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Registration No. 333-_______
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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ALLEGHENY TECHNOLOGIES INCORPORATED
(Exact name of registrant as specified in its charter)
DELAWARE 25-1792394
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
1000 SIX PPG PLACE
PITTSBURGH, PENNSYLVANIA 15222-5479
(Address of principal executive offices) (Zip Code)
ALLEGHENY TECHNOLOGIES INCORPORATED 2000 INCENTIVE PLAN
(Full title of the plan)
JON D. WALTON
SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
ALLEGHENY TECHNOLOGIES INCORPORATED
1000 SIX PPG PLACE
PITTSBURGH, PENNSYLVANIA 15222-5479
(Name and address of agent for service)
(412) 394-2800
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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TITLE OF PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED PER SHARE OFFERING PRICE FEE
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<S> <C> <C> <C> <C>
Common Stock, par value 8,574,933 $18.07(1) $154,949,040 $40,907
$.10 per share
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(1) Estimated solely for the purpose of calculating the registration
fee pursuant to Rule 457(h). The fee is calculated on the basis of the average
of the high and low prices for the Registrant's Common Stock reported on the New
York Stock Exchange on September 21, 2000.
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EXPLANATORY NOTE
This Registration Statement registers the 9,036,819 shares of the
Registrant's Common Stock, par value $.10 per share, that may be issued under
the Allegheny Technologies Incorporated 2000 Incentive Plan (the "2000 Plan").
The 2000 Plan replaces the Allegheny Teledyne Incorporated 1996 Incentive Plan
(the "1996 Plan"). The Registrant's Registration Statement on Form S-8 filed on
August 15, 1996 (File No. 333-10245) (the "1996 Plan Form S-8") registered the
9,000,000 shares of Common Stock issuable under the 1996 Plan. As of the date
hereof, 461,886 shares of Common Stock registered under the 1996 Plan Form S-8
(the "Remaining 1996 Plan Shares") have not been issued and are, therefore,
carried forward and considered registered under this Registration Statement. The
filing fee paid with respect to the Remaining 1996 Plan Shares was $3,246.
Because the Remaining 1996 Plan Shares are carried forward to this Registration
Statement, no filing fee is paid hereunder with respect to such shares. The 1996
Plan Form S-8 is amended effective as of the date hereof for the purpose of
describing the carry forward of the Remaining 1996 Plan Shares to the 2000 Plan.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by the Registrant with the Securities
and Exchange Commission (the "Commission") pursuant to the Securities Act of
1933, as amended (the "Securities Act"), are incorporated by reference into this
Registration Statement: (i) the Registrant's Annual Report on Form 10-K for the
year ended December 31, 1999 (File No. 1-12001); (ii) the Registrant's Quarterly
Reports on Form 10-Q for the quarterly periods ended March 30, 2000 and June 30,
2000 (File No. 1-2001); and (iii) the description of the Registrant's Common
Stock contained in the Registrant's Registration Statement on Form 8-A filed on
July 30, 1996.
All documents subsequently filed by the Registrant with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), after the date of this Registration
Statement, but prior to the filing of a post-effective amendment to this
Registration Statement which indicates that all securities offered by this
Registration Statement have been sold or which deregisters all such securities
then remaining unsold, shall be deemed to be incorporated by reference into this
Registration Statement. Each document incorporated by reference into this
Registration Statement shall be deemed to be a part of this Registration
Statement from the date of filing of such document with the Commission until the
information contained therein is superseded or updated by any subsequently filed
document which is incorporated by reference into this Registration Statement or
by any document which constitutes part of the prospectus relating to the
Allegheny Technologies Incorporated 2000 Incentive Plan meeting the requirements
of Section 10(a) of the Securities Act.
ITEM 4. DESCRIPTION OF SECURITIES.
The class of securities to be offered under this Registration Statement
is registered under Section 12 of the Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 102(b)(7) of the Delaware General Corporation Law (the "DGCL")
permits a Delaware corporation, in its certificate of incorporation, to limit or
eliminate, subject to certain statutory limitations, the liability of a director
to the corporation or its stockholders for monetary damages for breaches of
fiduciary duty, except for liability (i) for any breach of the director's duty
of loyalty to the corporation or its stockholders, (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation
of law, (iii) under Section 174 of the DGCL, or (iv) for any transaction from
which the director derived an improper personal benefit. Article SEVEN of the
Registrant's Restated Certificate of Incorporation provides that no director of
the Registrant shall be personally liable to the Registrant or its stockholders
in accordance with the foregoing provisions of Section 102(b)(7).
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Under Section 145 of the DGCL, a Delaware corporation has the power to
indemnify directors and officers under certain prescribed circumstances and,
subject to certain limitations, against certain costs and expenses, including
attorneys' fees, actually and reasonably incurred in connection with any action,
suit or proceeding, whether civil, criminal, administrative or investigative, to
which any of them is a party by reason of his being a director or officer of the
corporation if it is determined that he acted in accordance with the applicable
standard of conduct set forth in such statutory provision. Article EIGHT of the
Registrant's Restated Certificate of Incorporation provides that the Registrant
will indemnify any person who was or is made a party or is threatened to be made
a party to or is otherwise involved in any action, suit or proceeding, whether
civil, criminal, administrative or investigative, by reason of the fact that he
or she is or was a director or an officer of the Registrant or is or was serving
at the request of the Registrant as a director, officer, employee or agent of
another corporation or of a partnership, joint venture, trust or other
enterprise, including service with respect to an employee benefit plan, whether
the basis of such proceeding is alleged action in an official capacity as a
director, officer, employee or agent or in any capacity while serving as a
director, officer, employee or agent, shall be indemnified and held harmless by
the Registrant to the fullest extent authorized by the DGCL.
