<PAGE>
As filed with the Securities and Exchange Commission on May 18, 2000
Registration No.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------------------
FORM S-3
REGISTRATION STATEMENT
Under
The Securities Act of 1933
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Reunion Industries, Inc.
(Exact name of registrant as specified in its charter)
Delaware 06-1439715
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
-----------------------------------
300 Weyman Plaza, Suite 340
Pittsburgh, PA 15236
(412) 885-5501
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
-----------------------------------
Richard L. Evans Copies to:
Reunion Industries, Inc. Herbert B. Conner, Esq.
300 Weyman Plaza, Suite 340 Stephen W. Johnson, Esq.
Pittsburgh, PA 15236 Buchanan Ingersoll
(412) 885-5501 Professional Corporation
One Oxford Centre
301 Grant Street, 20th Floor
Pittsburgh, Pennsylvania 15219
(412) 562-8800
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
------------------------------
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 of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box.[X]
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.[_]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===================================================================================================================================
Title of each class of Amount to be Proposed maximum Proposed maximum Amount of
securities to be registered registered(1) offering price per share aggregate offering price(1) registration fee(2)
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<S> <C> <C> <C> <C>
Common Stock, $.01 par value 8,269,479 $1.21875 $10,078,427.53 $2,801.80
===================================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee. This
amount represents the total number of shares which may be sold by the
stockholders named in this registration statement which they acquired or may
acquire in connection with the merger of Chatwins Group, Inc. with and into
the registrant.
(2) Calculated in accordance with Rule 457(c) under the Securities Act of 1933
on the basis of high and low prices of registrant's common stock on the
American Stock Exchange on May 11, 2000.
------------------------------
The registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the registration shall
file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the registration statement shall become
effective on such date as the Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.
<PAGE>
Prospectus
8,269,479 Shares
Reunion Industries, Inc.
Common Stock
($.01 Par Value)
This prospectus covers the resale of up to 8,269,479 shares of our common
stock that may be offered for sale from time to time by certain stockholders who
acquired restricted shares of our common stock and the right to acquire certain
shares of such stock in connection with our merger with Chatwins Group, Inc. The
shares offered by this prospectus may be offered from time to time by the
registering stockholders. However, each registering stockholder has agreed that
he or it will not sell more than 1% of our outstanding shares in any three-month
period under this registration statement. The agreement is attached to this the
registration statement of which this prospectus is a part as Exhibit 4.2. No
underwriting arrangement has been entered into by the stockholders. The
stockholders may offer the shares registered hereby in one or more transactions
that may take place on the American Stock Exchange, including ordinary broker's
transactions, privately negotiated transactions or through sales to one or more
dealers for resale of such shares as principals, at market prices prevailing at
the time of sale, at prices related to prevailing market prices, or at
negotiated prices. Usual and customary or specifically negotiated fees or
commissions may be paid by the stockholders in connection with the sale of the
shares.
Our common stock is traded on the American Stock Exchange under the symbol
"RUN." On May 17, 2000, the last sale price of our common stock was $2 3/16 per
share.
We will not receive any proceeds from the sale of the shares registered.
See "Risk Factors" beginning on page 4 for a discussion of certain
considerations relevant to an investment in the common stock offered for sale.
The expenses of the offering described in this prospectus, which are payable
by us, are estimated to be approximately $15,000.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
The date of this prospectus is May 18, 2000.
The information in the prospectus is not complete and may be changed. The
registering stockholders may not sell these securities until the registration
statement filed with the Securities and Exchange Commission is effective. This
prospectus is not an offer to sell securities and is not soliciting an offer to
buy these securities in any state where the offer is prohibited.
<PAGE>
TABLE OF CONTENTS
<TABLE>
<S> <C>
WHERE YOU CAN FIND MORE INFORMATION.................................... 1
PROSPECTUS SUMMARY..................................................... 2
RISK FACTORS........................................................... 4
REGISTERING STOCKHOLDERS............................................... 7
USE OF PROCEEDS........................................................ 8
PLAN OF DISTRIBUTION................................................... 8
SHARES ELIGIBLE FOR FUTURE SALE........................................ 9
INDEPENDENT ACCOUNTANTS................................................ 9
LEGAL MATTERS.......................................................... 10
</TABLE>
<PAGE>
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the Securities and Exchange Commission. You may read and copy
any document we file at the Commission's public reference rooms in Washington,
D.C., New York, New York and Chicago, Illinois. Please call the Commission at
1-800-SEC-0330 for further information on the public reference rooms. Our
filings are also available to the public through the Commission's site on the
Internet's World Wide Web located at www.sec.gov. Our common stock is traded on
the American Stock Exchange and, as such, reports and other information
concerning Reunion Industries can also be inspected at the offices of the
American Stock Exchange at 86 Trinity Place, New York, NY 10006-1881, or at its
web site located at www.amex.com.
This prospectus is part of a registration statement on Form S-3 filed by us
with the Commission under the Securities Act of 1933. As permitted by
Commission rules, this prospectus does not contain all of the information
included in the registration statement and the accompanying exhibits filed with
the Commission. You may refer to the registration statement and its exhibits
for more information.
