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<H5 align="left" style="page-break-before:always"><A HREF="#L42750toc">Table of Contents</A></H5><P>
<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV align="center" style="font-size: 10pt; margin-top: 18pt">As filed with the Securities and Exchange Commission on May&nbsp;19, 2011
</DIV>


<DIV align="right" style="font-size: 10pt; margin-top: 12pt">Registration No.&nbsp;333-&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
</DIV>


<DIV style="width: 100%; border-bottom: 2pt solid black; font-size: 1pt">&nbsp;</DIV>
<DIV style="width: 100%; border-bottom: 1pt solid black; font-size: 1pt">&nbsp;</DIV>




<DIV align="center" style="font-size: 14pt; margin-top: 12pt"><B>UNITED STATES SECURITIES AND EXCHANGE COMMISSION</B>
</DIV>

<DIV align="center" style="font-size: 12pt"><B>Washington, D.C. 20549</B>
</DIV>

<DIV align="center" style="font-size: 18pt; margin-top: 12pt"><B>FORM S-8</B>
</DIV>

<DIV align="center" style="font-size: 12pt; margin-top: 12pt"><B>REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933</B></DIV>

<DIV align="center" style="font-size: 24pt; margin-top: 12pt"><B>CORE MOLDING TECHNOLOGIES, INC.</B>
</DIV>

<DIV align="center" style="font-size: 10pt">
(Exact name of registrant as specified in its charter)</DIV>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="47%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="47%">&nbsp;</TD>
</TR>
<TR></TR>
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<TR valign="bottom">
    <TD align="center" valign="top"><B>Delaware</B><BR>
(State or other jurisdiction <BR>
of incorporation or organization)
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top"><B>31-1481870</B><BR>
(I.R.S. Employer<BR>
Identification Number)</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><B>800 Manor Park Drive <BR>
Columbus, Ohio</B><BR>
(Address of Principal Executive Offices)
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top"><B>43228-0183</B><BR>
(Zip Code)</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 12pt"><B>Stock Option Agreement (Non-Qualified Director Stock Option) with Thomas R. Cellitti (33,250 Shares)<BR>
Stock Option Agreement (Non-Qualified Director Stock Option) with James F. Crowley (22,650 Shares)<BR>
Stock Option Agreement (Non-Qualified Director Stock Option) with Malcolm M. Prine (33,250 Shares)<BR>
Stock Option Agreement (Non-Qualified Director Stock Option) with Malcolm M. Prine (66,500 Shares)</B><BR>
(Full title of plan)</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 12pt"><B>Herman F. Dick, Jr.<BR>
c/o Core Molding Technologies, Inc.<BR>
800 Manor Park Drive<BR>
Columbus, Ohio 43228-0183</B><BR>
(Name and address of agent for service)</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 12pt"><B>(614)&nbsp;870-5000</B><BR>
(Telephone number, including area code, of agent for service)</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">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 &#147;large accelerated
filer,&#148; &#147;accelerated filer&#148; and &#147;smaller reporting company&#148; in Rule&nbsp;12b-2 of the Exchange Act.
</DIV>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="22%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="22%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="22%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="22%">&nbsp;</TD>
</TR>
<TR></TR>
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<TR valign="bottom">
    <TD align="center" valign="top"><FONT style="white-space: nowrap">Large accelerated filer <FONT style="font-family: Wingdings">&#111;</FONT></FONT>
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top"><FONT style="white-space: nowrap">Accelerated filer <FONT style="font-family: Wingdings">&#111;</FONT></FONT>
</TD>
    <TD>&nbsp;</TD>

<TD align="center" valign="top"><FONT style="white-space: nowrap">Non-accelerated
filer <FONT style="font-family: Wingdings">&#111;</FONT></FONT>
</TD>
    <TD>&nbsp;</TD>

<TD align="center" valign="top"><FONT style="white-space: nowrap">Smaller
reporting company <FONT style="font-family: Wingdings">&#254;</FONT></FONT></TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top">&nbsp;
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top"><FONT style="white-space: nowrap">(Do not check if a smaller reporting company)</FONT></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 12pt"><B>CALCULATION OF REGISTRATION FEE</B></DIV>


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="1%">&nbsp;</TD>
    <TD width="54%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD><!-- VRule -->
    <TD width="2%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD><!-- VRule -->
    <TD width="2%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD><!-- VRule -->
    <TD width="2%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD><!-- VRule -->
    <TD width="2%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>

    <TD width="1%">&nbsp;</TD>
</TR><TR style="font-size: 1px" valign="bottom">
    <TD nowrap align="left" colspan="23" style="border-bottom: 3px double #000000">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">    <TD width="1%">&nbsp;</TD>

    <TD>&nbsp;</TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="2">Proposed</TD>
    <TD>&nbsp;</TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="2">Proposed</TD>
    <TD>&nbsp;</TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="2">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">    <TD width="1%">&nbsp;</TD>

    <TD>&nbsp;</TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="2">Amount</TD>
    <TD>&nbsp;</TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="2">Maximum</TD>
    <TD>&nbsp;</TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="2">Maximum</TD>
    <TD>&nbsp;</TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="2">Amount of</TD>
    <TD>&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">    <TD width="1%">&nbsp;</TD>

    <TD nowrap align="center">Title of</TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="2">to be</TD>
    <TD>&nbsp;</TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="2">Offering Price</TD>
    <TD>&nbsp;</TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="2">Aggregate</TD>
    <TD>&nbsp;</TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="2">Registration</TD>
    <TD>&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">    <TD width="1%">&nbsp;</TD>

    <TD nowrap align="center">Securities to be Registered</TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="2">Registered<sup>(1)</sup></TD>
    <TD>&nbsp;</TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="2">Per Share<sup>(2)</sup></TD>
    <TD>&nbsp;</TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="2">Offering Price<sup>(2)</sup></TD>
    <TD>&nbsp;</TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="2">Fee</TD>
    <TD>&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD width="1%" style="border-top: 2px solid #000000">&nbsp;</TD>
                    <TD style="border-top: 2px solid #000000"><DIV style="margin-left:15px; text-indent:-15px">Common Stock, par value $.01 per share (&#147;Common Stock&#148;) </DIV></TD>
    <TD style="border-right: 2px solid #000000; border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD align="right" style="border-top: 2px solid #000000">155,650</TD>
    <TD style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-right: 2px solid #000000; border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD nowrap align="left" style="border-top: 2px solid #000000">$</TD>
    <TD align="right" style="border-top: 2px solid #000000">3.21</TD>
    <TD nowrap style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-right: 2px solid #000000; border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD nowrap align="left" style="border-top: 2px solid #000000">$</TD>
    <TD align="right" style="border-top: 2px solid #000000">499,637</TD>
    <TD nowrap style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-right: 2px solid #000000; border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD align="left" style="border-top: 2px solid #000000">$</TD>
    <TD align="right" style="border-top: 2px solid #000000">59</TD>
    <TD style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD width="1%" style="border-top: 2px solid #000000">&nbsp;</TD>
</TR>
<TR style="font-size: 1px" valign="bottom">
    <TD nowrap align="left" colspan="23" style="border-top: 3px double #000000">&nbsp;</TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>


