As filed with the Securities and Exchange Commission on February 3, 1997
Registration No. 333-______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
__________
TITANIUM METALS CORPORATION
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 13-5630895
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
</TABLE>
1999 BROADWAY, SUITE 4300
DENVER, COLORADO 80202
(Address of Principal Executive Offices)(Zip Code)
__________
TITANIUM METALS CORPORATION 1996 NON-EMPLOYEE DIRECTOR COMPENSATION PLAN
(Full title of the plan)
__________
ROBERT E. MUSGRAVES, ESQ.
VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
TITANIUM METALS CORPORATION
1999 BROADWAY, SUITE 4300
DENVER, COLORADO 80202
TELEPHONE: (303) 296-5600
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
COPIES TO:
Thomas R. Stephens, Esq.
Bartlit Beck Herman Palenchar & Scott
511 Sixteenth Street, Suite 700
Denver, Colorado 80202
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of securities Amount to be Proposed maximum Proposed maximum Amount of
to be registered registered price per share(1)<F1> aggregate offering registration fee(2)<F2>
price(1)<F1>
<S> <C> <C> <C> <C>
Common Stock,
par value
$.01 per share 60,100 $29.125 $1,750,412.50 $603.59
<FN>
<F1>
(1) Calculated pursuant to Rule 457(h), based on an assumed exercise price of
$29.125 per share, which represents the average of the high and low
prices of such securities reported in the consolidated reporting system on
January 29, 1997.
<F2>
(2) Registration fee is calculated on the basis of 1/29 of 1% of the proposed
maximum aggregate offering price of $1,750,412.50.
</FN>
</TABLE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act of 1933 (the "Securities Act") and the Note to Part
I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange
Commission are incorporated herein by reference:
(a) The Registrant's Registration Statement on Form S-1, No. 333-
2940, filed April 2, 1996, as amended, containing audited financial statements
for the Registrant's last fiscal year, and the related consolidated statements
of operations, stockholders equity and cash flows for each of the three fiscal
years in the period ended December 31, 1995, and the balance sheet as of March
31, 1996, and the related consolidated statements of operations, cash flows and
stockholders equity for the three-month period ended March 31, 1996.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since the
end of the fiscal year covered by the Registrant document referred to in (a)
above.
(c) The description of the Registrant's Common Stock contained in
the Registrant's Report on Form 8-A (File No. 001-14368), filed May 3, 1996, as
amended, pursuant to Section 12(b) of the Exchange Act, including any amendments
or reports filed for the purpose of updating such description.
All reports and other documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities
then offered hereby have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference herein and to
be a part hereof from the date of the filing of such reports and documents. Any
statement contained in a document incorporated or deemed to be 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 incorporated or deemed to
be incorporated by reference herein modifies or supersedes such statement. Any
such 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.
Certain legal matters regarding the validity of the Common Stock
issuable pursuant to the Registrant s 1996 Long Term Performance Incentive Plan
(the Plan ) and upon exercise of options granted pursuant to the Plan will be
passed upon for the Registrant by Robert E. Musgraves, Esq., Vice President,
General Counsel and Secretary of the Registrant. Mr. Musgraves beneficially
owns 8,500 shares of Common Stock, 1,000 of which are held by Mr. Musgraves
mother-in-law, beneficial ownership of which is disclaimed by Mr. Musgraves.
Mr. Musgraves participates in the Plan.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 102(b)(7) of the General Corporation Law of the State of
Delaware permits a Delaware corporation to limit the personal liability of its
directors in accordance with the provisions set forth therein. The Amended and
Restated Certificate of Incorporation of the Registrant provides that the
personal liability of its directors shall be limited to the fullest extent
permitted by applicable law.