The Commission allows us to "incorporate by reference" into this prospectus
the information we file with the Commission. This means that we can disclose
important information to you by referring you to those documents. The
information incorporated by reference is considered to be a part of this
prospectus. If we subsequently file updating or superseding information in a
document that is incorporated by reference into this prospectus, the subsequent
information will also become part of this prospectus and will supersede the
earlier information.
Incorporation Of Certain Documents By Reference
We are incorporating by reference the following documents that we have filed
with the Commission:
. Quarterly Report on Form 10-Q for the three months ended March 31, 2000
. Current Reports on Form 8-K and 8-K/A for the events dated March 16, 2000
. Annual Report on Form 10-K for the fiscal year ended December 31, 1999
. Registration Statement on Form S-4 filed April 1, 1999, as amended and
supplemented (File No. 333-84321), including the definitive proxy
statement/prospectus dated November 12, 1999, which is a part of the
Registration Statement, with respect to the Annual Meeting of Stockholders
held on December 15, 1999
. The description of our common stock contained in the Registration Statement
on Form S-4 filed April 1, 1999, as amended and supplemented (File No. 333-
84321), including any amendment or reports filed for the purpose of
updating such description
. All other reports and other documents filed by us since December 31, 1999,
pursuant to Section 13(a) or 15(d) of the Exchange Act
We are also incorporating by reference into this prospectus:
. All of our future filings with the Commission under Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act until this offering has been completed
. All of our filings made by us under the Exchange Act after the date the
registration statement to which this prospectus is a part was initially
filed and prior to the effective date of that registration statement
You may request a copy of these filings at no cost, by writing or telephoning
us at the following address or telephone number: Reunion Industries, Inc., 300
Weyman Plaza, Suite 340, Pittsburgh, PA 15236, Attention: Richard L. Evans,
telephone: (412) 885-5501.
You should rely only on the information provided or incorporated by reference
in this prospectus or the prospectus supplement. We have not authorized anyone
to provide you with different information. We are not
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<PAGE>
making an offer of these securities in any state where the offer is not
permitted. You should not assume that the information in this prospectus or the
prospectus supplement is accurate as of any date other than the date on the
front of the document.
PROSPECTUS SUMMARY
You should read the following summary together with the more detailed
information and our financial statements and the notes to the financial
statements appearing elsewhere in this prospectus. As used in this prospectus,
"us," "we" or the "company" means Reunion Industries, Inc. and its subsidiaries
after giving effect to the merger with Chatwins Group, Inc. and the acquisition
of Stanwich Acquisition Corp., d/b/a Kingway Material Handling Company, unless
the context requires otherwise.
This prospectus contains "forward-looking statements" as indicated by the use
of terms such as "may," "will," "expect," "believe," "estimate," "anticipate,"
"intend" or other similar terms. We believe that our plans, intentions and
expectations reflected in or suggested by such forward-looking statements are
reasonable, but we can give no assurance that such plans, intentions or
expectations will be achieved. These statements are based on information
currently available to us and are subject to a number of risks and uncertainties
that could cause our actual results to differ materially from those anticipated.
The principal risks and uncertainties are set forth below under the heading
"Risk Factors" beginning on page 4 of this prospectus and are also described in
other parts of this prospectus.
Our Company
We own and operate a diverse group of industrial manufacturing operations. We
design and manufacture highly engineered, high-quality products for specific
customer requirements, such as large-diameter seamless pressure vessels,
hydraulic and pneumatic cylinders, precision plastic components, heavy-duty
cranes and materials handling systems. Our customers include original equipment
manufacturers and end-users in a variety of industries, such as transportation,
power generation, chemicals, metals, home electronics, office equipment and
consumer goods. Our business units are organized into two operating groups:
. the Metals Group, which is comprised of the pre-merger business units of
Chatwins Group and Kingway
. the Plastics Group, which is comprised of the pre-merger plastics business
units of Reunion Industries
The Metals Group, through its five manufacturing divisions, designs,
manufactures and markets a broad range of fabricated and machined industrial
metal parts and products to original equipment manufacturers and end-users. The
Metals Group serves over 5,000 customers, including Air Products, Home Depot,
John Deere, U.S. Steel and Wal-Mart. The manufacturing divisions of the Metals
Group consist of:
. Alliance Machine, which was established in 1901 and is a manufacturer of
large, heavy-duty cranes used in a wide range of steel mill applications
. CP Industries, which was established in 1897 and is a designer and
manufacturer of large-diameter seamless pressure vessels primarily utilized
for the transport and storage of high-pressure gases
. Hanna, which was established in 1901 and is a specialty manufacturer of
fluid power components, including hydraulic and pneumatic cylinders,
accumulators and actuators used in various industrial and original
equipment manufacturers applications
. Kingway (formerly Auto-Lok), which was established in 1946 and is a
manufacturer and marketer of highly engineered material handling systems
and computer-assisted picking systems designed to assist corporate
distribution centers with "just-in-time" inventory management
. Steelcraft, which was established in 1972 and is a manufacturer of cold-
rolled leaf springs used in boat trailers, golf carts, agricultural and
other utility trailers
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<PAGE>
The Plastics Group manufactures precision molded plastic parts and provides
engineered plastics services to original equipment manufacturers, including
Cutler-Hammer, Hewlett-Packard, Nortel and Xerox. The business units within the
Plastics Group consist of:
. Domestic Thermoplastics Division, which was established in 1964 and is a
full-service plastic injection molder that designs and manufactures high-
volume, precision thermoplastic products and provides secondary services
such as hot stamping, welding, printing, painting and assembly
. Rostone, which was established in 1927 and specializes in producing
precision thermoset plastic molded parts for original equipment
manufacturers in the electrical, transportation, appliance and office
equipment industries
. Data Packaging, which was established in Ireland in 1981 and is a full-
service custom plastic injection molder manufacturing high-volume,
precision thermoplastic products and providing engineered plastic services
for high technology customers primarily in Europe
We also have wine-grape agricultural operations in Napa County, California.