<DIV align="left">
<DIV style="font-size: 0pt; margin-top: 6pt; width: 18%; border-top: 0px solid #000000">&nbsp;</DIV>
</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR>
    <TD width="3%"></TD>
    <TD width="1%"></TD>
    <TD width="96%"></TD>
</TR>

<TR valign="top">
    <TD nowrap align="left">(1)</TD>
    <TD>&nbsp;</TD>
    <TD>Together with an indeterminate number of additional shares that may be necessary to adjust the number of shares reserved for
issuance pursuant to employee benefit plans described herein as a result of any future stock split, stock dividend or similar
adjustment of the outstanding Common Stock of the Registrant pursuant to Rule&nbsp;416(a).</TD>
</TR>

<TR style="font-size: 3pt"><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD nowrap align="left">(2)</TD>
    <TD>&nbsp;</TD>
    <TD>Estimated solely for the purpose of calculating the registration fee pursuant to Rule&nbsp;457(h)(1) promulgated under the Securities
Act of 1933, as amended, and calculated on the basis of the highest price at which the options may be exercised.</TD>
</TR>

</TABLE>



<DIV style="width: 100%; border-bottom: 1pt solid black; margin-top: 10pt; font-size: 1pt">&nbsp;</DIV>
<DIV style="width: 100%; border-bottom: 2pt solid black; font-size: 1pt">&nbsp;</DIV>





<P align="center" style="font-size: 10pt"><!-- Folio -->&nbsp;<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">






<!-- TOC -->
<A name="L42750toc"><DIV align="CENTER" style="page-break-before:always"><U><B>TABLE OF CONTENTS</B></U></DIV></A>

<P><CENTER>
<TABLE border="0" width="90%" cellpadding="0" cellspacing="0">
<TR>
	<TD width="3%"></TD>
	<TD width="3%"></TD>
	<TD width="3%"></TD>
	<TD width="3%"></TD>
	<TD width="3%"></TD>
	<TD width="3%"></TD>
	<TD width="3%"></TD>
	<TD width="3%"></TD>
	<TD width="76%"></TD>
</TR>
<TR><TD colspan="9"><A HREF="#L42750000"> PART I</A></TD></TR>
<TR><TD colspan="9"><A HREF="#L42750001"> PART II</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#L42750002">Item&nbsp;3. Incorporation of Documents by Reference.</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#L42750003">Item&nbsp;4. Description of Securities.</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#L42750004">Item&nbsp;5. Interests of Named Experts and Counsel.</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#L42750005">Item&nbsp;6. Indemnification of Directors and Officers .</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#L42750006">Item&nbsp;7. Exemption from Registration Claimed.</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#L42750007">Item&nbsp;8. Exhibits.</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#L42750008">Item&nbsp;9. Undertakings.</A></TD></TR>
<TR><TD colspan="9"><A HREF="#L42750009"> SIGNATURES</A></TD></TR>
<TR><TD colspan="9"><A HREF="#L42750010">INDEX TO EXHIBITS</A></TD></TR>
<TR><TD colspan="9"><A HREF="l42750exv4w1.htm">EX-4.1</A></TD></TR>
<TR><TD colspan="9"><A HREF="l42750exv4w2.htm">EX-4.2</A></TD></TR>
<TR><TD colspan="9"><A HREF="l42750exv4w3.htm">EX-4.3</A></TD></TR>
<TR><TD colspan="9"><A HREF="l42750exv4w4.htm">EX-4.4</A></TD></TR>
<TR><TD colspan="9"><A HREF="l42750exv5.htm">EX-5</A></TD></TR>
<TR><TD colspan="9"><A HREF="l42750exv23w1.htm">EX-23.1</A></TD></TR>
<TR><TD colspan="9"><A HREF="l42750exv24.htm">EX-24</A></TD></TR>
</TABLE>
</CENTER>
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<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>EXPLANATORY STATEMENT</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This Registration Statement on Form S-8 (the &#147;Registration Statement&#148;) relates to the
registration of 155,650 shares of common stock, par value $0.01 per share (&#147;Common Stock&#148;), of Core
Molding Technologies, Inc. (the &#147;Registrant&#148;) issuable under the Stock Option Agreement
(Non-Qualified Director Stock Option) with Thomas R. Cellitti dated February&nbsp;2, 2004 (33,250
shares), the Stock Option Agreement (Non-Qualified Director Stock Option) with James F. Crowley
dated February&nbsp;2, 2004 (22,650 shares), the Stock Option Agreement (Non-Qualified Director Stock
Option) with Malcolm M. Prine dated February&nbsp;2, 2004 (33,250 shares) and the Stock Option Agreement
(Non-Qualified Director Stock Option) with Malcolm M. Prine dated February&nbsp;2, 2004 (66,500 shares)
(such agreements are collectively referred to herein as the &#147;Plans&#148;).
</DIV>
<!-- link1 " PART I" -->
<DIV align="left"><A NAME="L42750000"></A></DIV>

<DIV align="Center" style="font-size: 10pt; margin-top: 6pt"><B>PART I<BR>
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Core Molding Technologies, Inc. has sent or given or will send or give documents containing
the information specified by Part&nbsp;I of this Registration Statement to participants in the Plans to
which this Registration Statement relates, as specified in Rule&nbsp;428(b)(1) promulgated by the
Securities and Exchange Commission (the &#147;Commission&#148;) under the Securities Act of 1933, as amended
(the &#147;Securities Act&#148;). The Registrant is not filing such documents with the Commission, but these
documents constitute (along with the documents incorporated by reference into the Registration
Statement pursuant to Item&nbsp;3 of Part&nbsp;II hereof) a prospectus that meets the requirements of Section
10(a) of the Securities Act.
</DIV>
<!-- link1 " PART II" -->
<DIV align="left"><A NAME="L42750001"></A></DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>PART II<BR>
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</B>
</DIV>

<!-- link2 "Item&nbsp;3. Incorporation of Documents by Reference." -->
<DIV align="left"><A NAME="L42750002"></A></DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Item&nbsp;3. </B><U><B>Incorporation of Documents by Reference</B></U><B>.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The following documents filed with the Commission are hereby incorporated by reference in this
Registration Statement:
</DIV>


<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left">(a)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the Registrant&#146;s Annual Report on Form 10-K for the fiscal year ended
December&nbsp;31, 2010, filed on March&nbsp;29, 2011; and</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left">(b)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the description of the Registrant&#146;s Common Stock contained in the
Registration Statement on Form S-4 filed under the Securities Act, on
November&nbsp;8, 1996, including any amendments or reports filed for the
purpose of updating such description.</TD>
</TR>

</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All documents subsequently filed (but not furnished) by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the &#147;Exchange Act&#148;),
prior to the filing of a post-effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to
be incorporated by reference herein and to be part hereof from the date of the filing of such
documents.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Any statement contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this Registration Statement to
the extent that a statement contained herein or in any other subsequently filed document which also
is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
</DIV>
<!-- link2 "Item&nbsp;4. Description of Securities." -->
<DIV align="left"><A NAME="L42750003"></A></DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Item&nbsp;4. </B><U><B>Description of Securities</B></U><B>.</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not applicable.</DIV>


<P align="center" style="font-size: 10pt"><!-- Folio -->&nbsp;<!-- /Folio -->
</DIV>

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<H5 align="left" style="page-break-before:always"><A HREF="#L42750toc">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">