Section 145 of the General Corporation Law of the State of Delaware
contains provisions permitting Delaware corporations to indemnify directors,
officers, employees or agents against expenses, including attorneys' fees,
judgments, fines, and amounts paid in settlement actually and reasonably
incurred in connection with any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative, by reason
of the fact that such person was or is a director, officer, employee or agent of
the corporation provided that (i) such person acted in good faith and in a
manner he or she reasonably believed to be in or not opposed to the
corporation's best interest and (ii) in the case of a criminal proceeding such
person had no reasonable cause to believe his or her conduct was unlawful. In
the case of actions or suits by or in the right of the corporation, no
indemnification shall be made in a case in which such person shall have been
adjudged to be liable to the corporation unless and only to the extent that the
Court of Chancery or the court in which such action or suit was brought shall
have determined upon application that, despite the adjudication of liability but
in view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses. Indemnification as
described above shall only be granted in a specific case upon a determination
that indemnification is proper in the circumstances because the indemnified
person has met the applicable standard of conduct. Such determination shall be
made (a) by a majority of a quorum of directors who were not parties to such
proceeding, (b) if such quorum cannot be obtained or if a quorum of
disinterested directors so directs, by independent legal counsel in a written
opinion or (c) by the stockholders of the corporation. The Amended and Restated
Certificate of Incorporation and the By-Laws of the Registrant provide for
indemnification of its directors and officers to the fullest extent permitted by
applicable law.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Reference is made to the Exhibit Index that immediately precedes the
exhibits filed with this Registration Statement.
ITEM 9. 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;
(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 the undertakings set forth in paragraphs (i)
and (ii) above do not apply if the Registration Statement is on Form
S-3 or Form S-8 and the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to section 13 or
section 15(d) of the Exchange Act that are incorporated by reference
in this 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 further undertakes that, for
the purposes of determining any liability under the Securities Act, each filing
of the Registrant's annual report pursuant to section 13(a) or section 15(d) of
the Exchange Act (and, where applicable, each filing of any employee benefit
plan's annual report pursuant to section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement 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.
(c) Insofar as the 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 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 and will be governed by the final adjudication of such issue.
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 Denver, State of Colorado, on the 31st day of
January, 1997.
TITANIUM METALS CORPORATION
By: /s/ Robert E. Musgraves
Robert E. Musgraves
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints J. Landis Martin, Joseph
S. Compofelice, Robert E. Musgraves and J. Thomas Montgomery, Jr., and
each of them, his true and lawful attorneys-in-fact and agents, each with
full power of substitution and resubstitution, for him and in his name,
place, and stead, as a director and in any and all other capacities with
Titanium Metals Corporation (the Company ), to execute for and on behalf
of the undersigned the Registration Statement on Form S-1 (the
Registration Statement ) relating to shares of Common Stock of the
Company, and any and all amendments thereto, and any subsequent
registration statement filed by the Company pursuant to Rule 462(b) of the
Securities Act of 1933, as amended, which relates to this Registration
Statement, and to deliver and file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and
Exchange Commission, and with each exchange on which any class of
securities of the Company is or is to be registered, granting unto said
attorney-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite or 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
attorneys-in-fact and agents, or any of them, or their or his substitute
or substitutes, may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-8 has been signed by the following persons in
the capacities and as of the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ J. LANDIS MARTIN Chairman and Chief January 31, 1997
Executive Officer
J. Landis Martin
/s/ JOSEPH S. COMPOFELICE Vice President, Chief January 31, 1997
Financial Officer
Joseph S. Compofelice
/s/ ANDREW R. DIXEY President, Chief January 31, 1997
Operating Officer and
Andrew R. Dixey Director
/s/ EDWARD C. HUTCHESON, JR. Director January 31, 1997
Edward C. Hutcheson, Jr.
/s/ GEN. THOMAS P. STAFFORD Director January 31, 1997
Gen. Thomas P. Stafford
/s/ YUKIJI TADOKORO Director January 31,1997
Yukiji Tadokoro
</TABLE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit Sequentially
Number Description Numbered Page
<S> <C> <C>
4.1 Titanium Metals Corporation 1996 Non-Employee *<F3>
Director Compensation Plan
5.1 Opinion of Robert E. Musgraves 8
23.1 Consent of Coopers & Lybrand L.L.P. 10
23.2 Consent of KPMG Peat Marwick LLP 11
23.3 Consent of Price Waterhouse LLP 12
23.4 Awareness Letter of Coopers & Lybrand L.L.P. 13
24.1 Limited Powers of Attorney -- included in Part II
of the Registration Statement
____________________
<FN>
<F3>
* Incorporated herein by reference to the Registrant s Amendment No. 1 to
Form S-1 Registration Statement, No. 333-2940, filed May 9, 1996.
