AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 30, 2002
REGISTRATION NO. 333-31636
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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
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METTLER-TOLEDO INTERNATIONAL INC.
(Exact name of registrant as specified in its charter)
DELAWARE 13-3668641
(State or other (I.R.S. Employer
jurisdiction of Identification Number)
incorporation or
organization)
IM LANGACHER, P.O. BOX MT-100
CH 8606 GREIFENSEE
SWITZERLAND
(Address of Principal Executive Offices)
METTLER-TOLEDO, INC. ENHANCED RETIREMENT SAVINGS PLAN
(Full title of the plan)
DENNIS BRAUN
METTLER-TOLEDO INTERNATIONAL INC.
IM LANGACHER, P.O. BOX MT-100
CH 8606 GREIFENSEE
SWITZERLAND
011 411 944 2211
(Name, address, and telephone number of agent for service)
EXPLANATORY NOTE
Mettler-Toledo International Inc. (the "Registrant") previously filed a
registration statement on Form S-8 (the "Prior Registration Statement")
with the Securities and Exchange Commission (SEC File No. 333-31636) in
connection with the registration of shares of common stock of
Mettler-Toledo International Inc., par value $.01 per share, to be offered
under the Mettler Toledo Retirement Savings Plan (the "Plan"), and an
indeterminate amount of interests to be offered pursuant to the Plan. The
Plan was amended and restated by the Registrant effective July 1, 2002,
except as otherwise provided therein, and the name of the Plan was changed
to the Mettler-Toledo, Inc. Enhanced Retirement Savings Plan. The purpose
of this Post-Effective Amendment No. 1 to Form S-8 is to file as an exhibit
to the Prior Registration Statement a copy of the Mettler-Toledo, Inc.
Enhanced Retirement Savings Plan.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits
Item 8 is hereby amended to include the Mettler-Toledo, Inc.
Enhanced Retirement Savings Plan as Exhibit 4.5.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended (the "Securities Act"), the Company 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 No. 1
to Form S-8 to be signed on its behalf by the undersigned, thereunto duly
authorized, in Greifensee, Switzerland, on December 30, 2002.
Mettler-Toledo International Inc.
By: /s/ Dennis Braun
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Dennis Braun
Chief Financial Officer
Pursuant to the requirements of the Securities Act, this
Post-Effective Amendment No. 1 to Form S-8 has been signed below by the
following persons in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
Chairman of the Board,
President and
/s/ Robert F. Spoerry* Chief Executive Officer December 30, 2002
-----------------------
Robert F. Spoerry
/s/ Dennis Braun
----------------------- Chief Financial Officer December 30, 2002
Dennis Braun
/s/ Phillip Caldwell* Director December 30, 2002
-----------------------
Phillip Caldwell
/s/ Director December __, 2002
-----------------------
John T. Dickson
/s/ Director December __, 2002
-----------------------
Philip H. Geier
/s/ Reginal H. Jones* Director December 30, 2002
-----------------------
Reginal H. Jones
/s/ Director December __, 2002
-----------------------
Hans Ulrich Maerki
/s/ John D. Macomber* Director December 30, 2002
-----------------------
John D. Macomber
/s/ George M. Milne* Director December 30, 2002
-----------------------
George M. Milne
/s/ Thomas P. Salice* Director December 30, 2002
-----------------------
Thomas P. Salice
*By /s/ James T. Bellerjeau
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James T. Bellerjeau
Attorney-in-Fact
PLAN SIGNATURE
Pursuant to the requirements of the Securities Act, the
administrator of the Mettler-Toledo, Inc. Enhanced Retirement Savings Plan
has duly caused this Post-Effective Amendment No. 1 to Form S-8 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Columbus, State of Ohio, on this 30th day of December, 2002.
METTLER-TOLEDO, INC. ENHANCED RETIREMENT SAVINGS PLAN
By /s/ Timothy J. Marker
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Timothy J. Marker
Vice President, Human Resources
Index to Exhibits
EXHIBIT NO. DESCRIPTION OF EXHIBIT
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4.1 Specimen Form of the Registrant's Common Stock Certificate (filed
as Exhibit 4.3 to the Registrant's Registration Statement, as
amended (File No. 333-35597), on Form S-1 and incorporated by
reference herein).
4.2 Amended and Restated Certificate of Incorporation of the
Registrant (filed as Exhibit 3.1 to the Registrant's Annual
Report on Form 10-K for the Fiscal Year Ending December 31, 1997
and incorporated by reference herein).
4.3 Amended By-Laws of the Registrant (filed as Exhibit 3 to the
Registrant's Quarterly Report on Form 10-Q for the quarter ending
June 30, 2002 and incorporated by reference herein).
4.4* Mettler Toledo Retirement Savings Plan.
4.5** Mettler-Toledo, Inc. Enhanced Retirement Savings Plan.
23.1** Consent of PricewaterhouseCoopers AG.
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* filed with the Prior Registration Statement
** filed herewith