<PAGE>
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PRIMEX TECHNOLOGIES, INC.
(exact name of registrant as specified in its charter)
Virginia 06-1458069
(State or other jurisdiction of (I.R.S. Employer)
incorporation or organization) Identification No.)
10101 Ninth Street North
St. Petersburg, Florida 33716-3807
(Address of Principal Executive Office) (Zip Code)
Primex Technologies, Inc.
Retirement Investment Management Experience Plan
(Full title of the plan)
George H. Pain, Esq.
Vice President, General Counsel, and Secretary
Primex Technologies, Inc.
10101 Ninth Street North
St. Petersburg, Florida 33716-3807
(Name and address of agent for service)
(813) 578-8100
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed
Proposed maximum
maximum aggregate Amount of
Title of securities Amount to be offering price offering registration
to be registered Registered (1) per share (2) price (2) fee
- --------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par
value $1.00 per share 550,000 $32.00 $17,600,000 $5,334.00
Series A Participating
Cumulative Preferred
Stock Purchase Rights
(the "Rights") 550,000 (3) (3) (3)
- --------------------------------------------------------------------------------------
</TABLE>
<PAGE>
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this registration statement covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.
(2) Estimated solely for the purpose of calculating the registration fee.
Pursuant to Rule 457(h), the proposed maximum offering price per share is
estimated based on the last reported sale price of the registrant's Common Stock
on the Nasdaq National Market on August 4, 1997, the latest practicable
date prior to the filing of this Registration Statement.
(3) The Rights are appurtenant to and trade with the Common Stock. The
value attributable to the Rights, if any, is reflected in the proposed maximum
aggregate offering price for the Common Stock, as indicated above, and the
registration fee for the rights is included in the fee for the Common Stock.
______________________________
INCORPORATION BY REFERENCE
OF
EARLIER REGISTRATION STATEMENTS
Primex has previously registered 200,000 shares of its common stock, par
value $1.00 per share ("Primex Common Shares"), and 200,000 of its Series A
Participating Cumulative Preferred Stock Purchase Rights (the "Primex Rights"),
for issuance under the Primex Technologies, Inc., Retirement Investment
Management Experience Plan (the "Plan"). The registration of 150,000 Primex
Common Shares and 150,000 Primex Rights was effected on a Form S-8 Registration
Statement filed with the Securities and Exchange Commission on December 17,
1996, bearing the file number 333-18043, and the registration of 50,000 Primex
Common Shares and 50,000 Primex Rights was effected on a Form S-8 Registration
Statement filed with the Securities and Exchange Commission on May 23, 1997,
bearing the file No. 333-27793 (such prior registration statements are
hereinafter referred to as the "Earlier Registration Statements"). This
Registration Statement is being filed to register an additional 550,000
securities of the same class as those for which the Earlier Registration
Statements are effective. Accordingly, pursuant to General Instruction E of
Form S-8, the contents of the Earlier Registration Statements are hereby
incorporated herein by reference.
______________________________
2
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EXHIBITS
EXHIBIT DESCRIPTION
NUMBER -----------
- ------
5 Opinion of Counsel
23(a) Consent of KPMG Peat Marwick LLP
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 the filing on the Form-8 and has duly caused this registration statement to
be signed on its behalf by the undersigned, thereunto duly authorized in the
City of St. Petersburg, State of Florida, on this 5th day of August, 1997.
PRIMEX TECHNOLOGIES, INC.
