COOPER TIRE & RUBBER COMPANY
 

As filed with the Securities and Exchange Commission on December 30, 2004

Registration No. 333-39154

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

COOPER TIRE & RUBBER COMPANY

(Exact Name of Registrant as Specified in Its Charter)
     
Delaware   34-4297750
  		 
 
(State or Other Jurisdiction of
Incorporation or Organization) 		  (I.R.S. Employer
Identification No.)

701 Lima Avenue
Findlay, Ohio 45840
(Address of Principal Executive Offices) (Zip Code)

THE STANDARD PRODUCTS COMPANY (GAYLORD, MICHIGAN PLANT)
UAW LOCAL 388 COLLECTIVELY BARGAINED
SAVINGS AND RETIREMENT PLAN
(Full Title of the Plan)

James E. Kline, Esq.
Vice President, General Counsel and Secretary
Cooper Tire & Rubber Company
701 Lima Avenue
Findlay, Ohio 45840
(Name and Address of Agent for Service)

(419) 423-1321
(Telephone Number, Including Area Code, of Agent For Service)

This Post-Effective Amendment No. 1 is being filed solely to
remove from registration securities that were registered and will not be issued.

This Post-Effective Amendment No. 1 to the Registration Statement shall become effective upon filing
with the Securities and Exchange Commission pursuant to Rule 464 under the Securities Act of 1933.

 

 

Part II

Termination of Registration

     Cooper Tire & Rubber Company (the “Registrant”) filed its Registration Statement No. 333-39154 on Form S-8 (the “Registration Statement”) with the Securities and Exchange Commission on June 13, 2000 with respect to the registration of 75,000 of the Company’s Common Shares, $1 par value per share (the “Common Shares”), which were to be issued to employees under The Standard Products Company (Gaylord, Michigan Plant) UAW Local 388 Collectively Bargained Savings and Retirement Plan (the “Plan”).

     The Company will no longer issue Common Shares under the Plan. Pursuant to the undertaking included in the Registration Statement, this Post-Effective Amendment No. 1 is being filed to remove from registration the Common Shares that have not been issued under the Plan and, accordingly, remain unsold upon termination of the offering pursuant to the Plan.

 

 

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 No. 1 to Registration Statement No. 333-39154 on Form S-8 (“Post-Effective Amendment No. 1”) to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Findlay, State of Ohio, on December 23, 2004.

         
  COOPER TIRE & RUBBER COMPANY
 		  
  By:   /s/ Philip G. Weaver    
    Philip G. Weaver, Vice President and Chief   
    Financial Officer   
 

     Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 has been executed by the following persons in the capacities indicated as of December 23, 2004.

     
Signature
   Title
/s/ Thomas A. Dattilo
Thomas A. Dattilo		   Chairman of the Board, President, Chief
Executive Officer and Director (principal
executive officer)
*
Philip G. Weaver		   Vice President and Chief Financial Officer
(principal financial officer)
*
Eileen B. White		   Corporate Controller (principal accounting officer)
*
Arthur H. Aronson		   Director
/s/ Laurie B. Breininger
Laurie B. Breininger		   Director
*
Dennis J. Gormley		   Director

3

 

     
Signature
   Title
*
John J. Holland		   Director
*
John F. Meier		   Director
*
Byron O. Pond		   Director
*
John H. Shuey		   Director
*
Richard L. Wambold		   Director

     *Thomas A. Dattilo, the undersigned attorney-in-fact, by signing his name hereto, does hereby sign and execute this Post-Effective Amendment No. 1 on behalf of the above indicated director thereof (constituting a majority of the directors) pursuant to a power of attorney filed with the Securities and Exchange Commission.

         
     
December 23, 2004  By:   /s/ Thomas A. Dattilo    
    Thomas A. Dattilo, Attorney-in-Fact   
       
 

     The Standard Products Company (Gaylord, Michigan Plant) UAW Local 388 Collectively Bargained Savings and Retirement Plan. Pursuant to the requirements of the Securities Act, the plan administrator 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 Findlay, State of Ohio, on December 23, 2004.

         
  THE STANDARD PRODUCTS COMPANY (GAYLORD, MICHIGAN PLANT) UAW LOCAL 388 COLLECTIVELY BARGAINED SAVINGS AND RETIREMENT PLAN
 		  
  By:   /s/ Philip G. Weaver    
    Philip G. Weaver   
       
 
         
     
  By:   /s/ Stephen O. Schroeder    
    Stephen O. Schroeder   
       
 
         
     
  By:   /s/ Charles F. Nagy    
    Charles F. Nagy
 		  
    As members of the Pre-Tax Savings Plan Committee   
 

4