AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 18, 2003
Registration No. 333-46410
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST EFFECTIVE AMENDMENT NUMBER ONE
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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NATCO GROUP INC.
(Exact name of registrant as specified in its charter)
DELAWARE 22-2906892
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2950 NORTH LOOP WEST, 7TH FLOOR
HOUSTON, TEXAS 77092
(Address of principal executive offices, including zip code)
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NATCO GROUP PROFIT SHARING AND SAVINGS PLAN
(Full title of the plan)
KATHERINE P. ELLIS
SENIOR VICE PRESIDENT,
GENERAL COUNSEL AND SECRETARY
2950 NORTH LOOP WEST, 7TH FLOOR
HOUSTON, TEXAS 77092
(Name and address of agent for service)
(713) 683-9292
(Telephone number, including area code, of agent for service)
Copies to:
William E. Joor III
Vinson & Elkins L.L.P.
2300 First City Tower, 1001 Fannin Street
Houston, Texas 77002
(713) 758-2222
PART II
INFORMATION REQUIRED IN THIS REGISTRATION STATEMENT
ITEM 8. EXHIBITS.
Unless otherwise indicated below as being incorporated by reference to
another filing of NATCO Group Inc. with the Securities and Exchange Commission,
each of the following exhibits is filed with this post-effective amendment
no. 1:
4.1 Certificate of Incorporation of NATCO Group Inc., as amended
(filed as Exhibit 3.1 to our registration statement on Form
S-1 (No. 333-48851) and incorporated in this post-effective
amendment no. 1 by reference).
4.2 Amended and Restated Bylaws of NATCO Group Inc., as amended
(filed as Exhibit 3.3 to our registration statement on Form
S-1 (No. 333-48851) and incorporated in this post-effective
amendment no. 1 by reference).
4.3 Certificate of Designation of Series A Junior Participating
Preferred Stock (filed as Exhibit 3.2 to our registration
statement on Form S-1 (No. 333-48851) and incorporated in this
post-effective amendment no. 1 by reference).
4.4 Specimen Common Stock certificate (filed as Exhibit 4.1 to our
registration statement on Form S-1 (No. 333-48851) and
incorporated in this post-effective amendment no. 1 by
reference).
*4.5 NATCO Group Profit Sharing and Savings Plan, as Amended and
Restated.
*4.6 First Amendment to NATCO Group Profit Sharing and Savings
Plan.
*4.7 Stock Trust Agreement
*5.1 Opinion of Vinson & Elkins L.L.P.
*23.1 Consent of KPMG LLP.
*23.2 Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1).
*24.1 Powers of Attorney.
* Previously filed.
ITEM 9. UNDERTAKINGS
Pursuant to the undertakings set forth in paragraph (3) of Item 9 entitled
"Undertakings" of the Registration Statement on Form S-8 (file no. 333-46410)
filed September 22, 2000 (the "Registration Statement"), NATCO Group Inc. hereby
removes from registration any and all remaining shares of common stock
registered under the Registration Statement which have not been issued under the
NATCO Group Profit Sharing and Savings Plan as of the effective date of this
post-effective amendment no. 1 to the Registration Statement.
II-1
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable rounds 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 Houston, State of Texas, on the
18th day of December, 2003.
NATCO Group Inc.
By: *
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Nathaniel A. Gregory
Chief Executive Officer and Chairman of
the Board
Pursuant to the requirements of the Securities Act of 1933, as amended,
this post-effective amendment no. 1 has been signed by the following persons in
the capacities indicated below on the 18th day of December, 2003.
SIGNATURE TITLE
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*
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Nathaniel A. Gregory Chairman of the Board and Chief Executive
Officer (Principal Executive Officer)
/s/ RICHARD W. FITZGERALD
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Richard W. FitzGerald Senior Vice President and
Chief Financial Officer
(Principal Financial Officer)
*
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Ryan S. Liles Vice President and Controller
(Principal Accounting Officer)
*
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Keith K. Allan Director
*
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John U. Clarke Director
*
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George K. Hickox, Jr. Director
*
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Patrick M. McCarthy Director and President
*
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Herbert S. Winokur, Jr. Director
*By: /s/ Daniel R. Carter
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Daniel R. Carter
Attorney-in-fact.
II-2
The Plan. Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the NATCO Group Profit Sharing and
Savings Plan) have duly caused this post-effective amendment no. 1 to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Houston, State of Texas, on the 18th day of December, 2003.
NATCO Group Profit Sharing and Savings Plan
By: /s/ Richard W. FitzGerald
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Richard W. FitzGerald
Senior Vice President and Chief
Financial Officer, NATCO Group Inc.,
and NATCO Group Employee Benefits
Administration Committee Member
II-3
INDEX TO EXHIBITS
4.1 Certificate of Incorporation of NATCO Group Inc., as amended
(filed as Exhibit 3.1 to our registration statement on Form
S-1 (No. 333-48851) and incorporated in this post-effective
amendment no. 1 by reference).
4.2 Amended and Restated Bylaws of NATCO Group Inc. (filed as
Exhibit 3.3 to our registration statement on Form S-1 (No.
333-48851) and incorporated in this post-effective amendment
no. 1 by reference).
4.3 Certificate of Designation of Series A Junior Participating
Preferred Stock (filed as Exhibit 3.2 to our registration
statement on Form S-1 (No. 333-48851) and incorporated in this
post-effective amendment no. 1 by reference).
4.4 Specimen Common Stock certificate (filed as Exhibit 4.1 to our
registration statement on Form S-1 (No. 333-48851) and
incorporated in this post-effective amendment no. 1 by
reference).
*4.5 NATCO Group Profit Sharing and Savings Plan, as Amended and
Restated.
*4.6 First Amendment to NATCO Group Profit Sharing and Savings
Plan.
*4.7 Stock Trust Agreement
*5.1 Opinion of Vinson & Elkins L.L.P.
*23.1 Consent of KPMG LLP.
*23.2 Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1).
*24.1 Powers of Attorney.
* Previously filed.