As filed with the Securities and Exchange Commission on February 11, 2004
Registration No. 33-63709
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
_________________________________________________
THE HALLWOOD GROUP INCORPORATED
(Exact name of registrant as specified in its charter)
Delaware 51-0261339
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3710 Rawlins
Suite 1500
Dallas, TX 75219
(Address of principal executive offices) (Zip Code)
__________________________________________________
1995 STOCK OPTION PLAN
(Full title of the plan)
__________________________________________________
Melvin J. Melle Copy to:
Vice President
The Hallwood Group Incorporated W. Alan Kailer, Esq.
3710 Rawlins Jenkens & Gilchrist,
Suite 1500 a Professional Corporation
Dallas, TX 75219 1445 Ross Avenue
(214) 528-5588 Suite 3200
(Name, address and telephone number, Dallas, TX 75202
including area code, of agent for service)
__________________________________________________
CALCULATION OF REGISTRATION FEE
==================================================================================================================
Proposed
Proposed Maximum
Title of Class of Amount Maximum Aggregate Amount of
Securities to be Registered to be Offering Price Offering Registration
Registered(1)(2) per Share(3)(4) Price(3)(4) Fee(4)
------------------------------------------------------------------------------------------------------------------
Common Stock, $.10 par value per share 40,800 shares $37.875 $1,545,300 $195.79
==================================================================================================================
(1) The securities to be registered consist of 40,800 shares reserved for
issuance under the 1995 Stock Option Plan.
(2) Pursuant to Rule 416, this Registration Statement is deemed to include
additional shares of common stock issuable under the terms of the Plan to
prevent dilution resulting from any further stock split, stock dividend or
similar transaction.
(3) Estimated solely for the purpose of calculating the registration fee as of
February 10, 2004.
(4) Calculated pursuant to Rule 457(c) and (h).
Pursuant to General Instruction E for registration statements on Form
S-8, the contents of the Post-Effective Amendment No. 1 on Form S-8 to the
Registration Statement on Form S-8 of The Hallwood Group Incorporation relating
to its 1995 Stock Option Plan (the "Plan"), file number 33-63709, filed with the
Securities and Exchange Commission on October 26, 1995, are incorporated herein
by reference.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
___________________
* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from the Registration Statement in accordance
with Rule 428 under the Securities Act of 1933, as amended, and the
Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Registrant hereby incorporates by reference in this registration
statement the following documents previously filed by the Registrant with the
Securities and Exchange Commission (the "Commission"):
(1) the Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 2002;
(2) the Registrant's Quarterly Reports on Form 10-Q for the
quarters ended March 31, June 30, and September 30, 2003;
(3) the Registrant's Current Reports on Form 8-K filed with the
Commission on April 23, May 16, July 14, November 17 and
December 22, 2003; and
(4) the description of the Registrant's Common Stock as set forth
in the Registrant's Form 8-A Registration Statement filed with
the Commission on January 28, 1982, including any amendment or
report filed for the purpose of updating such description.
All documents filed by the Registrant with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended, subsequent to the date of this registration statement shall be deemed
to be incorporated herein by reference and to be a part hereof from the date of
the filing of such documents until such time as there shall have been filed a
post-effective amendment that indicates that all securities offered hereby have
been sold or which deregisters all securities remaining unsold at the time of
such amendment.
Item 8. Exhibits.
(a) Exhibits.
The following documents are filed as a part of this registration
statement.
Exhibit Description of Exhibit
4.1 1995 Stock Option Plan (filed as Annex B to the Company's
Proxy Statement on Schedule 14A for the year ended December
31, 2000 and incorporated herein by reference).
5.1* Opinion of Jenkens & Gilchrist, P.C.
23.1* Consent of Jenkens & Gilchrist, P.C. (included in opinion
filed as Exhibit 5.1 hereto).
23.2* Consent of Deloitte & Touche LLP, independent auditors.
_____________________
*Filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 as amended,
this Post-Effective Amendment No. 1 to Registration Statement No. 33-63709.:
THE HALLWOOD GROUP INCORPORATED
By: /s/ Melvin J. Melle
-------------------------------------
Melvin J. Melle
Vice President, Chief Financial
Officer and Secretary
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Capacity Date
--------- -------- ----
*
------------------------------ Chairman, Chief Executive Officer and February 10, 2004
Anthony J. Gumbiner President
*
------------------------------ Vice President, Chief Financial Officer and February 10, 2004
Melvin J. Melle Secretary
*
------------------------------ Director February 10, 2004
Charles A. Crocco
*
------------------------------ Director February 10, 2004
Thomas J. Talbot
* /s/ Melvin J. Melle,
------------------------------
as agent and attorney-in-fact
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
------ ----------------------
4.1 1995 Stock Option Plan (filed as Annex B to the Company's Proxy
Statement on Schedule 14A for the year ended December 31, 2000 and
incorporated herein by reference).
5.1* Opinion of Jenkens & Gilchrist, P.C.
23.1* Consent of Jenkens & Gilchrist, P.C. (included in opinion filed as
Exhibit 5.1 hereto).
23.2* Consent of Deloitte & Touche LLP, independent auditors.
________________________
*Filed herewith.