- Post-Effective Amendment to an S-8 filing (S-8 POS)
04 Maggio 2012 - 10:22PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on May 4, 2012
Registration No.
333-41976
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1
to
Form S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
American Axle & Manufacturing Holdings, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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38-3161171
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. employer
identification number)
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One Dauch Drive
Detroit, Michigan 48211
(313) 758-2000
(Address including zip code, and telephone number, including area code, of registrants principal executive offices)
Amended and Restated American Axle & Manufacturing of Michigan, Inc.
Management Stock Option Plan, As Amended
1997 American Axle & Manufacturing of Michigan, Inc. Replacement Plan, As Amended
American Axle & Manufacturing of Michigan, Inc.
Non-Qualified
Stock Option Agreement Dated October 29, 1997
1999 American Axle & Manufacturing of Michigan, Inc. Stock
Incentive Plan
(Full titles of the plans)
Copies to:
Steven R. Keyes
Executive Director, Administration & Legal and
Secretary
American Axle & Manufacturing Holdings, Inc.
One Dauch Drive
Detroit, Michigan 48211
(313) 758-2000
(Name, address and telephone number of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller
reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer
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x
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Accelerated filer
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¨
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Non-accelerated filer
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¨
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Smaller reporting company
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¨
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EXPLANATORY NOTE
American Axle & Manufacturing Holdings, Inc. (the Registrant) is hereby filing this Post-Effective Amendment No.1 to
Registration Statement on Form S-8 filed on July 21, 2000 (File No. 333-41976) (the Registration Statement) to deregister certain shares of the Registrants common stock relating to shares that were registered for issuance
under the Amended and Restated American Axle & Manufacturing of Michigan, Inc. Management Stock Option Plan, as amended, the American Axle & Manufacturing of Michigan, Inc. Replacement Plan, as amended, the American Axle &
Manufacturing of Michigan, Inc. Non-Qualified Stock Option Agreement, dated October 29, 1997 and the 1999 American Axle & Manufacturing of Michigan, Inc. Stock Incentive Plan (collectively, the Plans).
The Registration Statement registered a total of 11,227,155 shares under the Plans.
The Registration Statement is hereby amended to deregister the remaining unissued shares under the Plans following the expiration of the
awards under the Plans.
Part II
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Detroit, State of Michigan, on May 4, 2012.
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AMERICAN AXLE & MANUFACTURING HOLDINGS, INC
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By:
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/s/ M
ICHAEL
K.
S
IMONTE
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Michael K. Simonte
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Executive Vice President & Chief Financial Officer
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Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective
Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Each person whose signature appears below hereby constitutes and appoints Michael K. Simonte and Steven R. Keyes his or her true and lawful attorneys-in-fact and agents, with full power of substitution
and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign this Post-Effective Amendment No. 1 to the Registration Statement and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as
fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, may lawfully do or cause to be done by virtue
hereof.
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Signature
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Title
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Date
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/s/ R
ICHARD
E.
D
AUCH
Richard E. Dauch
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Co-Founder, Chairman of the Board & Chief Executive Officer/Director (principal executive
officer)
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May 4, 2012
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/s/ M
ICHAEL
K.
S
IMONTE
Michael K. Simonte
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Executive Vice President &
Chief Financial Officer
(principal financial officer)
(principal accounting officer)
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May 4, 2012
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/s/ S
ALVATORE
J. B
ONANNO
,
S
R
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Salvatore J. Bonanno, Sr.
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Director
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May 4, 2012
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/s/ E
LIZABETH
A.
C
HAPPELL
Elizabeth A. Chappell
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Director
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May 4, 2012
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/s/ D
AVID
C.
D
AUCH
David C. Dauch
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Director
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May 4, 2012
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/s/ F
OREST
J.
F
ARMER
Forest J. Farmer
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Director
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May 4, 2012
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/s/ S
TEVEN
B.
H
ANTLER
Steven B. Hantler
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Director
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May 4, 2012
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/s/ R
ICHARD
C.
L
APPIN
Richard C. Lappin
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Director
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May 4, 2012
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/s/ J
AMES
A.
M
C
C
ASLIN
James A. McCaslin
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Director
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May 4, 2012
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/s/ W
ILLIAM
P. M
ILLER
II
William P. Miller II
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Director
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May 4, 2012
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/s/ J
OHN
F.
S
MITH
John F. Smith
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Director
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May 4, 2012
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/s/ L
ARRY
K.
S
WITZER
Larry K. Switzer
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Director
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May 4, 2012
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/s/ T
HOMAS
K.
W
ALKER
Thomas K. Walker
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Director
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May 4, 2012
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/s/ D
R
. H
ENRY
T.
Y
ANG
Dr. Henry T. Yang
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Director
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May 4, 2012
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