Our principal executive offices are located at 300 Weyman Plaza, Suite 340,
Pittsburgh, PA 15236, and our telephone number is (412) 885-5501.
Recent Developments
On March 16, 2000, we effected the following transactions (as described in the
Current Reports on Form 8-K and 8-K/A for the events dated March 16, 2000, which
are incorporated herein by reference):
. we merged with Chatwins Group, Inc., an industrial manufacturing company.
Chatwins Group's sales in 1999 were $121.1 million
. we acquired Stanwich Acquisition Corp., d/b/a Kingway Material Handling
Company, a maker of industrial and commercial storgage racks and material
handling systems. Kingway's sales in 1999 were $17.5 million
. we entered into a $72.5 million senior secured credit facility with Bank of
America and other lenders
In connection with the merger, we added two individuals from Chatwins Group to
our board of directors, increasing our board size to eight, and relocated our
corporate headquarters to Pittsburgh, PA from Stamford, CT.
Effective March 23, 2000, we began trading on the American Stock Exchange
under the symbol RUN. We moved to the American Stock Exchange from the NASDAQ
Small Cap (RUNI).
The Offering
The stockholders who are offering their shares for sale under this prospectus
are offering an aggregate of 8,269,479 shares of common stock at prices
obtainable on the American Stock Exchange or as otherwise negotiated. Each of
the stockholders has informed us that he or it does not have any arrangements or
agreements with any underwriters or broker/dealers to sell the shares, and that
he or it intends to contact various broker/dealers to identify prospective
purchasers. Prior to this offering, the stockholders beneficially owned an
aggregate of 7,856,012 shares, or 66 percent, of our outstanding common stock.
Under our merger agreement with Chatwins Group, those stockholders have the
right to receive up to 413,467 additional shares if the business units within
the Metals Group achieve specified performance levels in 2000. If the
stockholders sell all of the shares offered hereby, they will own no shares of
our common stock after this offering.
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<PAGE>
RISK FACTORS
An investment in our common stock represents a high degree of risk. In addition
to the other information contained in this prospectus, you should carefully
consider the following risk factors in evaluating us and our business.
Our post-merger increased debt obligations may adversely affect our ability to
do business.
Reunion Industries' indebtedness at December 31, 1999 totaled $32.0 million.
Our indebtedness at March 31, 2000, which gives effect to the merger with
Chatwins Group and the acquisition of Kingway, was $101.8 million. As a result
of the increase in debt, significant demands on our cash resources will continue
after the merger, which could have important effects on your investment in our
common stock. Our increased levels of indebtedness, for example:
. will require us to dedicate a substantial portion of our cash flow
from operations to payments on our indebtedness, thereby reducing the
amount of our cash flow available for working capital, capital
expenditures, acquisitions and other general corporate purposes
. may limit our flexibility in planning for, or reacting to, changes in
our industry including the pursuit of our growth strategy
. will place us at a competitive disadvantage compared to our
competitors that have fewer debts and greater operating and financing
flexibility than we do
. will limit, along with the financial and other restrictive covenants
applicable to our indebtedness, among other things, our ability to
borrow additional funds even when necessary to maintain adequate
liquidity
. will result in an event of default upon a failure to comply with these
covenants which, if not cured or waived, could have a material adverse
effect on our business, financial condition or results of operations
. will increase our vulnerability to general adverse economic and
industry conditions
If we are unable to service our indebtedness and fund our business, we will be
forced to adopt an alternative strategy that may include any or all of the
following:
. reducing or delaying necessary capital expenditures
. seeking additional debt financing or equity capital
. selling assets
. restructuring or refinancing our indebtedness
We cannot assure you that any of these alternative strategies could be
implemented on satisfactory terms or at all.
The public sale of a significant number of previously restricted shares may
adversely affect the price of our common stock.
The 8,269,479 shares of common stock registered for sale hereby by the
registering stockholders had been "restricted securities" subject to resale
limitations. The sale of substantial amounts of those shares in the public
market or even the availability of those shares for future sales could adversely
affect the market price of our common stock.
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<PAGE>
Material Litigation -- We currently are involved in material legal proceedings.
