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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 50,000 $21.625 $1,081,250 $327.65
Series A Participating
Cumulative Preferred
Stock Purchase Rights
(the "Rights") 50,000 (3) (3) (3)
- --------------------------------------------------------------------------------------
</TABLE>
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(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 May 21, 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 STATEMENT
Primex has previously registered 150,000 shares of its common stock, par value
$1.00 per share ("Primex Common Stock"), and 150,000 shares of its Series A
Participating Cumulative Preferred Stock Purchase Rights (the "Rights"), for
issuance under the Primex Technologies, Inc., Retirement Investment Management
Experience Plan (the "Plan"). Such registration 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 (the "Earlier Registration
Statement"). This Registration Statement is being filed to register additional
securities of the same class as those for which the Earlier Registration
Statement is effective. Accordingly, pursuant to General Instruction E of Form
S-8, the contents of the Earlier Registration Statement are hereby incorporated
herein by reference.
________________________________________
EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
4 First Amendment to Primex Technologies, Inc.
Retirement Investment Management Experience Plan
(effective March 1, 1997)
5 Opinion of Counsel
23 Consent of KPMG Peat Marwick LLP
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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 St. Petersburg, State of Florida, on this 23rd day of May, 1997.
PRIMEX TECHNOLOGIES, INC.
/s/ George H. Pain
------------------------------------
George H. Pain
Vice President, General Counsel, and
Secretary
May 23, 1997
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.
SIGNATURE TITLE DATE
/s/ James G. Hascall Chairman of the Board and May 23, 1997
- ----------------------- Chief Executive Officer and
James G. Hascall Director
/s/ Angelo A. Catani Vice Chairman of the Board and May 23, 1997
- ----------------------- Director
Angelo A. Catani
/s/ John E. Fischer Vice President and Chief May 23, 1997
- ----------------------- Financial and Accounting
John E. Fischer Officer
/s/ Edwin M. Glasscock Director May 23, 1997
- -----------------------
Edwin M. Glasscock
/s/ David Lasky Director May 23, 1997
- -----------------------
David Lasky
/s/ Bob Martinez Director May 23, 1997
- -----------------------
Bob Martinez
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/s/ William B. Mitchell Director May 23, 1997
- -----------------------
William B. Mitchell
/s/ Anthony W. Ruggiero Director May 23, 1997
- -----------------------
Anthony W. Ruggiero
/s/ Leon E. Salomon Director May 23, 1997
- -----------------------
Leon E. Salomon
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 23rd
day of May, 1997.
PRIMEX TECHNOLOGIES, INC. RETIREMENT
INVESTMENT MANAGEMENT EXPERIENCE PLAN
/s/ Lynn M. Broadhurst
---------------------------------------------
Lynn M. Broadhurst
Member of Plan Committee
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/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
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
4 First Amendment to Primex Technologies, Inc.
Retirement Investment Management Experience Plan
(effective March 1, 1997)
5 Opinion of Counsel
23 Consent of KPMG Peat Marwick LLP
<PAGE>
EXHIBIT 4
FIRST AMENDMENT
TO THE PRIMEX TECHNOLOGIES, INC.
RETIREMENT INVESTMENT MANAGEMENT EXPERIENCE PLAN
1. Section 11.09 of the Plan is hereby amended in its entirety to read as
follows:
11.09. Voting of Company Stock. Each Participant and Former Participant
(or Beneficiary in the event of the death of the Participant or Former
Participant) is hereby designated a named fiduciary within the meaning of
Section 402(a)(2) of ERISA, with respect to the shares of Company stock
allocated to his Account. For purposes of this Section, and also Sections 11.08
and 11.10, "Company Stock" shall refer to the shares of common stock of Olin
Corporation held in Participants' Accounts, as well as to the shares of Common
Stock of Primex Technologies, Inc.
Before each annual or special meeting of shareholders of the Company, or Olin
Corporation, as the case may be, there shall be sent to each Participant and
Former Participant, and in the event of the Participant's or Former
Participant's death, his Beneficiary, a copy of the proxy solicitation material
for such meeting, together with a form requesting instructions to the Trustee on
how to vote the Company Stock allocated to such Participant's, Former
Participant's or Beneficiary's Account. Upon receipt of such instructions, the
Trustee shall vote such shares as instructed, with such instructions being
determined separately with respect to Primex Common Stock and Olin Common Stock.