<!-- link2 "Item&nbsp;5. Interests of Named Experts and Counsel." -->
<DIV align="left"><A NAME="L42750004"></A></DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Item&nbsp;5. </B><U><B>Interests of Named Experts and Counsel</B></U><B>.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not applicable.
</DIV>
<!-- link2 "Item&nbsp;6. Indemnification of Directors and Officers ." -->
<DIV align="left"><A NAME="L42750005"></A></DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Item&nbsp;6. </B><U><B>Indemnification of Directors and Officers</B></U><B>.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;102(b)(7) of the Delaware General Corporation Law permits a Delaware corporation to
limit the liability of its directors through a provision in its certificate of incorporation, and
provides, in pertinent part, as follows:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">(b)&nbsp;In addition to the matters required to be set forth in the certificate of incorporation by
subsection (a)&nbsp;of this section, the certificate of incorporation may also contain any or all
of the following matters:
</DIV>

<DIV align="Center" style="font-size: 10pt; margin-top: 6pt">* * *
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">(7)&nbsp;A provision eliminating or limiting the personal liability of a director to the
corporation or its stockholders for monetary damages for breach of fiduciary duty as a
director, provided that such provision shall not eliminate or limit the liability of a
director: (i)&nbsp;for any breach of the director&#146;s duty of loyalty to the corporation or its
stockholders; (ii)&nbsp;for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law; (iii)&nbsp;under section 174 of this title; or (iv)&nbsp;for
any transaction from which the director derived an improper personal benefit. No such
provision shall eliminate or limit the liability of a director for any act or omission
occurring prior to the date when such provision becomes effective.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Article&nbsp;XI of the Certificate of Incorporation of the Registrant, as amended, limits the
personal liability of the directors of the Registrant and provides as follows:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SECTION 1. <U>Limitation of Directors&#146; Liability</U>.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;A. No director of the corporation shall be personally liable to the Corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director, except, to the
extent provided by applicable law, for liability (i)&nbsp;for breach of the director&#146;s duty of
loyalty to the Corporation or its stockholders, (ii)&nbsp;for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law, (iii)&nbsp;pursuant to
Section&nbsp;174 of the Delaware General Corporation Law or (iv)&nbsp;for any transaction from which the
director derived an improper personal benefit. If the Delaware General Corporation Law is
hereafter amended to authorize corporate action further limiting or eliminating the personal
liability of directors, then the liability of each director of the Corporation shall be
limited or eliminated to the full extent permitted by the Delaware General Corporation Law as
so amended from time to time.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;B. Neither the amendment nor repeal of this Section&nbsp;1, nor the adoption of any provision
of the Certificate of Incorporation inconsistent with this Section&nbsp;1, shall eliminate or
reduce the effect of this Section&nbsp;1, in respect of any matter occurring, or any cause of
action, suit or claim that, but for this Section&nbsp;1, would accrue or arise, prior to such
amendment, repeal or adoption of an inconsistent provision.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;145 of the Delaware General Corporation Law governs indemnification by a Delaware
corporation and provides as follows:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) A corporation shall have power to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (other than an action by
or in the right of the corporation) by reason of the fact that the person is or was a
director, officer, employee or agent of the corporation, or is or was serving at the request
of the corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against expenses (including attorneys&#146;
fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the
person in connection with such action, suit or proceeding if the person acted in good faith
and in a manner the person reasonably believed to be in or not opposed to the best interests
of the corporation, and, with respect to any criminal action or proceeding, had no reasonable
cause to believe the person&#146;s conduct was unlawful. The termination of any
</DIV>

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent, shall not, of itself, create a presumption that the person did
not act in good faith and in a manner which the person reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that the person&#146;s conduct was unlawful.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) A corporation shall have power to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or suit by or in
the right of the corporation to procure a judgment in its favor by reason of the fact that the
person is or was a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against expenses (including
attorneys&#146; fees) actually and reasonably incurred by the person in connection with the defense
or settlement of such action or suit if the person acted in good faith and in a manner the
person reasonably believed to be in or not opposed to the best interests of the corporation
and except that no indemnification shall be made in respect of any claim, issue or matter as
to which such person shall have been adjudged to be liable to the corporation unless and only
to the extent that the Court of Chancery or the court in which such action or suit was brought
shall determine upon application that, despite the adjudication of liability but in view of
all the circumstances of the case, such person is fairly and reasonably entitled to indemnity
for such expenses which the Court of Chancery or such other court shall deem proper.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c) To the extent that a present or former director or officer of a corporation has been
successful on the merits or otherwise in defense of any action, suit or proceeding referred to
in subsections (a)&nbsp;and (b)&nbsp;of this section, or in defense of any claim, issue or matter
therein, such person shall be indemnified against expenses (including attorneys&#146; fees)
actually and reasonably incurred by such person in connection therewith.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d) Any indemnification under subsections (a)&nbsp;and (b)&nbsp;of this section (unless ordered by
a court) shall be made by the corporation only as authorized in the specific case upon a
determination that indemnification of the present or former director, officer, employee or
agent is proper in the circumstances because the person has met the applicable standard of
conduct set forth in subsections (a)&nbsp;and (b)&nbsp;of this section. Such determination shall be
made, with respect to a person who is a director or officer of the corporation at the time of
such determination: (1)&nbsp;by a majority vote of the directors who are not parties to such
action, suit or proceeding, even though less than a quorum; or (2)&nbsp;by a committee of such
directors designated by majority vote of such directors, even though less than a quorum; or
(3)&nbsp;if there are no such directors, or if such directors so direct, by independent legal
counsel in a written opinion; or (4)&nbsp;by the stockholders.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e) Expenses (including attorneys&#146; fees) incurred by an officer or director of the
corporation in defending any civil, criminal, administrative or investigative action, suit or
proceeding may be paid by the corporation in advance of the final disposition of such action,
suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer
to repay such amount if it shall ultimately be determined that such person is not entitled to
be indemnified by the corporation as authorized in this section. Such expenses (including
attorneys&#146; fees) incurred by former directors and officers or other employees and agents of
the corporation or by persons serving at the request of the corporation as directors,
officers, employees or agents of another corporation, partnership, joint venture, trust or
other enterprise may be so paid upon such terms and conditions, if any, as the corporation
deems appropriate.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f) The indemnification and advancement of expenses provided by, or granted pursuant to,
the other subsections of this section shall not be deemed exclusive of any other rights to
which those seeking indemnification or advancement of expenses may be entitled under any
bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to
action in such person&#146;s official capacity and as to action in another capacity while holding
such office. A right to indemnification or to advancement of expenses arising under a
provision of the certificate of incorporation or a bylaw shall not be eliminated or impaired
by an amendment to such provision after the occurrence of the act or omission that is the
subject of the civil, criminal, administrative or investigative action, suit or proceeding for
which indemnification or advancement of expenses is sought, unless the provision in effect at
the time of such act or omission explicitly authorizes such elimination or impairment after
such action or omission has occurred.
</DIV>

