<SEC-DOCUMENT>0001026608-01-500026.txt : 20011009
<SEC-HEADER>0001026608-01-500026.hdr.sgml : 20011009
ACCESSION NUMBER:		0001026608-01-500026
CONFORMED SUBMISSION TYPE:	S-8
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20010927
EFFECTIVENESS DATE:		20010927

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			ACME UNITED CORP
		CENTRAL INDEX KEY:			0000002098
		STANDARD INDUSTRIAL CLASSIFICATION:	CUTLERY, HANDTOOLS & GENERAL HARDWARE [3420]
		IRS NUMBER:				060236700
		STATE OF INCORPORATION:			CT
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		S-8
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-70346
		FILM NUMBER:		1746701

	BUSINESS ADDRESS:	
		STREET 1:		1931 BLACK ROCK TURNPIKE
		CITY:			FAIRFIELD
		STATE:			CT
		ZIP:			06432
		BUSINESS PHONE:		2033327330

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	ACME SHEAR CO
		DATE OF NAME CHANGE:	19710713
</SEC-HEADER>
<DOCUMENT>
<TYPE>S-8
<SEQUENCE>1
<FILENAME>acme_s8amd.txt
<DESCRIPTION>FORM S-8
<TEXT>
                       The Exhibit Index begins on page 2.
         As filed with the Securities and Exchange Commission on , 2001
                          Registration No. ____________

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933


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

Connecticut                                                          06-0236700
===========                                                          ==========
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

1931 Black Rock Turnpike                                                  06432
========================                                                  =====
Fairfield, CT                                                         (Zip Code)
=============
(Addresses of principal executive offices)

         ACME UNITED CORPORATION AMENDED AND RESTATED STOCK OPTION PLAN
         ==============================================================
                              (Full title of plan)

(Name, address and telephone
number of agent for service)                     (Copy to:)

Ronald P. Davanzo
Acme United Corporation                          James E. Rice, Esquire
1931 Black Rock Turnpike                         Brody, Wilkinson and Ober, P.C.
Fairfield, CT 06432                              2507 Post Road
(203) 332-7330                                   Southport, CT 06490
                                                 (203) 319-7100


                         CALCULATION OF REGISTRATION FEE

                                    Proposed         Proposed
Title of                            maximum          maximum
securities         Amount           offering         aggregate      Amount of
to be              to be            price per        offering       registration
registered         registered       share            price          fee

Common Stock
(par value         270,000          $2.95            $796,500       $199.13
$2.50 per share)   shares(1)         (2)               (2)            (2)

         (1) In connection with the referenced Plan, 300,000 shares of Common
Stock were previously registered with the Commission on a S-8 Registration
Statement (No. 33-98918) filed on November 1, 1995, 100,000 shares of Common
Stock were previously registered with the Commission on a S-8 Registration
Statement (No. 333-26737) filed on May 9, 1997, and 120,000 shares of Common
Stock were previously registered with the Commission on a S-8 Registration
Statement (No. 333-84499) filed on August 4, 1999.

         (2) Pursuant to Rule 457(h)(1), the proposed maximum offering price per
share, proposed maximum aggregate offering price and the amount of the
registration fee are based on the average of the daily high and low prices of
Acme United Corporation Common Stock on the American Stock Exchange on September
21, 2001 (i.e., $2.95 per share).

<PAGE>
         PART I


         On November 1, 1995, Acme United Corporation (the "Company") filed a
registration statement on Form S-8 (No. 33-98918) relating to 300,000 shares of
the Company's Common Stock, $2.50 per share par value ("Common Stock") to be
issued pursuant to the 1992 Amended and Restated Stock Option Plan. On May 9,
1997, the Company filed an amended registration statement relating to an
additional 100,000 shares of the Company's Common Stock. On August 4, 1999, the
Company filed an amended registration statement relating to an additional
120,000 shares of the Company's Common Stock. In accordance with Instruction E
to Form S-8, this registration statement relates to the registration of 270,000
additional shares of Common Stock to be issued pursuant to the Amended and
Restated Stock Option Plan (the "Plan"), as follows: (a)150,000 of such shares
of Common Stock to be issued pursuant to the Plan as amended by the Board of
Directors of the Company on January 25, 2000 and March 31, 2000 and approved by
the shareholders of the Company on April 24, 2000; and (b) 120,000 of such
shares of Common Stock to be issued pursuant to the Plan as amended by the Board
of Directors of the Company on February 27, 2001 and approved by the
shareholders of the Company on April 23, 2001. The securities to which this
registration statement relates are the same class as, and are issued under the
same employee benefit plan as, the securities previously registered in
registration statement No. 33-98918, registration statement No. 333-26737, and
registration statement No. 333-84499. Except for Part II, Item 8 which is
amended in its entirety as set forth below, the contents of registration
statement No. 33-98918 as amended by registration statements No. 333-26737 and
No. 333-84499 are incorporated by reference herein.

         PART II

         Item 8. Exhibits

                               Descriptions of Exhibits

            4(a)     2000 Amendment of Acme United Corporation Amended and
                     Restated Stock Option Plan
            4(b)     2001 Amendment of Acme United Corporation Amended and
                     Restated Stock Option Plan
            5        Opinion of Counsel Regarding the legality of the shares of
                     Common Stock being Registered
            23(a)    Consent of Counsel (included in Exhibit 5)
            23(b)    Consent of Ernst & Young LLP, Independent Auditors

SIGNATURES

         Pursuant to the requirement 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 Town of Fairfield, State of Connecticut, on this 24th day of
September, 2001.




