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