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(g) A corporation shall have power to purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against any liability
asserted against such person and incurred by such person in any such capacity, or arising out
of such person&#146;s status as such, whether or not the corporation would have the power to
indemnify such person against such liability under this section.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(h) For purposes of this section, references to &#147;the corporation&#148; shall include, in
addition to the resulting corporation, any constituent corporation (including any constituent
of a constituent) absorbed in a consolidation or merger which, if its separate existence had
continued, would have had power and authority to indemnify its directors, officers, and
employees or agents, so that any person who is or was a director, officer, employee or agent
of such constituent corporation, or is or was serving at the request of such constituent
corporation as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, shall stand in the same position under this section
with respect to the resulting or surviving corporation as such person would have with respect
to such constituent corporation if its separate existence had continued.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i) For purposes of this section, references to &#147;other enterprises&#148; shall include
employee benefit plans; references to &#147;fines&#148; shall include any excise taxes assessed on a
person with respect to any employee benefit plan; and references to &#147;serving at the request of
the corporation&#148; shall include any service as a director, officer, employee or agent of the
corporation which imposes duties on, or involves services by, such director, officer, employee
or agent with respect to an employee benefit plan, its participants or beneficiaries; and a
person who acted in good faith and in a manner such person reasonably believed to be in the
interest of the participants and beneficiaries of an employee benefit plan shall be deemed to
have acted in a manner &#147;not opposed to the best interests of the corporation&#148; as referred to
in this section.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(j) The indemnification and advancement of expenses provided by, or granted pursuant to,
this section shall, unless otherwise provided when authorized or ratified, continue as to a
person who has ceased to be a director, officer, employee or agent and shall inure to the
benefit of the heirs, executors and administrators of such a person.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(k) The Court of Chancery is hereby vested with exclusive jurisdiction to hear and
determine all actions for advancement of expenses or indemnification brought under this
section or under any bylaw, agreement, vote of stockholders or disinterested directors, or
otherwise. The Court of Chancery may summarily determine a corporation&#146;s obligation to advance
expenses (including attorneys&#146; fees).
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Article&nbsp;VIII of the By-laws of the Registrant governs indemnification by the Registrant and
provides as follows:
</DIV>

<DIV align="Center" style="font-size: 10pt; margin-top: 6pt">ARTICLE VIII.<BR>
INDEMNIFICATION
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;1. The Corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (other than an action by
or in the right of the Corporation) by reason of the fact that such person is or was a
director or officer of the Corporation, or is or was serving at the request of the Corporation
as a director, officer, member, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys&#146; fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding if such person acted in good faith and in a
manner such person reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause
to believe such person&#146;s conduct was unlawful. The termination of any action, suit or
proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or
its equivalent, shall not, of itself, create a presumption that the person did not act in good
faith and in a manner which such person reasonably believed to be in or not opposed to the
best interest of the Corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that such person&#146;s conduct was unlawful.
</DIV>

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;2. The Corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or suit by or in
the right of the Corporation to procure a judgment in its favor by reason of the fact that
such person is or was a director or officer of the Corporation, or is or was serving at the
request of the Corporation as a director, officer or member of another corporation,
partnership, joint venture, trust or other enterprise, against expenses (including attorneys&#146;
fees) actually and reasonably incurred by such person in connection with the defense or
settlement of such action or suit if such person acted in good faith and in a manner such
person reasonably believed to be in or not opposed to the best interests of the Corporation,
except that no such indemnification shall be made in respect of any claim, issue or matter as
to which such person shall have been adjudged to be liable to the Corporation unless and only
to the extent that the Court of Chancery of Delaware or the court in which such suit or action
was brought shall determine upon application that, despite the adjudication of liability but
in consideration of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which such court shall deem proper.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;3. The Corporation may, to the extent deemed advisable by the Board of Directors,
indemnify any person who is or was an employee or agent (other than a director or officer) of
the Corporation if such person would be entitled to such indemnity under the provisions of
Section&nbsp;1 or 2 if such person had been a director or officer of the Corporation.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;4. To the extent that a person shall be successful on the merits or otherwise in
defense of any action, suit or proceeding referred to in Sections&nbsp;1, 2 or 3 or in defense of
any claim, issue or matter therein, such person shall be indemnified against expenses
(including attorneys&#146; fees) actually and reasonably incurred by such person in connection
therewith.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;5. Any indemnification under Sections&nbsp;1, 2 or 3 (unless ordered by a court) shall
be made by the Corporation only as authorized in the specific case upon a determination that
indemnification of the director, officer, member, employee or agent is proper in the
circumstances because such person has met the applicable standard of conduct set forth in
Sections&nbsp;1 and 2. Such determination shall be made (1)&nbsp;by a majority vote of the directors who
are not parties to such action, suit or proceeding, even though less than a quorum, or (2)&nbsp;if
there are no such directors, or if such directors so direct, by independent legal counsel in a
written opinion, or (3)&nbsp;by the stockholders.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;6. Expenses (including attorneys&#146; fees) incurred by an officer or director in
defending any civil, criminal, administrative or investigative action, suit or proceeding
shall be paid by the Corporation in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of the director or officer to repay
such amount if it shall ultimately be determined that such person is not entitled to be
indemnified by the Corporation as authorized in this Article&nbsp;VIII. Such expenses (including
attorneys&#146; fees) incurred by other employees and agents may be so paid upon such terms and
conditions, if any, as the Board of Directors deems appropriate.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;7. The indemnification and advancement of expenses provided by, or granted
pursuant to, this Article&nbsp;VIII shall not be deemed exclusive of any other rights to which
those seeking indemnification or advancement of expenses may be entitled under any statute,
By-Law, agreement, vote of stockholders or disinterested directors or otherwise, both as to
action in such person&#146;s official capacity and as to action in another capacity while holding
such office, and shall, unless otherwise provided when authorized or ratified, continue as to
a person who has ceased to be a director, officer, member, employee or agent and shall inure
to the benefit of the heirs, executors, and administrators of such person.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;8. The Corporation shall have the power to purchase and maintain insurance on
behalf of any person who was or is a director, officer, employee or agent of the Corporation,
or is or was serving at the request of the Corporation as a director, officer, member,
employee or agent of another corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against such person and incurred by such person in
any such capacity, or arising out of such person&#146;s status as such whether or not the
Corporation would have the power to indemnify such person against such liability under the
provisions of this Article&nbsp;VIII or of the General Corporation Law of the State of Delaware.
</DIV>

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;9. For the purposes of this Article&nbsp;VIII, references to &#147;the Corporation&#148; shall
include, in addition to the resulting corporation, any constituent corporation (including any
constituent of a constituent) absorbed in a consolidation or merger and the Corporation which,
if its separate existence had continued, would have had power and authority to (or in fact
did) indemnify its directors, officers, employees or agents, so that any person who is or was
a director, officer, employee or agent of such constituent corporation, or is or was serving
at the request of such constituent corporation as a director, officer, member, employee or
agent of another corporation, partnership, joint venture, trust or other enterprise, shall
stand in the same position under the provisions of this Article with respect to the resulting
or surviving corporation as such person would have with respect to such constituent
corporation if its separate existence had continued.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;10. For purposes of this Article&nbsp;VIII, references to &#147;other enterprises&#148; shall
include employee benefit plans, references to &#147;fines&#148; shall include any excise taxes assessed
on a person with respect to any employee benefit plan, and references to &#147;serving at the
request of the Corporation&#148; shall include any service as a director, officer, employee or
agent of the Corporation which imposes duties on, or involves services by, such director,
officer, employee, or agent with respect to an employee benefit plan, its participants or
beneficiaries, and a person who acted in good faith and in a manner such person reasonably
believed to be in the interest of the participants and beneficiaries of an employee benefit
plan shall be deemed to have acted in a manner &#147;not opposed to the best interest of the
Corporation&#148; as referred to in this Article&nbsp;VIII.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Registrant has purchased insurance coverage under a policy which insures directors and
officers against certain liabilities which might be incurred by them in such capacities.
</DIV>
<!-- link2 "Item&nbsp;7. Exemption from Registration Claimed." -->
<DIV align="left"><A NAME="L42750006"></A></DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Item&nbsp;7. </B><U><B>Exemption from Registration Claimed</B></U><B>.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not applicable.
</DIV>
<!-- link2 "Item&nbsp;8. Exhibits." -->
<DIV align="left"><A NAME="L42750007"></A></DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Item&nbsp;8. </B><U><B>Exhibits</B></U><B>.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;See the Index to Exhibits.
</DIV>
<!-- link2 "Item&nbsp;9. Undertakings." -->
<DIV align="left"><A NAME="L42750008"></A></DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Item&nbsp;9. </B><U><B>Undertakings</B></U><B>.</B>
</DIV>