Reunion Industries, Chatwins Group and Reunion Industries' directors were
named as defendants in a class-action lawsuit filed on December 13, 1999 in the
Delaware Court of Chancery, purportedly on behalf of our stockholders other than
the stockholders of Chatwins Group, seeking to prevent or rescind the merger
between Reunion Industries and Chatwins Group and/or obtain damages on account
of the merger. The lawsuit alleges breaches of fiduciary duty by the defendants
in setting the stock-for-stock exchange ratio of that merger. We may incur costs
to defend this lawsuit, some of which may not be recoverable under our insurance
policy.
Control by Principal Stockholders and Transactions With Related Parties -- A few
shareholders control a significant majority of the common stock of the company.
Charles E. Bradley, Sr., the Chairman of the company; his son, Kimball J.
Bradley, the President and Chief Operating Officer; John G. Poole, a director;
and members of their respective families own approximately 60% of our
outstanding common stock. Charles E. Bradley, Sr. and Poole are the beneficial
owners of all of the company's Series A preferred stock and the beneficial
owners of 57.5% of the company's Series B preferred stock. Accordingly, these
persons have the ability to control the election of directors and the
appointment of officers and have the ability to control the business strategy of
the company. They also have the ability to approve important corporate matters,
such as amendments to our certificate of incorporation and bylaws, mergers,
business acquisitions, dispositions and share issuances, without the approval of
our other stockholders. In addition, the interest of such controlling parties
may be adverse to your interests.
We may not be able to use our net operating loss carryforwards as expected.
Our certificate of incorporation contains transfer restrictions intended to
prevent an "ownership change" as defined in the tax laws and thereby preserve
our ability to maximize the use of net operating loss carryforwards. We may be
unable to use our net operating loss carryforwards as expected if we are unable
to prevent the occurrence of an "ownership change" as defined in the tax laws.
Environmental Matters -- Liabilities associated with remediation, and any
potential future environmental claims, could have a material adverse effect on
results from operations.
Our operations involve the handling and use of substances that are subject to
federal, state and local environmental laws and regulations that impose
limitations on the discharge of pollutants into the soil, air and water and
establish standards for their discharge and disposal. Although we believe we are
in material compliance with these laws, the violation of these laws could have a
material adverse effect on our business, financial condition, results of
operations or prospects.
Certain environmental laws provide for strict, joint and several liability for
investigation and remediation of spills and other releases of hazardous
materials. These laws typically impose liability whether or not the owner or
operator knew of, or was responsible for, the presence of any hazardous
materials. Persons who arrange (as defined under these laws) for the disposal or
treatment of hazardous materials also may be liable for the costs of
investigation, removal or remediation of such materials at the disposal or
treatment site, regardless of whether the affected site is owned or operated by
them. Such liability is strict, and may be joint and several.
Because we own and operate a number of facilities, and because we arrange for
the disposal of hazardous materials at many disposal sites, we may incur costs
for investigation, removal and remediation, as well as capital costs associated
with compliance with environmental laws and regulations. Although such
environmental costs have not been material in the past and are not expected to
be material in the future, changes in environmental laws and regulations or
unexpected investigations and cleanup costs could have a material adverse effect
on our business, financial condition or results of operation.
We cannot assure you of any of the following:
. that additional environmental or remediation obligations will not be
incurred in the future
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. that existing or future environmental liabilities could not have a material
adverse effect on our business, financial condition, results of operation
or prospects, or on our ability to service our debt
. that currently unknown matters, new laws and regulations or stricter
interpretations of existing laws or regulations will not have a material
adverse effect on our business, financial condition, results of operation
or prospects, or on our ability to service our debt
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<PAGE>
REGISTERING STOCKHOLDERS
The following table sets forth information provided to us, as of May 17,
2000, with respect to the number of shares of common stock beneficially owned by
each of the registering stockholders both before and after the sale of shares
offered by this prospectus.
Any or all of the shares of common stock listed below may be offered for
sale pursuant to this prospectus by the stockholders from time to time. Each of
the registering stockholders was an affiliate of Chatwins Group prior to the
merger. It was a condition of the merger agreement that they receive registered
shares in the merger. However, they agreed to waive that condition and accept
"restricted" shares in the merger provided that the shares would be registered
for resale after the merger. This registration statement registers the
"restricted" shares received by the Chatwins Group affiliates. Each of the
affiliates has agreed that he or it will not sell more than 1% of our
outstanding shares in any three-month period under this registration statement.
Accordingly, the affiliates may sell the shares registered under this
registration statement in the same manner as if they had received registered
shares in the merger.
All of the registering stockholders, with the exception of Benjamin B.
Poole, Donald W. Poole III, the limited partnerships and the trusts, are
officers, directors or employees of the company. See "Plan of Distribution."
