality of securities.
23.1 Consent of Deloitte & Touche LLP, Independent Page 25
Auditors to Registrant
23.2 Consent of Squire, Sanders & Dempsey L.L.P., Filed as part of Exhibit 5
Counsel to Registrant
24 Powers of Attorney Page 26
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