Registration No. 333-78989
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 Employee Stock
Ownership Plan for Hourly Rate Non-Union Employees
(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 (the "Hourly Non-Union Plan") 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").
- 48,760 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 Hourly Non-Union
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