                                  Acme United Corporation



                                  By: /s/ Walter C. Johnsen
                                      --------------------------------
                                          Walter C. Johnsen
                                          President and Chief Executive Officer
                                          [Principal Executive Officer

<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
date indicated.

         Signature                        Title                     Date

/s/ Walter C. Johnsen            President, Chief Executive   September 24, 2001
---------------------------      Officer and Director
Walter C. Johnsen


/s/ Gary D. Penisten             Chairman of the Board        September 24, 2001
---------------------------      and Director
Gary D. Penisten


/s/ Ronald P. Davanzo            Vice President, Treasurer,   September 24, 2001
---------------------------      Secretary, Principal
Ronald P. Davanzo                Financial Officer and
                                 Controller



/s/ Richmond Y. Holden, Jr.      Director                     September 24, 2001
---------------------------
Richmond Y. Holden, Jr.


/s/ Wayne R. Moore               Director                     September 24, 2001
---------------------------
Wayne R. Moore


/s/ George R. Dunbar             Director                     September 24, 2001
---------------------------
George R.  Dunbar


/s/ Brian S. Olschan             Director, Executive          September 24, 2001
---------------------------      Vice President
Brian S. Olschan                 and Chief Operating Officer



/s/ Stevenson E. Ward III        Director                     September 24, 2001
---------------------------
Stevenson E. Ward III




<PAGE>

         INDEX OF EXHIBITS ACCOMPANYING THE S-8 REGISTRATION STATEMENT


         Exhibit         Description                                  Sequential
                                                                            Page
                                                                          Number

         4(a)       2000 Amendment of Acme United Corporation
                    Amended and Restated Stock Option Plan
         4(b)       2001 Amendment of Acme United Corporation
                    Amended and Restated Stock Option Plan
         5          Opinion of Brody, Wilkinson and Ober, P.C.
                    Regarding the Legality of the Shares of Common Stock
         23(a)      Consent of Brody, Wilkinson and Ober, P.C.*
         23(b)      Consent of Ernst & Young LLP, Independent Auditors


*Included in exhibit 5.

<PAGE>

                                  EXHIBIT 4(a)



                             ACME UNITED CORPORATION
                     AMENDMENT TO EMPLOYEE STOCK OPTION PLAN
                             ADOPTED MARCH 31, 2000


The aggregate number of shares of Common Stock of the Corporation available
under the Plan is increased from 520,000 shares to 670,000 shares.



<PAGE>

                                  EXHIBIT 4(b)



                             ACME UNITED CORPORATION
                     AMENDMENT TO EMPLOYEE STOCK OPTION PLAN
                            ADOPTED FEBRUARY 27, 2001


The aggregate number of shares of Common Stock of the Corporation available
under the Plan is increased from 670,000 shares to 790,000 shares.




<PAGE>

    OPINION OF COUNSEL REGARDING THE LEGALITY OF THE SHARES OF COMMON STOCK-
                                    EXHIBIT 5


                                                           September 24, 2001

Acme United Corporation
1931 Black Rock Turnpike
Fairfield, CT 06432

Dear Sir or Madam:

     We have acted as counsel for Acme United  Corporation  (the  "Company")  in
connection  with the  preparation  and filing with the  Securities  and Exchange
Commission of the  Amendment to Form S-8  Registration  Statement  (the "Amended
Registration  Statement")  relating to an  additional  270,000  shares of Common
Stock,  par value $2.50 per share,  of the Company  (the  "Common  Stock") to be
offered  pursuant to the Acme United  Corporation  Amended  and  Restated  Stock
Option Plan (the "Plan").

     We have  examined and are familiar  with (i) the Articles of  Incorporation
and the Bylaws of the Company,  (ii) the corporate  proceedings  authorizing the
issuance of 270,000  shares of Common Stock  pursuant to the Plan, and (ii) such
other documents and instruments as we have considered necessary for the purposes
of the opinions hereinafter set forth.

     Based upon the foregoing, we are of the opinion that:

     1.   The  Company  has been duly  incorporated  and is a  validly  existing
          corporation   in  good  standing  under  the  laws  of  the  State  of
          Connecticut.

     2.   Upon  issuance and delivery of the shares of Common Stock  pursuant to
          the Plan and payment to the Company of the option price for the Common
          Stock,   such  shares  will  be  validly   issued,   fully  paid,  and
          nonassessable.

     We hereby  consent to the use of this  opinion and our names in  connection
with the Amended  Registration  Statement filed with the Securities and Exchange
Commission to register the shares of Common Stock to be offered as aforesaid.

                                           Very truly yours,

                                           /s/ Brody, Wilkinson and Ober, P.C.



<PAGE>

Exhibit 23(b)


               Consent of Ernst & Young LLP, Independent Auditors


We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the Acme United Corporation Amended and Restated Stock Option
Plan of our report dated March 2, 2001, with respect to the consolidated
financial statements and schedule of Acme United Corporation and subsidiaries
included in its Annual Report (Form 10-K) for the year ended December 31, 2000,
filed with the Securities and Exchange Commission.

                                                     /s/ Ernst & Young LLP

Hartford, Connecticut
September 21, 2001




</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
