<PAGE>
As filed with the Securities and Exchange Commission on July 20, 2000
Registration No.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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.)
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11 Stanwix Street, Suite 1400
Pittsburgh, PA 15222
(412) 281-2111
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
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Richard L. Evans Copies to:
Reunion Industries, Inc. Herbert B. Conner, Esq.
11 Stanwix Street, Suite 1400 Stephen W. Johnson, Esq.
Pittsburgh, PA 15222 Buchanan Ingersoll
(412) 281-2111 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)
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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)
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par value 3,245,515 $1.84375 $5,983,918.28 $1,579.75
===================================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee. This
amount represents the total number of shares which may be sold by the
stockholders named in this registration statement which they acquired in
exchange for Series A and Series B preferred stock of the Company.
(2) Calculated in accordance with Rule 457(c) under the Securities Act of 1933
on the basis of high and low prices of registrant's common stock on the
American Stock Exchange on July 13, 2000.
------------------------------
The registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the registration shall
file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the registration statement shall become
effective on such date as the Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.
<PAGE>
Prospectus
3,245,515 Shares
Reunion Industries, Inc.
Common Stock
($.01 Par Value)
This prospectus covers the resale of up to 3,245,515 shares of our common
stock that may be offered for sale from time to time by the registering
stockholders who acquired restricted shares of our common stock in exchange for
Series A and Series B preferred stock of the Company. 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 July 19, 2000, the last sale price of our common stock was $2
per share.
We will not receive any proceeds from the sale of the shares registered.
See "Risk Factors" beginning on page 5 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 $10,000.
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 July 20, 2000.
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
<S> <C>
WHERE YOU CAN FIND MORE INFORMATION.................................... 1
PROSPECTUS SUMMARY..................................................... 2
RISK FACTORS........................................................... 5
REGISTERING STOCKHOLDERS............................................... 8
USE OF PROCEEDS........................................................ 8
PLAN OF DISTRIBUTION................................................... 8
SHARES ELIGIBLE FOR FUTURE SALE........................................ 10
INDEPENDENT ACCOUNTANTS................................................ 10
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., 11 Stanwix Street, Suite 1400, Pittsburgh, PA 15222, Attention: Richard L.
Evans, telephone: (412) 281-2111.
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 5 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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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
Our principal executive offices are located at 11 Stanwix Street, Suite
1400, Pittsburgh, PA 15222, and our telephone number is (412) 281-2111.
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 approximately $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
approximately $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).
On July 3, 2000, the Securities and Exchange Commision approved the
Company's application to withdraw from listing its common stock on the Pacific
Exchange, Inc. The Company's board of directors had determined that the limited
trading volume on the exchange did not justify the cost of maintaining such
listing. The Company's stock stopped trading on the Pacific Exchange as of July
5, 2000.
On July 7, 2000, the Company announced that it had entered into a
definitive agreement to sell substantially all of its wine-grape agricultural
operations and real estate in Napa County, California. The sale is expected to
be completed by September. The proceeds from the sale, approximately $17.0
million after transaction-related costs, will be used to reduce debt and for
other corporate purposes.
The Offering
The stockholders who are offering their shares for sale under this
prospectus are offering an aggregate of 3,245,515 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
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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 registering stockholders beneficially owned an
aggregate of 3,527,795 shares, or 23.2%, of our outstanding common stock. If the
registering stockholders sell all of the shares offered hereby, such
stockholders will own 1.9% of our common stock after this offering.
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RISK FACTORS
An investment in the 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 proforma indebtedness at December 31, 1999, accounting for the
merger with Chatwins Group and the acquisition of Kingway, is $101.4 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 amout 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 3,245,515 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 alleged 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 and companies they control own
approximately 68% of our outstanding common 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 By-Laws, 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 July 19,
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 acquired the shares, either directly or indirectly,
through the exchange of the Company's Series A and Series B preferred stock.
John G. Poole, a director of the Company, is vice president of Stanwich
Financial Services Corp. ("Stanwich"). Charles E. Bradley, Sr., Chairman and
Chief Executive Officer of the Company, is a director and officer of KSB
Acquisition Corp. ("KSB"), Hanna Investment Corporation ("Hanna") and Stanwich,
and is a significant stockholder of the three companies. Richard L. Evans is
Executive Vice President of Administration and Secretary of the Company and Vice
President of Stanwich. Scott A. Junkin is an employee of the Company and outside
counsel to KSB, Hanna and Stanwich.
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
owned after Percentage of
Number of shares of assumed sale shares owned
common stock owned Percentage of Number of shares of all shares after assumed sale
Name before registration shares outstanding to be registered registered of all shares registered
---- ------------------- ------------------ ----------------- ----------- ------------------------
<S> <C> <C> <C> <C> <C>
Stanwich Financial
Services Corp. 1,665,030 10.9% 1,393,750 271,280 1.8%
KSB Acquisition Corp. 968,685 6.4% 968,685 0 *
Hanna Investment Corporation 289,450 1.9% 289,450 0 *
John G. Poole 573,630 3.8% 573,630 0 *
Richard L. Evans 21,000 * 10,000 11,000 *
Scott A. Junkin 10,000 * 10,000 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 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
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<PAGE>
. 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 registering
stockholder will be subject to applicable provisions of the Exchange Act and the
rules and regulations thereunder, including, without limitation, Regulation M,
which provisions may limit the timing of purchases and sales of shares of our
common stock by that registering 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 registering 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 registering 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.
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SHARES ELIGIBLE FOR FUTURE SALE
As of the date of this prospectus, we have outstanding approximately
15,235,624 shares of our common stock. Of these shares, 3,974,438 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 11,261,186 shares are "restricted shares" as that
term is defined by Rule 144; of those 3,245,515 shares 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 152,350 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 consolidated financial statements of Chatwins Group and Reunion
Industries as of December 31, 1999 and for each of the three years in the period
ended December 31, 1999, and the financial statements to Stanwich Acquisition
Corp. (doing business as Kingway Material Handing Company) as of December 31,
1999 and 1998 and for the years then ended, incorporated by reference in this
prospectus and in the rest of this registration statement, have been audited by
PricewaterhouseCoopers LLP, independent accountants, as stated in their reports
incorporated by reference herein.
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 $ 1,579.75
Accounting fees and expenses $ 4,000.00
Legal fees and expenses $ 4,000.00
Miscellaneous $ 420.25
-----------
Total $10,000.00
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)
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.
(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
<PAGE>
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
July 20, 2000.
REUNION INDUSTRIES, INC.
By: /s/ RICHARD L. EVANS
------------------------------------------
Richard L. Evans
Exective 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 as of this 20th day of July, 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
Joseph C. Lawyer Director and Vice Chairman director, on July 20, 2000
*
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)
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