The shares covered by this prospectus may be offered from time to time by
the stockholders named below. This registration statement is being filed as a
condition of our merger agreement with Chatwins Group. Registration of the
shares does not necessarily mean that the stockholders will sell all or any of
the shares. None of the named stockholders has a present intention to sell
shares, although they may do so in the future. Accordingly, we cannot estimate
the amount of shares of common stock that will be held by the stockholders
following any sales. For purposes of the table below, the numbers presented
under "Number of shares owned after assumed sale of all shares" and "Percentage
of shares owned after assumed sale of all shares" assume that all of the shares
being registered under this registration statement are sold:
<TABLE>
<CAPTION>
Number of shares Number of Percentage of
of common stock Number of shares Number of shares owned shares owned
owned before contingently shares to be after assumed after assumed
Name registration owned registered sale of all shares sale of all shares
---- ------------ ----- ---------- ------------------- -----------------
<S> <C> <C> <C> <C> <C>
Charles E. Bradley, Sr. 64,871 3,414 68,285 0 *
Charles E. Bradley, Sr.
Family Limited Partnership 4,506,827 237,201 4,744,028 0 *
John G. Poole Family
Limited Partnership 1,446,604 76,136 1,522,740 0 *
Kimball J. Bradley 778,456 40,971 819,427 0 *
Joseph C. Lawyer 586,889 30,888 617,777 0 *
Jack T. Croushore 131,864 6,940 138,804 0 *
John M. Froehlich 973 51 1,024 0 *
Allan S. Wippman 810 42 852 0 *
Benjamin B. Poole 101,932 5,364 107,296 0 *
Benjamin B. Poole Trust 67,427 3,548 70,975 0 *
</TABLE>
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<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C>
Donald W. Poole III 101,932 5,364 107,296 0 *
Donald W. Poole III Trust 67,427 3,548 70,975 0 *
</TABLE>
* Less than 1% of outstanding shares
USE OF PROCEEDS
All net proceeds from the sale of the shares will go to the stockholders
who offer and sell them. We will not receive any proceeds from the sale of
shares by the stockholders.
PLAN OF DISTRIBUTION
The offering of the shares of common stock is not being underwritten, and
we will not receive any proceeds from this offering. The registering
stockholders (or, subject to applicable law, their pledgees, distributees,
transferees or other successors in interest) may offer their shares at various
times in one or more of the following transactions:
. on the American Stock Exchange or any other exchange where our common
stock is listed
. in negotiated transactions not on an exchange or over-the-counter
. in connection with short sales of our common stock
. by pledge to secure debts or other obligations
. in connection with the writing of call options, in hedge transactions
and to settle other transactions in standardized or over-the-counter
options
. in a combination of any of the above transactions
The stockholders may also sell shares under Rule 144 of the Securities Act,
where applicable.
The stockholders may sell the shares through public or private transactions
at prevailing market prices, or at prices relating to prevailing market prices
or at privately negotiated prices.
The stockholders may use broker-dealers to sell the shares. In order to
comply with the securities laws of various states, if applicable, the shares
will be sold in those jurisdictions only through registered or licensed brokers
or dealers. In addition, in certain states, the shares may not be sold unless
they have been registered or qualified for sale in the applicable state or an
exemption from the registration or qualification requirement is available and
followed.
If broker-dealers are used, they will either receive discounts or
commissions from the stockholders, or they will receive commissions from the
purchasers of shares for whom they act as agents. The stockholders and any
broker-dealers or agents that participate with the stockholders in the
distribution of the shares may be deemed to be "underwriters" within the meaning
of the Securities Act, and any commissions received by them and any profit on
the resale of the shares they purchase may be deemed to be underwriting
commissions or discounts under the Securities Act.
Under applicable rules and regulations under the Exchange Act, any person
engaged in the distribution of the shares may not bid for or purchase shares of
common stock during a period which commences one business day (five business
days, if our public float is less than $25 million or our average daily trading
volume is less than $100,000) prior to such person's participation in the
distribution, subject to exceptions for certain passive market making
activities. In addition and without limiting the foregoing, each stockholder
will be subject to applicable provisions of the Exchange Act and the rules and
regulations thereunder, including, without limitation,
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<PAGE>
Regulation M, which provisions may limit the timing of purchases and sales of
shares of our common stock by that stockholder.
At the time a particular offer of shares is made by or on behalf of the
stockholders, we will deliver a prospectus as required by the Securities Act.
Upon being notified by a stockholder that any material arrangement has
been entered into with a broker-dealer for the sale of shares through a block
trade, special offering, exchange distribution or secondary distribution or a
purchase by a broker or dealer, a supplement to this prospectus will be filed,
if required, pursuant to Rule 424(b) under the Securities Act. In addition, upon
being notified by a stockholder that a donor or pledgee intends to sell more
than 500 shares, a supplement to this prospectus will be filed.
Under applicable rules and regulations under the Exchange Act, any person
engaged in the distribution of the common stock offered herein may not
simultaneously engage in market-making activities with respect to any of our
securities during the applicable "cooling off" period (currently a period of up
to five business days) prior to the commencement of such distribution.
We have agreed to pay substantially all of the expenses incident to the
registration of all of the securities covered by this prospectus, other than
transfer taxes, if any, and commissions and discounts of dealers and agents.