<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">A.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The undersigned Registrant hereby undertakes:</TD>
</TR>

</TABLE>
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left">(1)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>To file, during any period in which offers or sales are being made, a post-effective amendment to this registration
statement;</TD>
</TR>

</TABLE>
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="6%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left">(i)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>To include any prospectus required by Section 10(a) (3)&nbsp;of the Securities Act of 1933;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="6%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left">(ii)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>To reflect in the prospectus any facts or events arising after the effective date of
the registration statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental change in the
information set forth in the registration statement. Notwithstanding the foregoing,
any increase or decrease in the volume of securities offered (if the total dollar
value of securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b)
if, in the aggregate, the changes in volume and price represent no more than a 20%
change in the maximum aggregate offering price set forth in the &#147;Calculation of
Registration Fee&#148; table in the effective registration statement; and</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="6%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left">(iii)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>To include any material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material change to such
information in the registration statement;</TD>
</TR>


</TABLE>
</DIV>
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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV style="margin-top: 6pt"><TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">



</TABLE>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">provided, however, that paragraphs A(1)(i) and A(1)(ii) do not apply if the information
required to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by the Registrant pursuant to
Section&nbsp;13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in this registration statement.
</DIV>


<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left">(2)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>That, for the purpose of determining any liability
under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a new
registration statement relating to the securities
offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona
fide offering thereof.</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left">(3)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>To remove from registration by means of a
post-effective amendment any of the securities being
registered which remain unsold at the termination of
the offering.</TD>
</TR>

</TABLE>
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">B.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each
filing of the Registrant&#146;s annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan&#146;s annual report
pursuant to Section 15(d) of the Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">C.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the provisions
described in Item&nbsp;6 of this Part&nbsp;II, or otherwise, the Registrant has
been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment
by the Registrant of expenses incurred or paid by a director, officer
or controlling person of the Registrant in the successful defense of
any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.</TD>
</TR>

</TABLE>
</DIV>
<P align="center" style="font-size: 10pt"><!-- Folio -->&nbsp;<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#L42750toc">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV style="margin-top: 6pt"><TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">



</TABLE>
</DIV>
<!-- link1 " SIGNATURES" -->
<DIV align="left"><A NAME="L42750009"></A></DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>SIGNATURES</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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 Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Columbus, State of Ohio, on the 19th day of May, 2011.
</DIV>

<TABLE width="100%" border="0" cellspacing="0" cellpadding="0" style="font-size: 10pt">
<TR>
    <TD width="48%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="35%">&nbsp;</TD>
    <TD width="15%">&nbsp;</TD>
</TR>
<TR>
    <TD valign="top" align="left">&nbsp;</TD>
    <TD colspan="3" align="left">Core Molding Technologies, Inc.<BR>
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD valign="top">By:&nbsp;&nbsp;</TD>
    <TD colspan="2" style="border-bottom: 1px solid #000000" align="left">/s/ Herman F. Dick, Jr.
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="2" align="left">Herman F. Dick, Jr.&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="2" align="left" nowrap>Vice President, Secretary, Treasurer,<br> and Chief Financial
Officer&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
</TABLE>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has
been signed by the following persons in the capacities indicated, on the 19th day of May, 2011.
</DIV>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="48%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="48%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>Signature</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left"><B>Title</B></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Kevin L. Barnett
<DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>Kevin L. Barnett
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">President, Chief Executive Officer and
Director <br>(principal executive officer)</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">*
<DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Thomas R. Cellitti</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">*
<DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">James F. Crowley</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Herman F. Dick, Jr.
<DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
Herman F. Dick, Jr.
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Vice President, Secretary, Treasurer, and <br>
Chief Financial Officer (principal financial <br>
and accounting officer)</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">*
<DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Ralph O. Hellmold</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">*
<DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Chairman of the Board of Directors&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Malcolm M. Prine</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">*
<DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">James L. Simonton</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<DIV align="left">
<DIV style="font-size: 3pt; margin-top: 16pt; width: 18%; border-top: 1px solid #000000">&nbsp;</DIV>
</DIV>



<TABLE width="100%" border="0" cellspacing="0" cellpadding="0" style="font-size: 10pt">
<TR style="font-size: 3pt">

    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="35%">&nbsp;</TD>
    <TD width="63%">&nbsp;</TD>
</TR>
<TR>
    <TD valign="top">*By:&nbsp;&nbsp;</TD>
    <TD colspan="2" style="border-bottom: 1px solid #000000" align="left">/s/           Herman F. Dick, Jr.
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD>&nbsp;</TD>
    <TD colspan="2" align="left">Herman F. Dick, Jr.,&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>

    <TD>&nbsp;</TD>
    <TD colspan="2" align="left">Attorney-in-Fact&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

</TABLE>

<P align="center" style="font-size: 10pt"><!-- Folio -->&nbsp;<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#L42750toc">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">


<TABLE width="100%" border="0" cellspacing="0" cellpadding="0" style="font-size: 10pt">
<TR>
    <TD width="48%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="35%">&nbsp;</TD>
    <TD width="15%">&nbsp;</TD>
</TR>

</TABLE>
<!-- link1 "INDEX TO EXHIBITS" -->
<DIV align="left"><A NAME="L42750010"></A></DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><U><B>INDEX TO EXHIBITS</B></U>
</DIV>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="7%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="64%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="25%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>Exhibit No.</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left"><B>Description</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left"><B>Location</B></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Stock Option Agreement
(Non-Qualified Director
Stock Option) with Thomas R.
Cellitti dated February&nbsp;2,
2004 (33,250 Shares)
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Filed herewith</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.2
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Stock Option Agreement
(Non-Qualified Director
Stock Option) with James F.
Crowley dated February&nbsp;2,
2004 (22,650 Shares)
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Filed herewith</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.3
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Stock Option Agreement
(Non-Qualified Director
Stock Option) with Malcolm
M. Prine dated February&nbsp;2,
2004 (33,250 Shares)
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Filed herewith</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.4
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Stock Option Agreement
(Non-Qualified Director
Stock Option) with Malcolm
M. Prine dated February&nbsp;2,
2004 (66,500 Shares)
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Filed herewith</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">5
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Opinion of Squire, Sanders &#038;
Dempsey (US)&nbsp;LLP regarding
legality of the Common Stock
being registered hereby
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Filed herewith</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">23.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of Crowe Horwath LLP
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Filed herewith</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">23.2
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of Squire, Sanders &#038;
Dempsey (US)&nbsp;LLP
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Included in Exhibit&nbsp;5 hereof</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">24
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Powers of Attorney
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Filed herewith</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P align="center" style="font-size: 10pt"><!-- Folio -->&nbsp;<!-- /Folio -->
</DIV>