In lieu of voting fractional shares as instructed by Participants, Former
Participants or Beneficiaries, the Trustee may vote the combined fractional
shares of each type of Company Stock to the extent possible to reflect the
direction of Participants, Former Participants or Beneficiaries with allocated
fractional shares of Company Stock. Subject to any
1
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countervailing fiduciary duties, the Trustee shall vote shares of Company Stock
allocated to Accounts under the Plan but for which the Trustee received no valid
voting instructions in the same manner and in the same proportion as the shares
of Company Stock in the Accounts, respectively, with respect to which the
Trustee received valid voting instructions are voted. For purposes of
determining the proportion of Company Stock for which no valid voting
instructions are received, the Trustee shall disregard the shares of Primex
Common Stock held in a Participant's Account with respect to a vote involving
Olin Common Stock, and shall disregard the shares of Olin Common Stock held in a
Participant's Account with respect to a vote involving Primex Common Stock.
Instructions to the Trustee shall be in such form and pursuant to such
regulations as the Committee may prescribe.
2. Section 11.10 is hereby amended in its entirety to read as follows:
11.10. Tendering Company Stock.
(a) The provisions of this Section 11.10 shall apply in the event any
person, either alone or in conjunction with others, makes a tender offer, or
exchange offer, or otherwise offers to purchase or solicits an offer to sell to
such person one percent or more of the outstanding shares of a class of Company
Stock, including both Primex Company Stock and Olin Common Stock held by the
Trustee hereunder (herein jointly and severally referred to as a "tender
offer"). As to any tender offer, each Participant and Former Participant (or
Beneficiary in the event of the death of the Participant or Former Participant)
shall have the right to determine whether shares held subject to the Plan will
be tendered.
2
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(b) A Trustee may not take any action in response to a tender offer
except as otherwise expressly provided in the Trust Agreement or this Section
11.10. Each Participant and Former Participant (or Beneficiary in the event of
the death of the Participant or Former Participant) is, for all purposes of this
Section 11.10, hereby designated and named fiduciary within the meaning of
Section 402(a)(2) of ERISA, with respect to the shares of Company Stock
allocated to his Account, and he may direct the Trustee to sell, offer to sell,
exchange or otherwise dispose of the Company Stock allocated to such
individual's Account in accordance with the provisions, conditions and terms of
such tender offer and the provisions of this Section 11.10. Such instructions
shall be in such form and shall be filed in such manner and at such time as the
Trustee may prescribe.
(c) The Trustee shall sell, offer to sell, exchange or otherwise dispose
of the Company Stock allocated to the Participant's, Former Participant's or
Beneficiary's Account with respect to which it has received directions to do so.
The proceeds of a disposition directed by a Participant, Former Participant or
Beneficiary from his Account under this Section 11.10 shall be allocated to such
individual's Account and be governed by the provisions of Section 11.10(e) or
other applicable provisions of the Plan and/or the Trust Agreement.
(d) To the extent to which Participants, Former Participants and
Beneficiaries do not issue valid directions to the Trustee to sell, offer to
sell, exchange or otherwise dispose of the Company Stock allocated to their
Account, such individuals shall be deemed to have directed the Trustee that such
shares remain invested in Company Stock subject to all provisions of the Plan,
including Section 11.10(e).
3
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(e) To the extent possible, the proceeds of a disposition of Company
Stock in an individual's Account pursuant to a tender offer as described in this
Section 11.10 shall be reinvested in Company Stock by the Trustee as
expeditiously as possible in the exercise of the Trustee's fiduciary
responsibility and shall otherwise be held by the Trustee subject to the
provisions of the Trust Agreement, the Plan and any applicable note or loan
agreement. In the event that Company Stock is no longer available to be acquired
following a tender offer, the Company may direct the substitution of new
employer securities for the Company Stock or for the proceeds of any disposition
of Company Stock. Pending the substitution of new employer securities or the
termination of the Plan and trust, cash proceeds from the tender offer held in
the trust fund shall be invested in short-term securities issued by the United
States of America or any agency or instrumentality thereof.
The foregoing amendment shall be effective as of March 1, 1997.
PRIMEX TECHNOLOGIES, INC.
By: /s/ George H. Pain
-----------------------
Its Vice President, General Counsel
and Secretary
4
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EXHIBIT 5
[Letterhead of Primex Technologies, Inc.]
George H. Pain
Vice President,
General Counsel and Secretary
May 23, 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) 50,000 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 50,000 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
ACCOUNTANTS' CONSENT
-------------------
The Board of Directors
Primex Technologies, Inc.:
We consent to incorporation by reference in the registration statement on Form
S-8 of Primex Technologies, Inc. of our report dated February 13, 1997, relating
to the balance sheets of Primex Technologies, Inc. and subsidiaries as of
December 31, 1996 and 1995, and the related 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
Tampa, Florida
May 21, 1997