SHARES ELIGIBLE FOR FUTURE SALE
As of the date of this prospectus, we have outstanding approximately
11,990,109 shares of our common stock. Of these shares, 3,790,574 shares are
freely tradable without restriction or registration under the Securities Act by
persons other than "affiliates," as defined by Rule 144 promulgated under the
Securities Act. The remaining 8,199,535 shares are "restricted shares" as that
term is defined by Rule 144; of those, 7,856,012 shares, and an additional
413,467 to be issued contingently, are being registered for sale by this
registration statement, meaning that they can be sold without Rule 144
restrictions in accordance with this registration statement.
Rule 144 provides that an affiliate of Reunion Industries or a person (or
persons whose shares are aggregated) who has beneficially owned restricted
securities for at least one year is entitled to sell, within any three-month
period, a number of shares that does not exceed the greater of 1% of the then-
outstanding shares of common stock (approximately 119,900 shares of common stock
immediately after this offering) or the average weekly trading volume of the
common stock during the four calendar weeks preceding such sale. Sales under
Rule 144 are also subject to certain manner of sale provisions, notice
requirements and the availability of current public information about us.
However, a person who is not an "affiliate" of ours at any time during the 90
days preceding a sale, and who has beneficially owned the shares proposed to be
sold for at least two years, would be entitled to sell such shares under Rule
144 without regard to the requirements described above.
We cannot predict the effect, if any, that the sales of our common stock or
the availability of such shares for sale in the public market will have on the
market price for our common stock prevailing from time to time. Nevertheless,
when the restrictions described above lapse, it could adversely affect
prevailing market prices for our common stock and impair our ability to raise
capital through an offering of our equity securities in the future.
INDEPENDENT ACCOUNTANTS
The historical consolidated financial statements of Chatwins Group and
Reunion Industries for each of the fiscal years in the three-year period ended
December 31, 1999, and the historical financial statements for Stanwich
Acquisition Corp. doing business as Kingway Material Handling Company for the
fiscal year ended December 31, 1999, are incorporated by reference in this
prospectus and in the rest of this registration statement and have been audited
by PricewaterhouseCoopers LLP, independent accountants, as indicated in their
reports incorporated by reference herein.
-9-
<PAGE>
LEGAL MATTERS
The validity of the shares of common stock offered hereby will be passed
upon for us by Buchanan Ingersoll Professional Corporation, Pittsburgh,
Pennsylvania.
No person has been authorized to give any information or to make any
representation not contained in this prospectus and, if given or made, such
information or representation must not be relied upon as having been authorized.
This prospectus does not constitute an offer to sell, or a solicitation of an
offer to buy, any of the securities offered hereby in any jurisdiction to any
person to whom it is unlawful to make such an offer or solicitation in such
jurisdiction. Neither the delivery of this prospectus, nor any sale made
hereunder, shall under any circumstances create any implication that there has
been no change in the affairs of the company since the date hereof or that the
information contained herein is correct as of any time subsequent to that date.
-10-
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The estimated expenses of the offering described in this Registration
Statement, all of which are to be borne by the Registrant, are as follows:
Registration fee $ 3,879.42
Accounting fees and expenses $ 5,000.00
Legal fees and expenses $ 5,000.00
Miscellaneous $ 1,120.58
----------
Total $15,000.00
Item 15. Indemnification of Directors and Officers
Under the Delaware General Corporation Law, a corporation may 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 or
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 such person acted in good faith and in a
manner he 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 his conduct was unlawful. The Delaware General
Corporation Law permits similar indemnification in the case of derivative
actions, except that no indemnification may be made against any claim, issue or
matter as to which the person shall have been adjudicated to be liable to the
corporation unless and only to the extent that the Court of Chancery or the
court in which that action or suit was brought shall determine upon application
that, despite the adjudication of liability but in view of all of the
circumstances of the case, that person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or any other court shall
deem proper.
Reunion Industries' certificate of incorporation provides that the
corporation shall, to the fullest extent permitted by law, 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 derivative action by reason of the fact that he
is or was a director or officer of Reunion Industries, 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 him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
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 his conduct was unlawful. Reunion Industries'
certificate of incorporation also authorizes the advancement of expenses in
certain circumstances.
Item 16. Exhibits
The following is a complete list of exhibits filed as part of this
Registration Statement.
Exhibit No.
----------
3.1 Certificate of Incorporation of Reunion Industries, Inc.
Incorporated by reference to Exhibit 3.1 to Registration
Statement on Form S-4 (No. 33-64325)
3.2 By-laws of Reunion Industries, Inc. Incorporated by
reference to Exhibit 3.2 to Registration Statement on
Form S-4 (No. 33-64325)
<PAGE>
4.1 Specimen Stock Certificate evidencing the Common Stock, par
value $.01 per share, of Reunion Industries, Inc.
Incorporated by reference to Exhibit 4.1 to Registration
Statement on Form S-4 (Registration No. 33-64325)
4.2 Form of Resale Agreement by and between Reunion Industries,
Inc. and the registering stockholders
5.1 Opinion of Buchanan Ingersoll Professional Corporation
23.1 Consent of PricewaterhouseCoopers LLP, Pittsburgh, PA
23.2 Consent of PricewaterhouseCoopers LLP, Stamford, CT
23.3 Consent of Buchanan Ingersoll Professional Corporation
(included in its opinion)
24.1 Form of Power of Attorney
Item 17. 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.