</BODY>
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sv8
Table of Contents
As filed with the Securities and Exchange Commission on May 19, 2011
Registration No. 333-
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
CORE MOLDING TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction
of incorporation or organization)
31-1481870
(I.R.S. Employer
Identification Number)
800 Manor Park Drive
Columbus, Ohio
(Address of Principal Executive Offices)
43228-0183
(Zip Code)
Stock Option Agreement (Non-Qualified Director Stock Option) with Thomas R. Cellitti (33,250 Shares)
Stock Option Agreement (Non-Qualified Director Stock Option) with James F. Crowley (22,650 Shares)
Stock Option Agreement (Non-Qualified Director Stock Option) with Malcolm M. Prine (33,250 Shares)
Stock Option Agreement (Non-Qualified Director Stock Option) with Malcolm M. Prine (66,500 Shares)
(Full title of plan)
Herman F. Dick, Jr.
c/o Core Molding Technologies, Inc.
800 Manor Park Drive
Columbus, Ohio 43228-0183
(Name and address of agent for service)
(614) 870-5000
(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, 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.
Large accelerated filer
o
Accelerated filer
o
Non-accelerated
filer
o
Smaller
reporting company
þ
(Do not check if a smaller reporting company)
CALCULATION OF REGISTRATION FEE
Proposed
Proposed
Amount
Maximum
Maximum
Amount of
Title of
to be
Offering Price
Aggregate
Registration
Securities to be Registered
Registered
(1)
Per Share
(2)
Offering Price
(2)
Fee
Common Stock, par value $.01 per share ("Common Stock")
155,650
$
3.21
$
499,637
$
59
(1)
Together with an indeterminate number of additional shares that may be necessary to adjust the number of shares reserved for
issuance pursuant to employee benefit plans described herein as a result of any future stock split, stock dividend or similar
adjustment of the outstanding Common Stock of the Registrant pursuant to Rule 416(a).
(2)
Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h)(1) promulgated under the Securities
Act of 1933, as amended, and calculated on the basis of the highest price at which the options may be exercised.
TABLE OF CONTENTS
PART I
PART II
Item 3. Incorporation of Documents by Reference.
Item 4. Description of Securities.
Item 5. Interests of Named Experts and Counsel.
Item 6. Indemnification of Directors and Officers .
Item 7. Exemption from Registration Claimed.
Item 8. Exhibits.
Item 9. Undertakings.
SIGNATURES
INDEX TO EXHIBITS
EX-4.1
EX-4.2
EX-4.3
EX-4.4
EX-5
EX-23.1
EX-24
Table of Contents
EXPLANATORY STATEMENT
This Registration Statement on Form S-8 (the "Registration Statement") relates to the
registration of 155,650 shares of common stock, par value $0.01 per share ("Common Stock"), of Core
Molding Technologies, Inc. (the "Registrant") issuable under the Stock Option Agreement
(Non-Qualified Director Stock Option) with Thomas R. Cellitti dated February 2, 2004 (33,250
shares), the Stock Option Agreement (Non-Qualified Director Stock Option) with James F. Crowley
dated February 2, 2004 (22,650 shares), the Stock Option Agreement (Non-Qualified Director Stock
Option) with Malcolm M. Prine dated February 2, 2004 (33,250 shares) and the Stock Option Agreement
(Non-Qualified Director Stock Option) with Malcolm M. Prine dated February 2, 2004 (66,500 shares)
(such agreements are collectively referred to herein as the "Plans").
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Core Molding Technologies, Inc. has sent or given or will send or give documents containing
the information specified by Part I of this Registration Statement to participants in the Plans to
which this Registration Statement relates, as specified in Rule 428(b)(1) promulgated by the
Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended
(the "Securities Act"). The Registrant is not filing such documents with the Commission, but these
documents constitute (along with the documents incorporated by reference into the Registration
Statement pursuant to Item 3 of Part II hereof) a prospectus that meets the requirements of Section
10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3.
Incorporation of Documents by Reference
.
The following documents filed with the Commission are hereby incorporated by reference in this
Registration Statement:
(a)
the Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 2010, filed on March 29, 2011; and
(b)
the description of the Registrant's Common Stock contained in the
Registration Statement on Form S-4 filed under the Securities Act, on
November 8, 1996, including any amendments or reports filed for the
purpose of updating such description.
All documents subsequently filed (but not furnished) by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
prior to the filing of a post-effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to
be incorporated by reference herein and to be part hereof from the date of the filing of such
documents.
Any statement contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this Registration Statement to
the extent that a statement contained herein or in any other subsequently filed document which also
is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
Item 4.
Description of Securities
.
Not applicable.
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Item 5.
Interests of Named Experts and Counsel
.
Not applicable.
Item 6.
Indemnification of Directors and Officers
.
Section 102(b)(7) of the Delaware General Corporation Law permits a Delaware corporation to
limit the liability of its directors through a provision in its certificate of incorporation, and
provides, in pertinent part, as follows:
(b) In addition to the matters required to be set forth in the certificate of incorporation by
subsection (a) of this section, the certificate of incorporation may also contain any or all
of the following matters:
* * *
(7) A provision eliminating or limiting the personal liability of a director to the
corporation or its stockholders for monetary damages for breach of fiduciary duty as a
director, provided that such provision shall not eliminate or limit the liability of a
director: (i) for any breach of the director's duty of loyalty to the corporation or its
stockholders; (ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law; (iii) under section 174 of this title; or (iv) for
any transaction from which the director derived an improper personal benefit. No such
provision shall eliminate or limit the liability of a director for any act or omission
occurring prior to the date when such provision becomes effective.
Article XI of the Certificate of Incorporation of the Registrant, as amended, limits the
personal liability of the directors of the Registrant and provides as follows:
SECTION 1.
Limitation of Directors' Liability
.
A. No director of the corporation shall be personally liable to the Corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director, except, to the
extent provided by applicable law, for liability (i) for breach of the director's duty of
loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law, (iii) pursuant to
Section 174 of the Delaware General Corporation Law or (iv) for any transaction from which the
director derived an improper personal benefit. If the Delaware General Corporation Law is
hereafter amended to authorize corporate action further limiting or eliminating the personal
liability of directors, then the liability of each director of the Corporation shall be
limited or eliminated to the full extent permitted by the Delaware General Corporation Law as
so amended from time to time.
B. Neither the amendment nor repeal of this Section 1, nor the adoption of any provision
of the Certificate of Incorporation inconsistent with this Section 1, shall eliminate or
reduce the effect of this Section 1, in respect of any matter occurring, or any cause of
action, suit or claim that, but for this Section 1, would accrue or arise, prior to such
amendment, repeal or adoption of an inconsistent provision.
Section 145 of the Delaware General Corporation Law governs indemnification by a Delaware
corporation and provides as follows:
(a) A corporation shall have power to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (other than an action by
or in the right of the corporation) by reason of the fact that the person is or was a
director, officer, employee or agent of the corporation, or is or was serving at the request
of the corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the
person in connection with such action, suit or proceeding if the person acted in good faith
and in a manner the person reasonably believed to be in or not opposed to the best interests
of the corporation, and, with respect to any criminal action or proceeding, had no reasonable
cause to believe the person's conduct was unlawful. The termination of any
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action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent, shall not, of itself, create a presumption that the person did
not act in good faith and in a manner which the person reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that the person's conduct was unlawful.
(b) A corporation shall have power to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or suit by or in
the right of the corporation to procure a judgment in its favor by reason of the fact that the
person is or was a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against expenses (including
