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Registration No. _____
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
___________________________________________
FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
___________________________________________
REUNION INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 06-1439715
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
300 Weyman Plaza, Suite 340, Pittsburgh, Pennsylvania 15236
(Address of Principal Executive Offices) (Zip Code)
THE 1998 STOCK OPTION PLAN OF REUNION INDUSTRIES, INC.
(Full title of plan)
Richard L. Evans
Reunion Industries, Inc.,
300 Weyman Plaza, Suite 340,
Pittsburgh, Pennsylvania 15236
(Name and address of agent for service)
412-885-5501
(Telephone number, including area code, of agent for service)
____________________________________________
Copies to:
Herbert B. Conner, Esq.
Stephen W. Johnson, Esq.
Buchanan Ingersoll Professional Corporation
One Oxford Centre, 20th Floor,
301 Grant Street,
Pittsburgh, Pennsylvania 15219
(412) 562-8800
____________________
Calculation of Registration Fee
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<CAPTION>
Proposed
Proposed maximum
Title of securities Amount to be maximum offering aggregate offering Amount of
to be registered registered price per unit (1) price (1) registration fee
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<S> <C> <C> <C> <C>
Common Stock 600,000 $1.375 $825,000 $217.80
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(1) The price is estimated solely for purpose of calculating the registration
fee pursuant to Rule 457(h)(1). The offering price and fee are computed
based on the average of the last sale price of the registrant's common
stock as reported on the American Stock Exchange on May 23, 2000.
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PART II
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INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
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The following documents which have been filed with the Securities and
Exchange Commission by Reunion Industries are incorporated herein by reference
and made a part hereof:
(a) The company's latest annual report on Form 10-K for the fiscal year
ended December 31,1999;
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 since December 31, 1999;
(c) The description of the company's common stock contained in the
registration statement on Form S-4 filed on April 1, 1999, as amended
and supplemented (File No. 333-84321), including any amendment or
reports filed for the purpose of updating such description; and
(d) All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934, as amended, after the date of this registration statement and
prior to the filing of a post-effective amendment which indicates that
all securities offered have been sold or which deregisters all
securities then remaining unsold shall be deemed to be incorporated by
reference into this registration statement and to be a part hereof
from the date of filing of such documents. Any statement contained in
a document incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this registration statement to
the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be
incorporated by reference herein modified or supersedes such
statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of
this registration statement.
Item 4. Description of Securities. Not applicable.
-------------------------
Item 5. Interests of Named Experts and Counsel. Not applicable.
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Item 6. 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 the
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
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case of derivative actions, except that no indemnification may be made against
any claims, 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 7. Exemptions from Registration Claimed. Not applicable.
------------------------------------
Item 8. Exhibits.
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<CAPTION>
Exhibit No. Description
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<C> <S>
4.1 The 1998 Stock Option Plan of Reunion Industries, Inc. Incorporated by reference from
Exhibit 2.2 to Registration Statement on Form S-4 (No. 333-56153)
4.2 Form of Stock Option Agreement relating to the 1998 Stock Option Plan. Incorporated
by reference from Exhibit 10.7 to Annual Report on Form 10-K for year ended December
31, 1998 (No. 033-64325)
5.1 Opinion of Buchanan Ingersoll Professional Corporation
23.1 Consent of Buchanan Ingersoll Professional Corporation (included in its opinion
filed as Exhibit 5.1 hereto)
23.2 Consent of PricewaterhouseCoopers LLP, Stamford, CT
23.3 Consent of PricewaterhouseCoopers LLP, Pittsburgh, PA
24.1 Power of Attorney
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Item 9. Undertakings.
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(1) The Registrant hereby undertakes:
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(a) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement to any material
information with respect to the plan of distribution not previously disclosed in
this Registration Statement or any material change to such information in the
Registration Statement;
(b) 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 herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof; and
(c) 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.
(2) The 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 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.
(3) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 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 Commission such indemnification is
against public policy as expressed in the Securities Act of 1933, 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
successful 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 of 1933 and will be governed by the
final adjudication of such issue.
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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 of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Pittsburgh, Commonwealth of Pennsylvania, on May 24,
2000.
REUNION INDUSTRIES, INC.
/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 as of this 24th day of May, 2000.
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<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
Joseph C. Lawyer Director and Vice Chairman May 24, 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
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Exhibit Index
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<CAPTION>
Exhibit
Number Description
- ------- -----------
<C> <S>
4.1 The 1998 Stock Option Plan of Reunion Industries, Inc. Incorporated by reference
from Exhibit 2.2 to Registration Statement on Form S-4 (No. 333-56153)
4.2 Form of Stock Option Agreement relating to the 1998 Stock Option Plan.
Incorporated by reference from Exhibit 10.7 from Annual Report on Form 10-K for year
ended December 31, 1998 (No. 033-64325)
5.1* Opinion of Buchanan Ingersoll Professional Corporation
23.1* Consent of Buchanan Ingersoll Professional Corporation (included in its opinion
filed as Exhibit 5.1 hereto)
23.2* Consent of PricewaterhouseCoopers LLP, Stamford, CT
23.3* Consent of PricewaterhouseCoopers LLP, Pittsburgh, PA
24.1* Power of Attorney
</TABLE>
* Filed herewith.
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Exhibit 5.1
May 24, 2000
Reunion Industries, Inc.
300 Weyman Plaza, Suite 340
Pittsburgh, Pennsylvania 15236
Gentlemen:
In connection with the Registration Statement on Form S-8 (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"), in connection with the registration of 600,000 shares of the
Company's common stock, par value $.01 per share (the "Shares"), reserved for
issuance under the Company's 1998 Stock Option Plan (the "Plan"), 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.
Based on such examination, we are of the opinion that when the
Registration Statement shall have been declared effective by order of the
Securities and Exchange Commission and when the Shares have been duly issued and
delivered pursuant to the terms of the Plan, such Shares will be validly issued,
fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not thereby admit that we
are in the category of persons whose consent is required under Section 7 of the
Securities Act.
Sincerely,
BUCHANAN INGERSOLL PROFESSIONAL CORPORATION
By: /s/ Stephen W. Johnson
----------------------
Stephen W. Johnson
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Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 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, CT
May 23, 2000
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Exhibit 23.3
Consent of Independent Accountants
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 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 23, 2000
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Exhibit 24.1
POWER OF ATTORNEY
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 shares of common stock of
Reunion Industries, Inc. reserved for issuance in connection 1998 Stock Option
Plan of 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