(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. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424 (b) if, in the aggregate, the changes in volume and
price represent no more than a 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the
effective registration statement.
(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 (1) (i) and (1) (ii) above do not
apply if the information required to be included in a post-effective
amendment by those paragraphs contained in the periodic reports filed by
the registrant pursuant to Section 13 or Section 15 (d) of the Exchange Act
that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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 bona 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.
<PAGE>
(c) Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers, and controlling persons of the
Registrant pursuant to the foregoing provisions, 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 Securities 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 success 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 Securities Act and will be governed by the final
adjudication of such issue.
<PAGE>
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
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Pittsburgh, Commonwealth of Pennsylvania, on May 18,
2000.
REUNION INDUSTRIES, INC.
By: /s/ RICHARD L. EVANS
-------------------------------------------
Richard L. Evans
Executive Vice President of Administration
Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated as of this 18th day of May, 2000.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
*
Charles E. Bradley, Sr. Chairman of the Board and Chief Executive Officer
*
Thomas N. Amonett Director
*
Kimball J. Bradley Director, President and Chief Operating Officer
*
Thomas L. Cassidy Director /s/ RICHARD L. EVANS*
------------------------
* Richard L. Evans, for
W.R. Clerihue Director himself and as attorney-in-
fact for each director, on
* May 18, 2000
Joseph C. Lawyer Director and Vice Chairman
*
Franklin Myers Director
*
John G. Poole Director
*
Richard L. Evans Executive Vice President of Administration and Secretary
*
John M. Froehlich Executive Vice President of Finance and Chief Financial
Officer
</TABLE>
<PAGE>
EXHIBIT INDEX
Exhibit No.
- ----------
3.1 Certificate of Incorporation of Reunion Industries, Inc.
Incorporated by reference to Exhibit 3.1 to Registration
Statement on Form S-4 (No. 33-64325)
3.2 By-laws of Reunion Industries, Inc. Incorporated by reference to
Exhibit 3.2 to Registration Statement on Form S-4 (No. 33-64325)
4.1 Specimen Stock Certificate evidencing the Common Stock, par value
$.01 per share, of Reunion Industries, Inc. Incorporated by
reference to Exhibit 4.1 to Registration Statement on Form S-4
(Registration No. 33-64325)
4.2* Form of Resale Agreement by and between Reunion Industries, Inc.
and the registering stockholders
5.1* Opinion of Buchanan Ingersoll Professional Corporation
23.1* Consent of PricewaterhouseCoopers LLP, Pittsburgh, PA
23.2* Consent of PricewaterhouseCoopers LLP, Stamford, CT
23.3* Consent of Buchanan Ingersoll Professional Corporation (included
in its opinion)
24.1* Form of Power of Attorney
__________________
* Filed herewith
<PAGE>
Exhibit 4.2
Resale Agreement
----------------
March ___, 2000
Reunion Industries Inc.
One Stamford Landing
62 Southfield Avenue
Stamford, CT 06902
Re: Sale of Reunion Industries Inc. ("Reunion") Common Stock
--------------------------------------------------------
Gentlemen:
Reference is made to the Amended and Restated Merger Agreement (the "Merger
Agreement") dated July 28, 1999, between Chatwins Group Inc. (the "Company") and
Reunion. Terms capitalized used but not defined herein shall have the meanings
given them in the Merger Agreement, a copy of which I have reviewed.
I understand that for purposes of Rule 145 promulgated under the Securities
Act of 1933 (the "Securities Act"), I may be deemed to be an "affiliate" of the
Company in connection with the Merger. I understand that because of my status
as an "affiliate" of the Company, any sale or disposition by me of any of the
Reunion Common Stock received by me as Merger Consideration may be made only in
accordance with the provisions of Rule 145 promulgated under the Securities Act
or pursuant to an effective registration statement under the Securities Act or
an exemption from registration. I understand that the provisions of Rule 145(d)
restrict my sales of Reunion Common Stock during the period following the
Merger, and that, among other restrictions, pursuant to the Rule 145, such sales
may be made only in "brokers' transactions" and where the aggregate number of
shares sold by me, together with certain other persons affiliated with me,
during any three-month period does not exceed the greater of (i) 1% of the
Reunion Common Stock outstanding and (ii) the average weekly volume of trading
in Reunion Common Stock on the U.S. national securities exchanges. I hereby
represent to you that I have consulted, and received advice from, my own legal
counsel relating to the applicable restrictions under the Securities Act.
I will not sell or otherwise dispose of any of the Reunion Common Stock
received by me as a Merger Consideration except pursuant to the provisions of
Rule 145(d) or unless an effective registration statement under the Securities
Act is in effect for such sale or an exemption from such registration is
otherwise available under the Securities Act. Further, I agree that any sale of
the Reunion Common Stock received by me as Merger
<PAGE>
Consideration will be limited to the amounts I could sell under Rule 144 of the
Securities Act had I received registered Common Stock in the Merger.