/s/ George H. Pain
-------------------------------------
George H. Pain
Vice President, General Counsel,
and Secretary
August 5, 1997
3
<PAGE>
Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities and on the
date indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/s/ James G. Hascall Chairman of the Board and August 5, 1997
- ------------------------ Chief Executive Officer and
James G. Hascall Director
/s/ Angelo A. Catani Vice Chairman of the Board and August 5, 1997
- ------------------------ Director
Angelo A. Catani
/s/ John E. Fischer Vice President and Chief August 5, 1997
- ------------------------ Financial and Accounting
John E. Fischer Officer
/s/ Edwin M. Glasscock Director August 5, 1997
- ------------------------
Edwin M. Glasscock
/s/ David Lasky Director August 5, 1997
- ------------------------
David Lasky
/s/ Bob Martinez Director August 5, 1997
- ------------------------
Bob Martinez
/s/ William B. Mitchell Director August 5, 1997
- ------------------------
William B. Mitchell
/s/ Robert H. Rau Director August 5, 1997
- ------------------------
Robert H. Rau
/s/ Anthony W. Ruggiero Director August 5, 1997
- ------------------------
Anthony W. Ruggiero
/s/ Leon E. Salomon Director August 5, 1997
- ------------------------
Leon E. Salomon
</TABLE>
4
<PAGE>
Pursuant to the requirements of the Securities Act, the Primex Technologies,
Inc., Retirement Investment Management Experience Plan has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of St. Petersburg, State of Florida, on this 5th
day of August, 1997.
PRIMEX TECHNOLOGIES, INC. RETIREMENT
INVESTMENT MANAGEMENT EXPERIENCE PLAN
/s/ Lynn M. Broadhurst
---------------------------------------------
Lynn M. Broadhurst
Member of Plan Committee
/s/ Stephen C. Curley
---------------------------------------------
Stephen C. Curley
Member of Plan Committee
/s/ Benjamin B. Goldstein
---------------------------------------------
Benjamin B. Goldstein
Member of Plan Committee
/s/ George H. Pain
----------------------------------------------
George H. Pain
Member of Plan Committee
/s/ Jackson C. Picker
----------------------------------------------
Jackson C. Picker
Member of Plan Committee
5
<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION
NUMBER -----------
- ------
5 Opinion of Counsel
23(a) Consent of KPMG Peat Marwick LLP
6
<PAGE>
EXHIBIT 5
[Letterhead of Primex Technologies, Inc.]
George H. Pain
Vice President,
General Counsel and Secretary
August 7, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Registration Statement on Form S-8
----------------------------------
Gentlemen:
I am the Vice President, General Counsel and Secretary of Primex Technologies,
Inc., a Virginia corporation (the "Company"). This opinion is given to you in
connection with the filing by the Company with the Securities and Exchange
Commission of a Registration Statement on Form S-8 (the "Registration
Statement") with respect to (i) 550,000 shares of the common stock, par value
$1.00 per share (the "Common Shares"), of the Company issuable pursuant to the
Primex Technologies, Inc., Retirement Investment Management Experience Plan,
effective January 1, 1997, as amended (the "Plan"), and (ii) the 550,000 Series
A Participating Cumulative Preferred Stock Purchase Rights of the Company (the
"Rights") which are associated with the Shares.
I have examined or caused to be examined originals or copies, certified or
otherwise identified to my satisfaction, of such corporate and other records,
certificates, documents, and other papers, and have made or caused to be made
such examination of law, as I deemed necessary for the purposes of this opinion.
Based on such examination, it is my opinion that the Common Shares and Rights
being registered, when issued and paid for in accordance with the provisions of
the Plan, will be legally issued, fully paid, and nonassessable.
I hereby consent to the filing of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
/s/ George H. Pain
- ------------------
George H. Pain
Vice President,
General Counsel and Secretary
<PAGE>
EXHIBIT 23(a)
[letterhead of KPMG Peat Marwick LLP]
The Board of Directors
Primex Technologies, Inc.:
We consent to incorporation by reference in the registration statement
(No. 333- ) on Form S-8 above of Primex Technologies, Inc. of our report,
dated February 13, 1997 relating to the consolidated balance sheets of Primex
Technologies, Inc. and subsidiaries as of December 31, 1996 and 1995, and the
related consolidated statements of operations and cash flows for each of the
years in the three-year period ended December 31, 1996, which report appears in
the December 31, 1996 annual report on Form 10-K of Primex Technologies, Inc.
/s/ KPMG Peat Marwick LLP
-------------------------
KPMG Peat Marwick LLP
Tampa, Florida
August 7, 1997
