As Filed with the Securities and Exchange Commission on May 14, 2004 Registration No. 333-114147 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Brush Engineered Materials Inc. (Exact Name of Registrant as Specified in Its Charter) Ohio 34 -1919973 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification Number) 17876 St. Clair Avenue Cleveland, Ohio 44110 Telephone: (216) 486-4200 (Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices) John J. Pallam Vice President, General Counsel Michael C. Hasychak Vice President, Treasurer and Secretary 17876 St. Clair Avenue Cleveland, Ohio 44110 Telephone: (216) 486-4200 (Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service) Copies to: David P. Porter John J. Jenkins Jones Day Calfee, Halter & Griswold LLP North Point 1400 McDonald Investment Center 901 Lakeside Avenue 800 Superior Avenue Cleveland, Ohio 44114 Cleveland, Ohio 44114 Telephone: (216) 586-3939 Telephone: (216) 622-8200 Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective. If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. The information in this prospectus is not complete and may be changed. We and the selling shareholders may not sell these securities until the registration statement that is filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED MAY 14, 2004 PROSPECTUS 1,815,000 Shares Brush Engineered Materials Inc. Common Stock We are offering 1,700,000 common shares and the selling shareholders are offering 115,000 common shares through a syndicate of underwriters. We will not receive any of the proceeds from the sale of common shares by the selling shareholders. Our common shares are traded on the New York Stock Exchange under the symbol “BW.” The last reported sale price of our common shares on the New York Stock Exchange on May 13, 2004 was $16.05 per share. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Investing in our common shares involves risks. See “Risk Factors” beginning on page 7. Per Share Total Public offering price $ $ Underwriting discount and commission $ $ Proceeds to us (before expenses) $ $ Proceeds to selling shareholders (before expenses) $ $ We have granted the underwriters an option to purchase up to 272,250 additional common shares to cover over-allotments. We expect that the common shares will be ready for delivery on or about , 2004. K EY B ANC C APITAL M ARKETS J EFFERIES & C OMPANY, I NC. BB&T C APITAL M ARKETS W M S MITH S ECURITIES, I NC. The date of this prospectus is , 2004. TABLE OF CONTENTS Page Prospectus Summary 1 Risk Factors 7 Forward -Looking Statements 18 Use of Proceeds 19 Capitalization 20 Market Price of Common Shares and Dividends 21 Dilution 21 Selected Consolidated Financial Data 22 Management’s Discussion and Analysis of Financial Condition and Results of Operations 23 Business 50 Management 63 Selling Shareholders 65 Description of Capital Stock 66 Underwriting 69 Legal Matters 71 Experts 71 Where You Can Find More Information 72 Incorporation of Documents by Reference 72 Index to Consolidated Financial Statements F-1 You should rely only on the information contained in or incorporated by reference into this prospectus. We have not authorized anyone to provide you with different information. We are not making an offer of these securities in any state where the offer is not permitted. You should not assume that the information contained in this prospectus is accurate as of any date other than the date on the front of this prospectus or the date of any document incorporated by reference. i PROSPECTUS SUMMARY This summary highlights information contained elsewhere in this prospectus. We urge you to read this entire prospectus and the documents incorporated by reference into this prospectus carefully, including the “Risk Factors” section and our consolidated financial statements and the related notes included elsewhere in this prospectus. Unless the context otherwise requires, references to “we,” “us” or “our” refer collectively to Brush Engineered Materials Inc. and its subsidiaries. The term “common shares” means our shares of common stock, no par value, unless the context indicates a different meaning. Unless otherwise specified, all information assumes the underwriters do not exercise their over-allotment option. Brush Engineered Materials Inc. We are a leading global provider of high-performance engineered materials for a growing variety of commercial and industrial applications where superior performance and reliability are essential. Our engineered materials are critical components of many high-technology or high- performance products and enable those products to be made stronger, smaller and lighter, with improved performance characteristics. We produce and distribute high-performance beryllium products, alloy products, electronic products, precious metal products and engineered material systems. Our engineered materials have product applications in a variety of end-use markets, including telecommunications and computer, automotive electronics, optical media, industrial components, appliance, aerospace and defense. Beryllium is a key raw material in many of our products. Beryllium is a naturally occurring element — number four on the periodic table of elements, with the symbol “Be” — and is the lightest structural metal on Earth. It is stiffer than steel, lighter than aluminum and possesses other unique mechanical and thermal properties. Beryllium is extracted from bertrandite and beryl ores. We operate the only active bertrandite ore mine in the developed world, located on 7,500 acres in Juab County, Utah. Through our subsidiaries Brush Wellman Inc., Brush Resources Inc. and Brush Ceramic Products Inc., we are the world’s only fully integrated provider of beryllium, beryllium-containing alloys and beryllia ceramics. We were organized as a holding company for our various businesses in 2000. Our subsidiary Brush Wellman Inc. was founded in 1931 as The Brush Beryllium Company. We currently operate 16 manufacturing facilities located in the United States, Singapore and the Philippines. We also have global service and distribution centers in Germany, Japan, Singapore, England and the United States, and sales offices throughout the United States, China and Taiwan. We have two business segments: Metal Systems Group and Microelectronics Group. Our Metal Systems Group accounted for approximately 60% of our sales during 2003, and our Microelectronics Group accounted for approximately 39% of our sales during 2003. The balance of our sales during 2003 were from our bertrandite ore milling operations. Metal Systems Group Our Metal Systems Group includes Alloy Products, Beryllium Products and Technical Materials Inc., or TMI. Alloy Products, our largest business, manufactures and sells copper and nickel-based alloy systems, most of which incorporate beryllium. These beryllium alloys exhibit high strength and hardness, good formability and excellent resistance to corrosion, wear and fatigue, while retaining good thermal and electrical conductivity. They often are the material of choice for critical components in cell phones and wireless communications equipment, notebook and network computers and web servers, personal digital assistants, or PDAs, automotive electronics and industrial products. Alloy Products also manufactures non-beryllium-containing alloys — including ToughMet®, a copper-nickel-tin