Starrett L S Co – ‘S-8 POS’ on 3/2/05

On:  Wednesday, 3/2/05, at 10:34am ET   ·   Effective:  3/2/05   ·   Accession #:  93676-5-15   ·   File #:  333-89965

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Post-Effective Amendment to an S-8   —   Form S-8
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-8 POS     S-8 Deregistration 1997 Plan                           2±    10K 


As filed with the Securities and Exchange Commission on March  2, 2005    

                                                    File No. 333-89965

SECURITIES AND EXCHANGE COMMISSION    
Washington, D.C. 20549    

POST EFFECTIVE AMENDMENT NO.1 TO    

FORM S-8      

REGISTRATION STATEMENT      

Under     

THE SECURITIES ACT OF 1933      

THE L.S. STARRETT COMPANY     
(Exact name of registrant as specified in its charter)    

Massachusetts                                     04-1866480
(State or Other Jurisdiction                          (I.R.S. Employer    
Of Incorporation or Organization)                      Identification No.)    

121 Crescent Street   
Athol, Massachusetts 01331  
(Address of Principal Executive Offices, including Zip Code)    

1997 EMPLOYEES' STOCK PURCHASE PLAN   

(Full title of the Plan)    

Roger U. Wellington, Jr.                     Steven A. Wilcox Esq.          
The L.S. Starrett Company                    Ropes & Gray LLP               
121 Crescent Street                          One International Place        
Athol, Massachusetts  01331                  Boston, Massachusetts  02110   
(978) 249-3551                               (617) 951-7000                 

(Name, Address and Telephone Number, including Area Code, of Agent for Service) 

Page 1 of 2       

Pursuant to Rule 478(a)(4) under the Securities Act of 1933, as amended, the    
registrant hereby de-registers any and all shares of Common Stock originally    
registered hereunder which have not been issued. The L.S. Starrett Company 1997 
Employees' Stock Purchase Plan, pursuant to which the shares would have been    
issued, has either expired by its terms or been terminated and no additional    
shares may be issued or sold under such plan.                                   

SIGNATURES      
Pursuant to the requirements of the Securities Act of 1933, as amended, the     
Registrant has duly caused this Post-Effective Amendment No. 1 to its           
Registration Statement on Form S-8 to be signed on its behalf by the            
undersigned, thereunto duly authorized, in the City of Athol, The Commonwealth  
of Massachusetts, on this 2nd day of March, 2005.                               

                               THE L.S. STARRETT COMPANY

                                 By:  /s/Douglas A. Starrett
                                Name:  Douglas A. Starrett
                                       Title: President, Chief Executive
                                         Officer, and Director

Pursuant to the Requirements of the Securities Act of 1933, as amended, this    
Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 has    
been signed below by the following persons in the capacities indicated.         

Signature                    Capacity                             Date          

/s/Douglas A. Starrett       Chief Executive Officer, President   March 2, 2005 
Douglas A. Starrett          (Principal Executive Officer)                      
and Director          

/s/Roger U. Wellington, Jr.  Vice President, Treasurer and Chief  March 2, 2005 
Roger U. Wellington, Jr.     Financial Officer (Principal                       
Financial Officer)    

/s/Steven G. Thomson         Chief Accounting Officer(Principal   March 2, 2005 
Steven G. Thomson            Accounting Officer)                                

/s/Ralph G. Lawrence         Director                             March 2, 2005 
Ralph G. Lawrence                                                               

/s/Terry A. Piper            Director                             March 2, 2005 
Terry A. Piper                                                                  

/s/Richard B. Kennedy        Director                             March 2, 2005 
Richard B. Kennedy                                                              

/s/Antony McLaughlin         Director                             March 2, 2005 
Antony McLaughlin                                                               

/s/Robert L. Montgomery, Jr. Director                             March 2, 2005 
Robert L. Montgomery, Jr.                                                       

Page 2 of 2       

Dates Referenced Herein

This ‘S-8 POS’ Filing		Date		Other Filings
Filed on / Effective on:		3/2/05		None on these Dates
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