As filed with the Securities and Exchange Commission on February 24, 2021.
Registration No. 333-197076
Registration No. 333-197077
Registration No. 333-197079

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-197076
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-197077
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-197079
UNDER
THE SECURITIES ACT OF 1933

TIMKENSTEEL CORPORATION
(Exact name of registrant as specified in its charter)

 
			
Ohio	 	46-4024951	
(State or other jurisdiction of
incorporation or organization)	 	(I.R.S. Employer
Identification No.)	
1835 Dueber Avenue SW, Canton, Ohio 44706
(Address of principal executive offices) (zip code)
TimkenSteel Corporation Savings Plan for Certain Bargaining Employees
TimkenSteel Corporation Savings and Investment Pension Plan
TimkenSteel Corporation Voluntary Investment Pension Plan
(Full title of the plan)
Kristine C. Syrvalin, Esq.
Executive Vice President, General Counsel and Secretary
TimkenSteel Corporation
1835 Dueber Avenue, SW
Canton, Ohio 44706
(330) 471-7000
(Name, address and telephone number, including area code, of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	 	☐	  	Accelerated filer	 	☒	
				
Non-accelerated filer	 	☐	  	Smaller reporting company	 	☐	
				
	 		  	Emerging growth company	 	☐	
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

 

EXPLANATORY NOTE
DEREGISTRATION OF SECURITIES
TimkenSteel Corporation, an Ohio corporation (the “Registrant”), is filing this Post-Effective Amendment on Form S-8 (the “Post-Effective Amendment”) to deregister any and all securities (including plan interests) that remain unissued or unsold under the Registrant’s Registration Statements on Form S-8 (Nos. 333-197076, 333-197077, and 333-197079) (collectively, the “Registration Statements”) relating specifically to the TimkenSteel Corporation Savings Plan for Certain Bargaining Employees, the TimkenSteel Corporation Savings and Investment Pension Plan, and the TimkenSteel Corporation Voluntary Investment Pension Plan (collectively, the “Plans”). The Registration Statements registered (1) 100,000 common shares, without par value, of the Registrant on June 27, 2014 for the TimkenSteel Corporation Savings Plan for Certain Bargaining Employees, (2) 3,250,000 common shares, without par value, of the Registrant on June 27, 2014 for the TimkenSteel Corporation Savings and Investment Pension Plan, and (3) 750,000 common shares, without par value, of the Registrant on June 27, 2014 for the TimkenSteel Corporation Voluntary Investment Pension Plan, plus in each case an indeterminate amount of plan interests, to be offered and sold pursuant to the Plans. The offerings pursuant to these Plans have concluded and, accordingly, this Post-Effective Amendment to the Registration Statements is being filed in order to deregister all securities specifically attributable to the Plans that were registered under the Registration Statements and remain unissued or unsold under the Plans.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
 
Item 8.	Exhibits.	

Exhibit	
Number	  	Description	
			
24.1	  	Powers of Attorney		

SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended (the “Securities Act”), 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 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Canton, State of Ohio, on February 24, 2021.

TIMKENSTEEL CORPORATION	
		
By:	 	/s/ Kristine C. Syrvalin	
	 	Name:    Kristine C. Syrvalin	
	 	Title:      Executive Vice President, General
Counsel and Secretary	
Pursuant to the requirements of the Securities Act, this Post-Effective Amendment has been signed by the following persons in the capacities and on the dates indicated.

Date: February 24, 2021	  	                    *
Michael S. Williams
Director and Chief Executive Officer and President
(Principal Executive Officer)	
		
Date: February 24, 2021	  	                    *
Kristopher R. Westbrooks
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)	
		
Date: February 24, 2021	  	                    *
Nicholas A. Yacobozzi
Corporate Controller
(Principal Accounting Officer)	
		
Date: February 24, 2021	  	                    *
Terry L. Dunlap
Director	
		
Date: February 24, 2021	  	                    *
Joseph A. Carrabba
Director	
		
Date: February 24, 2021	  	                    *
Leila L. Vespoli
Director	
		
Date: February 24, 2021	  	                    *
Diane C. Creel
Director	
		
Date: February 24, 2021	  	                    *
Randall H. Edwards
Director	
		
Date: February 24, 2021	  	                    *
Donald T. Misheff
Director	
		
Date: February 24, 2021	  	                    *
John P. Reilly
Director	

			
Date: February 24, 2021	  	                    *
Ronald A. Rice
Director	
		
Date: February 24, 2021	  	                    *
Randall A. Wotring
Director	
 
*	This Post-Effective Amendment has been signed as of February 24, 2021 on behalf of the above officers and directors by Kristine C. Syrvalin, as attorney-in-fact, pursuant to a power of attorney filed as Exhibit 24.1 to this Post-Effective Amendment.	