I hereby represent to you that the shares of Reunion Common Stock I receive
as Merger Consideration are received for my own account, and that no other
person or entity had or has any beneficial interest in such securities, except
as set forth in the Proxy Statement/Prospectus heretofore filed by Reunion in
connection with the Merger or on Schedule 13D or 13G heretofore filed by the
undersigned. Except as so set forth, I will take all such actions as may be
necessary, as promptly as practicable, to ensure that record ownership of said
shares of Reunion Common Stock received and held by me beneficially will be
owned of record by me.
I acknowledge and agree that a legend will be placed on the said shares of
Reunion Common Stock to the following effect:
"The Securities represented by this certificate are subject to certain
restrictions under Rule 145 under the Securities Act of 1933, as amended
(the "Act"), and may not be sold or otherwise transferred unless the
securities subject to such sale or transfer are sold pursuant to Rule 145
or are then the subject of an effective Registration Statement under the
Act or unless an exemption from such registration is available."
I understand and agree that the transfer agent for Reunion Common Stock,
acting with respect to the Reunion Common Stock registered in my name, will not
register any transfer(s) thereof except upon its receipt of an opinion of U.S.
counsel reasonably satisfactory to it, addressed to it and Reunion, to the
effect that the proposed transfer is in connection with a sale in accordance
with the terms of this Agreement.
Very truly yours,
______________________________
Name:
Acknowledged and Agreed:
REUNION INDUSTRIES INC.
By: _________________________
Name: _______________________
Title: ______________________
<PAGE>
Exhibit 5.1
May 18, 2000
Reunion Industries, Inc.
300 Weyman Plaza, Suite 340
Pittsburgh, Pennsylvania 15236
Gentlemen:
In connection with the Registration Statement on Form S-3 (the "Registration
Statement") to be filed by Reunion Industries, Inc., a Delaware corporation (the
"Company"), under the Securities Act of 1933, as amended (the "Securities Act")
relating to the registration for resale by the registering stockholders named
therein of 8,269,479 shares of the Company's common stock, par value $.01 per
share (the "Shares"), we, as counsel for the Company, have examined such
corporate records, other documents, and questions of law as we have considered
necessary or appropriate for the purpose of this opinion.
Upon the basis of such examination, we advise you that in our opinion the
Shares to be sold by the registering stockholders are duly and validly
authorized, validly issued, fully paid and non-assessable.
It is our understanding that this opinion is to be used only in connection
with the offer and sale of the Shares while the Registration Statement is in
effect.
We consent to the filing of this opinion letter as an exhibit to the
Registration Statement and any amendment thereto, including any and all post-
effective amendments and any registration statement relating to the same
offering that is to be effective upon filing pursuant to Rule 462(b) under the
Securities Act, and to reference to this firm under the caption "Legal Matters."
In giving such consent, we do not hereby admit that we are in the category of
persons whose consent is required under Section 7 of the Securities Act or the
rules and regulations of the Securities and Exchange Commission.
Sincerely,
BUCHANAN INGERSOLL PROFESSIONAL
CORPORATION
By: /s/ Stephen W. Johnson
----------------------
Stephen W. Johnson
<PAGE>
Exhibit 23.1
Consent of Independent Accountants
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of our reports dated April 14, 2000 relating to the
financial statements of Chatwins Group, Inc. and of Stanwich Acquisition Corp.
(D/B/A Kingway Material Handling Company) which appear in the March 16, 2000
Form 8-K/A for the year ended December 31, 1999.
/s/ PricewaterhouseCoopers LLP
Pittsburgh, PA
May 18, 2000
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of our reports dated March 16, 2000 relating to the
financial statements and financial statement schedules of Reunion Industries,
Inc., which appear in Reunion Industries, Inc.'s Annual Report on Form 10-K for
the year ended December 31, 1999.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Stamford, Connecticut
May 18, 2000
<PAGE>
Exhibit 24.1
POWER OF ATTORNEY
(Form S-3)
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Richard L. Evans his true and lawful attorney-in-
fact and agent, with full power of substitution and resubstitution, for him and
in his name, place and stead, in any and all capacities, to sign a Registration
Statement relating to the registration and sale of restricted shares of common
stock of Reunion Industries, Inc. issued in connection with the merger of
Chatwins Group, Inc. with and into Reunion Industries, and to file the same,
with all Exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Signature Title Date
--------- ----- ----
______________________________ Chairman of the Board May __, 2000
Charles E. Bradley, Sr. and Chief Executive Officer
______________________________ Director May __, 2000
Thomas N. Amonett
______________________________ Director, President and May __, 2000
Kimball J. Bradley Chief Operating Officer
______________________________ Director May __, 2000
Thomas L. Cassidy
______________________________ Director May __, 2000
W.R. Clerihue
______________________________ Director and Vice Chairman May __, 2000
Joseph C. Lawyer
______________________________ Director May __, 2000
Franklin Myers
______________________________ Director May __, 2000
John G. Poole
______________________________ Executive Vice President of May __, 2000
John M. Froehlich Finance and Chief Financial
Officer
