Registration No. 333-48294
As filed with the Securities and Exchange Commission on October 28, 2002
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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MODINE MANUFACTURING COMPANY
(Exact name of registrant as specified in its charter)
WISCONSIN 39-0482000
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1500 DeKoven Avenue
Racine, Wisconsin 53403
(Address of principal executive offices) (Zip Code)
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Modine Manufacturing Company Contributory Salaried Employee Stock
Ownership and Investment Plan
(Full title of the plan)
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DEAN R. ZAKOS
Vice President, General Counsel and Secretary
Modine Manufacturing Company
1500 DeKoven Avenue
Racine, Wisconsin 53403
(Name and address of agent for service)
(262) 636-1200
(Telephone number, including area code, of agent for service)
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EXPLANATORY NOTE
The purpose of this Post-Effective Amendment to this
Registration Statement is to note that:
- The Registrant has merged the Modine Manufacturing Company
Contributory Employee Stock Ownership Plan for Hourly Rate
Non-Union Employees and the Modine Manufacturing Company
Contributory Employee Stock Ownership Plan for Hourly Rate
Union Employees into the Modine Manufacturing Company
Contributory Salaried Employee Stock Ownership and Investment
Plan (the "Salaried Plan"), with the Salaried Plan being the
surviving and continuing plan, and with such surviving plan
amended and restated so as to be qualified as an Employee
Stock Ownership Plan and renamed the Modine Employee Stock
Ownership Plan (the "ESOP").
- 181,245 shares of the Registrant's Common Stock, par value
$0.625 per share (the "Common Stock") that were registered
under this Registration Statement for the Salaried Plan but
that, as of the date hereof, have not been issued thereunder,
are carried forward to the Registrant's new Registration
Statement on Form S-8 (Registration No. 333-100770) filed
to register additional shares of Common Stock issuable
under the ESOP, leaving no shares registered under this
Registration Statement.
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 to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City
of Racine, State of Wisconsin, on the 25th day of October, 2002.
MODINE MANUFACTURING COMPANY
By: D. R. JOHNSON
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D. R. Johnson,
Chairman and Chief Executive
Officer
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.
D. R. JOHNSON October 25, 2002
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D. R. Johnson, Chairman and Date
Chief Executive Officer
(Principal Executive
Officer) and Director
R. S. BULLMORE October 25, 2002
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R. S. Bullmore, Corporate Date
Controller and Acting Chief
Financial Officer (Acting
Principal Financial and
Accounting Officer)
D. R. ZAKOS October 25, 2002
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D. R. Zakos, Vice President, Date
General Counsel and Secretary
R. J. Doyle* October 25, 2002
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R. J. Doyle, Director Date
F. P. Incropera* October 25, 2002
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F. P. Incropera, Director Date
F. W. Jones* October 25, 2002
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F. W. Jones, Director Date
D. J. Kuester* October 25, 2002
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D. J. Kuester, Director Date
V. L. Martin* October 25, 2002
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V. L. Martin, Director Date
G. L. Neale* October 25, 2002
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G. L. Neale, Director Date
M. C. Williams* October 25, 2002
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M. C. Williams, Director Date
M. T. Yonker* October 25, 2002
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M. T. Yonker, Director Date
*By: DEAN R. ZAKOS
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Dean R. Zakos, attorney-in-fact
for each of the persons indicated
POWER OF ATTORNEY
Each of the persons whose signatures appear below, hereby
appoints Dean R. Zakos and Margaret C. Kelsey, or either of them,
as his or her true and lawful attorneys, to sign, in his or her
name and on his or her behalf and in any and all capacities
stated below, and to cause to be filed with the Securities and
Exchange Commission (the "Commission"), this Post-Effective
Amendment on Form S-8 (the "Post-Effective Amendment ") and any
and all related amendments, including later post-effective
amendments, that either of such attorneys shall deem necessary or
advisable to enable the registrant to comply with the Securities
Act of 1933, as amended, and any rules, regulations and
requirements of the Commission with respect thereto, in
connection with this Post-Effective Amendment , which amendments
may make such changes as either of the above-named attorneys
deems appropriate, and to comply with the undertakings of the
registrant made in connection with this Post-Effective Amendment
or its related registration statement, and each of the
undersigned hereby ratifies all that either of said attorneys
shall do or cause to be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned have signed these presents
effective the 16th day of October, 2002.
/s/ D. R. JOHNSON
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D. R. Johnson, Chairman and
Chief Executive Officer
(Principal Executive
Officer) and Director
/s/ R. S. BULLMORE
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R. S. Bullmore, Corporate
Controller and Acting Chief
Financial Officer (Acting
Principal Financial and
Accounting Officer)
/s/ D. R. ZAKOS
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D. R. Zakos, Vice President,
General Counsel and Secretary
/s/ R. J. DOYLE
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R. J. Doyle, Director
/s/ F. P. INCROPERA
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F. P. Incropera, Director
/s/ F. W. JONES
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F. W. Jones, Director
/s/ D. J. KUESTER
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D. J. Kuester, Director
/s/ V. L. MARTIN
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V. L. Martin, Director
/s/ G. L. NEALE
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G. L. Neale, Director
/s/ M. C. WILLIAMS
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M. C. Williams, Director
/s/ M. T. YONKER
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M. T. Yonker, Director