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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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CORE MOLDING TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 31-1481870
(State or other jurisdiction (I.R.S. Employer
of Incorporation or organization) Identification Number)
800 MANOR PARK DRIVE
P.O. BOX 28183
COLUMBUS, OHIO 43228-0183
(Address of Principal Executive Offices) (Zip Code)
2002 CORE MOLDING TECHNOLOGIES, INC.
EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
HERMAN F. DICK, JR.
C/O CORE MOLDING TECHNOLOGIES, INC.
800 MANOR PARK DRIVE, P.O. BOX 28183
COLUMBUS, OHIO 43228-0183
(Name and address of agent for service)
(614) 870-5000
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Amount Maximum Maximum
Title of to be Offering Price Aggregate Amount of
Securities to be Registered Registered Per Share (1) Offering Price (1) Registration Fee
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Share of Common Stock, par value 200,000 $2.00 $400,000 $32.36
$.01 per share ("Common Stock")
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(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and (h)(1) promulgated under the Securities Act of
1933, as amended, and calculated on the basis of the average of the high
and low sales prices of the shares of Common Stock on July 15, 2003, as
reported by the American Stock Exchange.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Annual Report on Form 10-K for the fiscal year ended December 31,
2002 of Core Molding Technologies, Inc., formerly known as Core Materials
Corporation (the "Registrant"), and all other reports filed with the Securities
and Exchange Commission (the "Commission") pursuant to the requirements of
Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), since that date are hereby incorporated by
reference.
The description of the Registrant's shares of Common Stock contained in
the Registrant's Registration Statement No. 333-15809 on Form S-4, filed with
the Commission on November 8, 1996, and all amendments thereto or reports filed
for the purpose of updating such description heretofore filed by the Registrant
with the Commission, are hereby incorporated by reference.
Any definitive Proxy Statement or Information Statement filed pursuant
to Section 14 of the Exchange Act and all documents which may be filed with the
Commission pursuant to Sections 13, 14 or 15(d) of the Exchange Act subsequent
to the date hereof and prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall also be deemed to be incorporated herein
by reference and to be made a part hereof from the date of filing of such
documents; provided, however, that no report of the Compensation Committee of
the Board of Directors of the Registrant on executive compensation and no
performance graph included in any Proxy Statement or Information Statement filed
pursuant to Section 14 of the Exchange Act shall be deemed to be incorporated
herein by reference.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the issuance of the Common Stock of the Registrant
being registered on this Registration Statement on Form S-8 will be passed upon
for the Registrant by Squire, Sanders & Dempsey L.L.P., 41 South High Street,
Columbus, Ohio 43215.
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 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 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
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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.
(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
personae 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
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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.
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
5
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 and 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.
6
Section 10. 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 11. For purposes of this Article VIII, references to
"other enterprises" shall include employee benefit plans, reference 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 any 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.
Article 18 of the Registrant's Long-Term Equity Incentive Plan provides
for indemnification by the Registrant, as follows:
Each person who is or shall have been a member of the
Committee, or of the Board, shall be indemnified by the Company against
and from any loss, cost, liability, or expense that may be imposed upon
or reasonably incurred by him or her in connection with or resulting
from any claim, action, suit, or proceeding to which he or she may be a
party or in which he or she may be involved by reason of any action
taken or failure to act under the Plan. Such person shall be
indemnified by the Company for all amounts paid by him or her in
settlement thereof, with the Company's approval, or paid by him or her
in satisfaction of any judgment in any such action, suit, or proceeding
against him or her, provided he or she shall give the Company an
opportunity, at its own expense, to handle and defend the same before
he or she undertakes to handle and defend it on his or her own behalf.
The foregoing right of indemnification shall not be exclusive of any
other rights of indemnification to which such persons may be entitled
under the Company's Articles of Incorporation or Bylaws, as a matter of
law, or otherwise, or any power that the Company may have to indemnify
them or hold them harmless.
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.
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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;
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;
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 bone
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 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.
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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 18th day of July,
2003.
Core Molding Technologies, Inc.
By: /s/ Herman F. Dick, Jr.
-------------------------------------
Herman F. Dick, Jr.
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 18th day of July, 2003.
SIGNATURE TITLE
--------- -----
* Chairman of the Board of Directors
---------------------------
Malcolm M. Prine
/s/ James L. Simonton President, Chief Executive Officer and
--------------------------- Director (principal executive officer)
James L. Simonton
/s/ Herman F. Dick, Jr. Treasurer and Chief Financial Officer
--------------------------- (principal financial and accounting officer)
Herman F. Dick, Jr.
* Director
---------------------------
Thomas R. Celliti
* Director
---------------------------
James F. Crowley
* Director
---------------------------
Ralph O. Hellmold
* Director
---------------------------
Thomas M. Hough
*By: /s/ Herman F. Dick, Jr.
-----------------------
Herman F. Dick, Jr.,
Attorney-in-Fact
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INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION PAGE NO.
----------- ----------- --------
4(a) Certificate of Incorporation of Registrant as Incorporated by reference to Exhibit 4(a)
filed with the Secretary of State of Delaware of Registration Statement on Form S-8
on October 8, 1996 (Registration No. 333-29203)
4(b) Certificate of Amendment of Certificate of Incorporated by reference to Exhibit 4(b)
Incorporation of Registrant as filed with the of Registration Statement on Form S-8
Secretary of State of Delaware on November 6, (Registration No. 333-29203)
1996
4(c) Certificate of Incorporation of Registrant, Incorporated by reference to Exhibit 4(c)
reflecting amendments through November 6, of Registration Statement on Form S-8
1996 (for purposes of compliance with (Registration No. 333-29203)
Securities and Exchange Commission filing
requirements only)
4(d) Certificate of Amendment of Certificate of Incorporated by reference to Exhibit
Incorporation, as filed with the Secretary of 4(a)(4) of Registrant's Form 10-Q (filed
State of Delaware on August 28, 2002 November 14, 2002)
4(e) By-Laws of Registrant Incorporated by reference to Exhibit 3-C
to Registrant's Registration Statement
on Form S-4 (filed November 8, 1996,
SEC Registration No. 333-15809)
4(f) 2002 Core Molding Technologies, Inc. Employee Page 13
Stock Purchase Plan
5 Opinion of Squire, Sanders & Dempsey Page 20
L.L.P.,Counsel to Registrant
23(a) Consent of Deloitte & Touche LLP, Independent Page 22
Auditors to Registrant
23(b) Consent of Squire, Sanders & Dempsey L.L.P., Filed as part of Exhibit 5 hereof
Counsel to Registrant
24 Powers of Attorney Page 23
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