attorneys' fees) actually and reasonably incurred by the person in connection with the defense
or settlement of such action or suit if the person acted in good faith and in a manner the
person reasonably believed to be in or not opposed to the best interests of the corporation
and except that no indemnification shall be made in respect of any claim, issue or matter as
to which such person shall have been adjudged to be liable to the corporation unless and only
to the extent that the Court of Chancery or the court in which such action or suit was brought
shall determine upon application that, despite the adjudication of liability but in view of
all the circumstances of the case, such person is fairly and reasonably entitled to indemnity
for such expenses which the Court of Chancery or such other court shall deem proper.
(c) To the extent that a present or former director or officer of a corporation has been
successful on the merits or otherwise in defense of any action, suit or proceeding referred to
in subsections (a) and (b) of this section, or in defense of any claim, issue or matter
therein, such person shall be indemnified against expenses (including attorneys' fees)
actually and reasonably incurred by such person in connection therewith.
(d) Any indemnification under subsections (a) and (b) of this section (unless ordered by
a court) shall be made by the corporation only as authorized in the specific case upon a
determination that indemnification of the present or former director, officer, employee or
agent is proper in the circumstances because the person has met the applicable standard of
conduct set forth in subsections (a) and (b) of this section. Such determination shall be
made, with respect to a person who is a director or officer of the corporation at the time of
such determination: (1) by a majority vote of the directors who are not parties to such
action, suit or proceeding, even though less than a quorum; or (2) by a committee of such
directors designated by majority vote of such directors, even though less than a quorum; or
(3) if there are no such directors, or if such directors so direct, by independent legal
counsel in a written opinion; or (4) by the stockholders.
(e) Expenses (including attorneys' fees) incurred by an officer or director of the
corporation in defending any civil, criminal, administrative or investigative action, suit or
proceeding may be paid by the corporation in advance of the final disposition of such action,
suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer
to repay such amount if it shall ultimately be determined that such person is not entitled to
be indemnified by the corporation as authorized in this section. Such expenses (including
attorneys' fees) incurred by former directors and officers or other employees and agents of
the corporation or by persons serving at the request of the corporation as directors,
officers, employees or agents of another corporation, partnership, joint venture, trust or
other enterprise may be so paid upon such terms and conditions, if any, as the corporation
deems appropriate.
(f) The indemnification and advancement of expenses provided by, or granted pursuant to,
the other subsections of this section shall not be deemed exclusive of any other rights to
which those seeking indemnification or advancement of expenses may be entitled under any
bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to
action in such person's official capacity and as to action in another capacity while holding
such office. A right to indemnification or to advancement of expenses arising under a
provision of the certificate of incorporation or a bylaw shall not be eliminated or impaired
by an amendment to such provision after the occurrence of the act or omission that is the
subject of the civil, criminal, administrative or investigative action, suit or proceeding for
which indemnification or advancement of expenses is sought, unless the provision in effect at
the time of such act or omission explicitly authorizes such elimination or impairment after
such action or omission has occurred.
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(g) A corporation shall have power to purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against any liability
asserted against such person and incurred by such person in any such capacity, or arising out
of such person's status as such, whether or not the corporation would have the power to
indemnify such person against such liability under this section.
(h) For purposes of this section, references to "the corporation" shall include, in
addition to the resulting corporation, any constituent corporation (including any constituent
of a constituent) absorbed in a consolidation or merger which, if its separate existence had
continued, would have had power and authority to indemnify its directors, officers, and
employees or agents, so that any person who is or was a director, officer, employee or agent
of such constituent corporation, or is or was serving at the request of such constituent
corporation as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, shall stand in the same position under this section
with respect to the resulting or surviving corporation as such person would have with respect
to such constituent corporation if its separate existence had continued.
(i) For purposes of this section, references to "other enterprises" shall include
employee benefit plans; references to "fines" shall include any excise taxes assessed on a
person with respect to any employee benefit plan; and references to "serving at the request of
the corporation" shall include any service as a director, officer, employee or agent of the
corporation which imposes duties on, or involves services by, such director, officer, employee
or agent with respect to an employee benefit plan, its participants or beneficiaries; and a
person who acted in good faith and in a manner such person reasonably believed to be in the
interest of the participants and beneficiaries of an employee benefit plan shall be deemed to
have acted in a manner "not opposed to the best interests of the corporation" as referred to
in this section.
(j) The indemnification and advancement of expenses provided by, or granted pursuant to,
this section shall, unless otherwise provided when authorized or ratified, continue as to a
person who has ceased to be a director, officer, employee or agent and shall inure to the
benefit of the heirs, executors and administrators of such a person.
(k) The Court of Chancery is hereby vested with exclusive jurisdiction to hear and
determine all actions for advancement of expenses or indemnification brought under this
section or under any bylaw, agreement, vote of stockholders or disinterested directors, or
otherwise. The Court of Chancery may summarily determine a corporation's obligation to advance
expenses (including attorneys' fees).
Article VIII of the By-laws of the Registrant governs indemnification by the Registrant and
provides as follows:
ARTICLE VIII.
INDEMNIFICATION
Section 1. The Corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (other than an action by
or in the right of the Corporation) by reason of the fact that such person is or was a
director or officer of the Corporation, or is or was serving at the request of the Corporation
as a director, officer, member, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding if such person acted in good faith and in a
manner such person reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause
to believe such person's conduct was unlawful. The termination of any action, suit or
proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or
its equivalent, shall not, of itself, create a presumption that the person did not act in good
faith and in a manner which such person reasonably believed to be in or not opposed to the
best interest of the Corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that such person's conduct was unlawful.
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Section 2. The Corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or suit by or in
the right of the Corporation to procure a judgment in its favor by reason of the fact that
such person is or was a director or officer of the Corporation, or is or was serving at the
request of the Corporation as a director, officer or member of another corporation,
partnership, joint venture, trust or other enterprise, against expenses (including attorneys'
fees) actually and reasonably incurred by such person in connection with the defense or
settlement of such action or suit if such person acted in good faith and in a manner such
person reasonably believed to be in or not opposed to the best interests of the Corporation,
except that no such indemnification shall be made in respect of any claim, issue or matter as
to which such person shall have been adjudged to be liable to the Corporation unless and only
to the extent that the Court of Chancery of Delaware or the court in which such suit or action
was brought shall determine upon application that, despite the adjudication of liability but
in consideration of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which such court shall deem proper.
Section 3. The Corporation may, to the extent deemed advisable by the Board of Directors,
indemnify any person who is or was an employee or agent (other than a director or officer) of