</FN>
</TABLE>
EXHIBIT 5.1
Titanium Metals Corporation
1999 Broadway, Suite 4300
Denver, Colorado 80202
January 31, 1997
Board of Directors
Titanium Metals Corporation
1999 Broadway, Suite 4300
Denver, Colorado 80202
Re: Registration Statement on Form S-8
Gentlemen:
I have acted as counsel to Titanium Metals Corporation, a Delaware
corporation (the "Company"), in connection with the preparation of the Form S-8
Registration Statement of the Company filed with the Securities and Exchange
Commission (the "Registration Statement"), with respect to the registration of
60,100 shares of the Company's Common Stock, $.01 par value per share (the
"Shares"), issuable pursuant to the 1996 Non-Employee Director Compensation
Plan of Titanium Metals Corporation (the "Plan").
In connection with this opinion, I have made such inquiries,
examined such documents and corporate records and relied upon such certificates
of officers of the Company and public officials as I have considered necessary
or appropriate for purposes of giving the opinions hereinafter set forth. In my
examination, I have assumed the genuineness and authenticity of all signatures
on original documents, the authenticity of all documents submitted to me as
originals and the conformity to originals of all documents submitted to me as
copies thereof. I have further assumed that the issuance, from time to time, of
Shares will be in accordance with the terms of the Plan and the corresponding
stock option agreement and in exchange for receipt by the Company of the option
exercise price per Share, as set forth in such stock option agreement.
On the basis of the foregoing and subject to the assumptions,
qualifications, limitations and exceptions set forth herein, I am of the opinion
that, assuming the Registration Statement shall have become effective pursuant
to the provisions of the Securities Act of 1933, as amended, the Shares being
offered under the Plan have been duly authorized and, when duly issued in
accordance with the Registration Statement and the terms of the Plan and any
agreement, resolution or other instrument governing such issuance, the Shares so
issued will be validly issued, fully paid and nonassessable.
I consent to the use of this opinion as an Exhibit to the
Registration Statement.
Very truly yours,
/s/ Robert E. Musgraves
Robert E. Musgraves
Exhibit 23.1
INDEPENDENT AUDITORS CONSENT
We consent to the incorporation by reference in this Registration
Statement of Titanium Metals Corporation (the Company ) on Form S-8 pertaining
to the 1996 Non-Employee Director Compensation Plan of Titanium Metals
Corporation of our reports dated March 26, 1996, on our audits of the
consolidated financial statements and financial statement schedule and of our
report dated March 26, 1996 on our examination of the pro forma condensed
consolidated financial statement of the Company, included in its Registration
Statement on Form S-1, No. 333-2940, filed on April 2, 1996, as amended.
Denver, Colorado /s/ Coopers & Lybrand L.L.P.
January 30, 1997 Coopers & Lybrand L.L.P.
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the registration
statement on Form S-8 of Titanium Metals Corporation pertaining to the Titanium
Metals Corporation 1996 Non-Employee Director Compensation Plan of our report
dated February 28, 1996, relating to the combined balance sheets of the IMI
Titanium Business as of December 31, 1994 and 1995 and the related combined
statements of operations, stockholders equity and cash flows for each of the
years in the three-year period ended December 31, 1995, which report appears in
the registration statement on Form S-1 (No. 333-2940) of Titanium Metals
Corporation.
Denver, Colorado /s/ KPMG Peat Marwick LLP
January 30, 1997 KPMG Peat Marwick LLP
EXHIBIT 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of Titanium Metals Corporation of our report
dated January 26, 1996 relating to the financial statements of Titanium Hearth
Technologies, which appears in Titanium Metals Corporation s Registration
Statement on Form S-1 (No. 333-2940).
Philadelphia, PA /s/ Price Waterhouse LLP
January 30, 1997 Price Waterhouse LLP
EXHIBIT 23.4
AWARENESS LETTER
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Titanium Metals Corporation
Registration Form S-8
Gentlemen:
We are aware that our report dated May 6, 1996 on our review of the
unaudited consolidated interim financial information of Titanium Metals
Corporation as of March 31, 1996 and for the three-month periods ended April 2,
1995 and March 31, 1996 and our review of the pro forma condensed consolidated
statement of operations of Titanium Metals Corporation for the three-month
period ended March 31, 1996, are incorporated by reference in this Registration
Statement. Pursuant to Rule 436(c) under the Securities Act of 1933, these
reports should not be considered a part of the Registration Statement prepared
or certified by us within the meaning of Sections 7 and 11 of that Act.
/s/ Coopers & Lybrand L.L.P.
Coopers & Lybrand L.L.P.
Denver, Colorado
January 30, 1997