The Registrant has purchased directors' and officers' liability
insurance covering certain liabilities which may be incurred by the officers and
directors of the Registrant in connection with the performance of their duties.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
None.
ITEM 8. EXHIBITS.
The following exhibits are filed herewith or incorporated by reference
as part of this Registration Statement:
EXHIBIT NO. DESCRIPTION
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4.1 Certificate of Incorporation of Allegheny Technologies
Incorporated (incorporated by reference to Exhibit 3.1 to the
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1999 (File No. 1-12001)).
4.2 Amended and Restated Bylaws of Allegheny Technologies
Incorporated (incorporated by reference to Exhibit 3.2 to the
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1998 (File No. 1-12001)).
5.1 Opinion of Scott E. Westwood, Esquire, Counsel - Corporate
and General Business and Assistant Secretary of the
Registrant, regarding the legality of the shares being
registered hereunder.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Scott E. Westwood, Esquire, Counsel - Corporate
and General Business and Assistant Secretary of the
Registrant (included in the Opinion filed as Exhibit 5.1).
24.1 Power of Attorney (set forth on the signature page of this
Registration Statement).
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ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers of 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;
(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, each filing of
the Registrant's annual report pursuant to Section 13(a) or 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 therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
* * *
(h) 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 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act, 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 this
26th day of September, 2000.
ALLEGHENY TECHNOLOGIES INCORPORATED
By: /s/ Thomas A. Corcoran
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Thomas A. Corcoran
Chairman of the Board, President and Chief
Executive Officer
We, the undersigned directors and officers of Allegheny Technologies
Incorporated, do hereby constitute and appoint Jon D. Walton and Mary W. Snyder,
or either of them, our true and lawful attorneys and agents, to do any and all
acts and things in our name and on our behalf in our capacities as directors and
officers and to execute any and all instruments for us and in our names in the
capacities indicated below, which said attorneys and agents, or either of them,
may deem necessary or advisable to enable said corporation to comply with the
Securities Act and any rules, regulations and requirements of the Commission, in
connection with this Registration Statement, including specifically, but without
limitation, power and authority to sign for us or any of us in our names in the
capacities indicated below, any and all amendments (including post-effective
amendments) hereto and we do hereby ratify and confirm all that said attorneys
and agents, or either of them, shall do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement and the foregoing Power of Attorney have been signed by the following
persons in the capacities and on the date(s) indicated:
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Signature Capacity Date
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<S> <C> <C>
/s/ T. A. Corcoran Chairman of the Board, President and Chief September 26, 2000
---------------------------------------- Executive Officer (Principal Executive
Thomas A. Corcoran Officer) and a Director
/s/ R. J. Harshman Vice President-Controller and Acting Chief September 26, 2000
---------------------------------------- Financial Officer (Principal Financial
Richard J. Harshman Officer and Principal Accounting Officer)
/s/ J. L. Murdy Executive Vice President and a Director September 26, 2000
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James L. Murdy
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Signature Capacity Date
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/s/ R. P. Bozzone Vice Chairman of the Board and a Director September 26, 2000
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Robert P. Bozzone
/s/ P. S. Brentlinger Director September 26, 2000
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Paul S. Brentlinger
/s/ F. V. Cahouet Director September 26, 2000
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Frank V. Cahouet
/s/ D. C. Creel Director September 26, 2000
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Diane C. Creel
Director September 26, 2000
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C. Fred Fetterolf
/s/ R. J. Groves Director September 26, 2000
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Ray J. Groves
/s/ G. J. Kourpias Director September 26, 2000
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George J. Kourpias
/s/ W. C. McClelland Director September 26, 2000
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W. Craig McClelland
/s/ W. G. Ouchi Director September 26, 2000
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William G. Ouchi
/s/ C. J. Queenan, Jr. Director September 26, 2000
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Charles J. Queenan, Jr.
/s/ J. E. Rohr Director September 26, 2000
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James E. Rohr
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EXHIBIT INDEX
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EXHIBIT NO. DESCRIPTION
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4.1 Certificate of Incorporation of Allegheny Technologies
Incorporated (incorporated by reference to Exhibit 3.1 to the
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1999 (File No. 1-12001)).
4.2 Amended and Restated Bylaws of Allegheny Technologies
Incorporated (incorporated by reference to Exhibit 3.2 to the
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1998 (File No. 1-12001)).
5.1 Opinion of Scott E. Westwood, Esquire, Counsel - Corporate and
General Business and Assistant Secretary of the Registrant,
regarding the legality of the shares being registered hereunder.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Scott E. Westwood, Esquire, Counsel - Corporate and
General Business and Assistant Secretary of the Registrant
(included in the Opinion filed as Exhibit 5.1).
24.1 Power of Attorney (set forth on the signature page of this
Registration Statement).
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