By:	 	/s/ Kristine C. Syrvalin	
Name:     Kristine C. Syrvalin	
Title:       Executive Vice President, General Counsel
and Secretary	
Pursuant to the requirements of the Securities Act, the trustees (or other persons who administer the Plans referenced herein) have duly caused this Post-Effective Amendment to be signed on their behalf by the undersigned, thereunto duly authorized, in the City of Canton, State of Ohio, on February 24, 2021.

TIMKENSTEEL CORPORATION	
SAVINGS PLAN FOR CERTAIN	
BARGAINING EMPLOYEES	
		
By:	 	/s/ Kristine C. Syrvalin	
Name:	 	Kristine C. Syrvalin	
Title:	 	Executive Vice President, General	
	 	Counsel & Secretary	
	
TIMKENSTEEL CORPORATION	
SAVINGS AND INVESTMENT	
PENSION PLAN	
		
By:	 	/s/ Kristine C. Syrvalin	
Name:	 	Kristine C. Syrvalin	
Title:	 	Executive Vice President, General	
	 	Counsel & Secretary	
	
TIMKENSTEEL CORPORATION	
VOLUNTARY INVESTMENT	
PENSION PLAN	
		
By:	 	/s/ Kristine C. Syrvalin	
Name:	 	Kristine C. Syrvalin	
Title:	 	Executive Vice President, General	
	 	Counsel & Secretary	

Exhibit 24.1
TIMKENSTEEL CORPORATION
POST-EFFECTIVE AMENDMENT ON FORM S-8
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned officers and directors of TimkenSteel Corporation, an Ohio corporation (the “Registrant”), hereby constitutes and appoints Michael S. Williams, Kristopher R. Westbrooks and Kristine C. Syrvalin, or any of them, each acting alone, as the true and lawful attorney-in-fact or agent, or attorneys-in-fact or agents, for each of the undersigned, with full power of substitution and resubstitution, and in the name, place and stead of each of the undersigned, to execute and file (1) one or more Post-Effective Amendments on Form S-8 (the “Post-Effective Amendment”) with respect to the deregistration under the Securities Act of 1933 of common shares, without par value per share, of the Registrant and plan interests relating specifically to the TimkenSteel Corporation Savings Plan for Certain Bargaining Employees, the TimkenSteel Corporation Savings and Investment Pension Plan, and/or the TimkenSteel Corporation Voluntary Investment Pension Plan, (2) any and all amendments, including post-effective amendments, supplements and exhibits to the Post-Effective Amendment and (3) any and all applications or other documents to be filed with the Securities and Exchange Commission or any state securities commission or other regulatory authority or exchange with respect to the securities relating to the Post-Effective Amendment, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same as fully to all intents and purposes as he or she might or could do if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them, may lawfully do or cause to be done by virtue hereof.
This Power of Attorney may be executed in multiple counterparts, each of which shall be deemed an original with respect to the person executing it.
IN WITNESS WHEREOF, the undersigned have hereunto set their hands as of the 24th day of February 2021:

/s/ Michael S. Williams
Michael S. Williams
Director and Chief Executive Officer and President	 		 	/s/ Kristopher R. Westbrooks
Kristopher R. Westbrooks
Executive Vice President and Chief Financial Officer	
			
/s/ Nicholas A. Yacobozzi
Nicholas A. Yacobozzi
Corporate Controller	 		 	/s/ Terry L. Dunlap
Terry L. Dunlap
Director	
			
/s/ Joseph A. Carrabba
Joseph A. Carrabba
Director	 		 	/s/ Leila L. Vespoli
Leila L. Vespoli
Director	
			
/s/ Diane C. Creel
Diane C. Creel
Director	 		 	/s/ Randall H. Edwards
Randall H. Edwards
Director	
			
/s/ Donald T. Misheff
Donald T. Misheff
Director	 		 	/s/ John P. Reilly
John P. Reilly
Director	
			
/s/ Ronald A. Rice
Ronald A. Rice
Director	 		 	/s/ Randall A. Wotring
Randall A. Wotring
Director