the Corporation if such person would be entitled to such indemnity under the provisions of
Section 1 or 2 if such person had been a director or officer of the Corporation.
Section 4. To the extent that a person shall be successful on the merits or otherwise in
defense of any action, suit or proceeding referred to in Sections 1, 2 or 3 or in defense of
any claim, issue or matter therein, such person shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by such person in connection
therewith.
Section 5. Any indemnification under Sections 1, 2 or 3 (unless ordered by a court) shall
be made by the Corporation only as authorized in the specific case upon a determination that
indemnification of the director, officer, member, employee or agent is proper in the
circumstances because such person has met the applicable standard of conduct set forth in
Sections 1 and 2. Such determination shall be made (1) by a majority vote of the directors who
are not parties to such action, suit or proceeding, even though less than a quorum, or (2) if
there are no such directors, or if such directors so direct, by independent legal counsel in a
written opinion, or (3) by the stockholders.
Section 6. Expenses (including attorneys' fees) incurred by an officer or director in
defending any civil, criminal, administrative or investigative action, suit or proceeding
shall be paid by the Corporation in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of the director or officer to repay
such amount if it shall ultimately be determined that such person is not entitled to be
indemnified by the Corporation as authorized in this Article VIII. Such expenses (including
attorneys' fees) incurred by other employees and agents may be so paid upon such terms and
conditions, if any, as the Board of Directors deems appropriate.
Section 7. The indemnification and advancement of expenses provided by, or granted
pursuant to, this Article VIII shall not be deemed exclusive of any other rights to which
those seeking indemnification or advancement of expenses may be entitled under any statute,
By-Law, agreement, vote of stockholders or disinterested directors or otherwise, both as to
action in such person's official capacity and as to action in another capacity while holding
such office, and shall, unless otherwise provided when authorized or ratified, continue as to
a person who has ceased to be a director, officer, member, employee or agent and shall inure
to the benefit of the heirs, executors, and administrators of such person.
Section 8. The Corporation shall have the power to purchase and maintain insurance on
behalf of any person who was or is a director, officer, employee or agent of the Corporation,
or is or was serving at the request of the Corporation as a director, officer, member,
employee or agent of another corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against such person and incurred by such person in
any such capacity, or arising out of such person's status as such whether or not the
Corporation would have the power to indemnify such person against such liability under the
provisions of this Article VIII or of the General Corporation Law of the State of Delaware.
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Section 9. For the purposes of this Article VIII, references to "the Corporation" shall
include, in addition to the resulting corporation, any constituent corporation (including any
constituent of a constituent) absorbed in a consolidation or merger and the Corporation which,
if its separate existence had continued, would have had power and authority to (or in fact
did) indemnify its directors, officers, employees or agents, so that any person who is or was
a director, officer, employee or agent of such constituent corporation, or is or was serving
at the request of such constituent corporation as a director, officer, member, employee or
agent of another corporation, partnership, joint venture, trust or other enterprise, shall
stand in the same position under the provisions of this Article with respect to the resulting
or surviving corporation as such person would have with respect to such constituent
corporation if its separate existence had continued.
Section 10. For purposes of this Article VIII, references to "other enterprises" shall
include employee benefit plans, references to "fines" shall include any excise taxes assessed
on a person with respect to any employee benefit plan, and references to "serving at the
request of the Corporation" shall include any service as a director, officer, employee or
agent of the Corporation which imposes duties on, or involves services by, such director,
officer, employee, or agent with respect to an employee benefit plan, its participants or
beneficiaries, and a person who acted in good faith and in a manner such person reasonably
believed to be in the interest of the participants and beneficiaries of an employee benefit
plan shall be deemed to have acted in a manner "not opposed to the best interest of the
Corporation" as referred to in this Article VIII.
The Registrant has purchased insurance coverage under a policy which insures directors and
officers against certain liabilities which might be incurred by them in such capacities.
Item 7.
Exemption from Registration Claimed
.
Not applicable.
Item 8.
Exhibits
.
See the Index to Exhibits.
Item 9.
Undertakings
.
A.
The undersigned Registrant hereby undertakes:
(1)
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration
statement;
(i)
To include any prospectus required by Section 10(a) (3) of the Securities Act of 1933;
(ii)
To reflect in the prospectus any facts or events arising after the effective date of
the registration statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental change in the
information set forth in the registration statement. Notwithstanding the foregoing,
any increase or decrease in the volume of securities offered (if the total dollar
value of securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b)
if, in the aggregate, the changes in volume and price represent no more than a 20%
change in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement; and
(iii)
To include any material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material change to such
information in the registration statement;
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provided, however, that paragraphs A(1)(i) and A(1)(ii) do not apply if the information
required to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in this registration statement.
(2)
That, for the purpose of determining any liability
under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a new
registration statement relating to the securities
offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona
fide offering thereof.
(3)
To remove from registration by means of a
post-effective amendment any of the securities being
registered which remain unsold at the termination of
the offering.
B.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
C.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the provisions
described in Item 6 of this Part II, or otherwise, the Registrant has
been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment
by the Registrant of expenses incurred or paid by a director, officer
or controlling person of the Registrant in the successful defense of
any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.
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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 Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Columbus, State of Ohio, on the 19th day of May, 2011.
Core Molding Technologies, Inc.
By:
/s/ Herman F. Dick, Jr.
Herman F. Dick, Jr.
Vice President, Secretary, Treasurer,
and Chief Financial
Officer
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has
been signed by the following persons in the capacities indicated, on the 19th day of May, 2011.
Signature
Title
/s/ Kevin L. Barnett
Kevin L. Barnett
President, Chief Executive Officer and
Director
(principal executive officer)
*
Director
Thomas R. Cellitti
*
Director
James F. Crowley
/s/ Herman F. Dick, Jr.
Herman F. Dick, Jr.
Vice President, Secretary, Treasurer, and
Chief Financial Officer (principal financial
and accounting officer)
*
Director
Ralph O. Hellmold
*
Chairman of the Board of Directors
Malcolm M. Prine
*
Director
James L. Simonton
*By:
/s/           Herman F. Dick, Jr.
Herman F. Dick, Jr.,
Attorney-in-Fact
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INDEX TO EXHIBITS
Exhibit No.
Description
Location
4.1
Stock Option Agreement
(Non-Qualified Director
Stock Option) with Thomas R.
Cellitti dated February 2,
2004 (33,250 Shares)
Filed herewith
4.2
Stock Option Agreement
(Non-Qualified Director
Stock Option) with James F.
Crowley dated February 2,
2004 (22,650 Shares)
Filed herewith
4.3
Stock Option Agreement
(Non-Qualified Director
Stock Option) with Malcolm
M. Prine dated February 2,
2004 (33,250 Shares)
Filed herewith
4.4
Stock Option Agreement
(Non-Qualified Director
Stock Option) with Malcolm
M. Prine dated February 2,
2004 (66,500 Shares)
Filed herewith
5
Opinion of Squire, Sanders &
Dempsey (US) LLP regarding
legality of the Common Stock
being registered hereby
Filed herewith
23.1
Consent of Crowe Horwath LLP
Filed herewith
23.2
Consent of Squire, Sanders &
Dempsey (US) LLP
Included in Exhibit 5 hereof
24
Powers of Attorney
Filed herewith