<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)
1996 Long Term Incentive Plan
of Primex Technologies, Inc.
(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 per share(2) price (2) fee
- ----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par
value $1.00 per share 500,000(1) $50.75 $25,375,000 $7,486.00
Series A Participating
Cumulative Preferred
Stock Purchase Rights
(the "Rights") 500,000(1) (3) (3) (3)
- ----------------------------------------------------------------------------------------
</TABLE>
<PAGE>
(1) Together with an indeterminate additional number of shares which may be
issuable pursuant to the anti-dilution provisions of the 1996 Long Term
Incentive Plan of Primex Technologies, Inc.
(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 average of the high and low sale prices of the
registrant's Common Stock on the Nasdaq National Market on June 25, 1998, 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 350,000 shares of its common stock, par
value $1.00 per share ("Primex Common Shares"), and 350,000 of its Series A
Participating Cumulative Preferred Stock Purchase Rights (the "Primex Rights"),
for issuance under the 1996 Long Term Incentive Plan of Primex Technologies,
Inc. (the "Plan"). The registration of such shares was effected on a Form S-8
Registration Statement filed with the Securities and Exchange Commission on
December 19, 1996, bearing the file number 333-18299 (the "Earlier Registration
Statement"). This Registration Statement is being filed to register an
additional 500,000 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 Statements
are hereby incorporated herein by reference.
------------------
2
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EXHIBITS
EXHIBIT DESCRIPTION
NUMBER -----------
- ------
4 Appendix II to 1996 Long Term Incentive Plan of Primex
Technologies, Inc. (effective November 5, 1997)
5 Opinion of Counsel
23(a) Consent of KPMG Peat Marwick LLP
23(b) Consent of Ernst & Young 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 26th day
of June, 1998.
PRIMEX TECHNOLOGIES, INC.
/s/ George H. Pain
-------------------------
George H. Pain
Vice President, General Counsel,
and
Secretary
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.
SIGNATURE TITLE DATE
/s/ James G. Hascall Chairman of the Board and June 26, 1998
- -------------------- Chief Executive Officer and
James G. Hascall Director
/s/ Angelo A. Catani Vice Chairman of the Board and June 26, 1998
- -------------------- Director
Angelo A. Catani
/s/ John E. Fischer Vice President and Chief June 26, 1998
- -------------------- Financial and Accounting
John E. Fischer Officer
/s/ Edwin M. Glasscock Director June 26, 1998
- --------------------
Edwin M. Glasscock
/s/ David Lasky Director June 26, 1998
- --------------------
David Lasky
/s/ Bob Martinez Director June 26, 1998
- --------------------
Bob Martinez
/s/ William B. Mitchell Director June 26, 1998
- --------------------
William B. Mitchell
/s/ Robert H. Rau Director June 26, 1998
- --------------------
Robert H. Rau
/s/ Anthony W. Ruggiero Director June 26, 1998
- --------------------
Anthony W. Ruggiero
/s/ Leon E. Salomon Director June 26, 1998
- --------------------
Leon E. Salomon
4
<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION
NUMBER -----------
- ------
4 Appendix II to 1996 Long Term Incentive Plan of Primex
Technologies, Inc. (effective November 5, 1997)
5 Opinion of Counsel
23(a) Consent of KPMG Peat Marwick LLP
23(b) Consent of Ernst & Young LLP
5
<PAGE>
EXHIBIT 4
APPENDIX II
-----------
STOCK OPTIONS AND
STOCK APPRECIATION RIGHTS
-------------------------
The following terms will apply to Stock Options and Stock Appreciation
Rights granted pursuant to this Appendix II:
I. Definitions
-----------
A. "Cause" means the commission of an act of dishonesty, gross incompetency
or intentional or willful misconduct, which act occurs in the course of an
optionee's performance of his duties as an employee.
B. "Exercise Price" means the Fair Market Value of a Share on the date of
grant.
C. "Fair Market Value" means, with respect to a date, on a per share basis,
the average of the high and the low sale price of a Share reported on the
consolidated transaction reporting system for Nasdaq issues on such date or if
Shares are not traded on such day, such average price on the next preceding date
on which it is traded.
D. "Incapacity" means any material physical, mental or other disability
rendering the optionee incapable of substantially performing his or her services
for his employer that is not cured within 180 days of the first occurrence of
such incapacity.
E. "Option Term" means ten years from the date of grant.
II. Option Exercise
---------------
The optionee may purchase from Primex the following aggregate number of
shares covered by the Option on and after each of the following dates during the
term of the Option:
Date Number of Shares
---- ----------------
1st anniversary of the grant date 33 1/3% of original grant of Options
2nd anniversary of the grant date 66 2/3% of original grant of Options
3rd anniversary of the grant date 100% of original grant of Options
The Option, to the extent vested, shall be exercisable in whole at any time
or in part from time to time during the term of the Option, but not as to less
than 25 shares (or the shares then purchasable under the Option if less than 25
shares) at any one time.
<PAGE>
The exercise price shall either be tendered in cash (or check) or Shares or
a combination of cash (or check) or Shares. Shares surrendered as payment for
the exercise price shall be valued at Fair Market Value on the date on which the
certificates for such Shares are surrendered to Primex.
If at any time the optionee's employment with Primex or any Affiliate shall
be terminated (a) voluntarily by the optionee for any reason other than death or
Incapacity or (b) by Primex or any Affiliate for any reason other than for
Cause, the optionee shall have the right to exercise his or her Option to the
extent of the Shares with respect to which the Option could have been exercised
by the optionee as of the date of his or her termination of employment in
accordance with its terms but in no event beyond the earlier of (i) one year
after the date of termination of employment or (ii) the scheduled expiration of
such Option.
If an optionee's employment with Primex or any of its Affiliates is
terminated due to retirement (at or after attaining age 55 with 10 years of
service with Primex or any Affiliate (including prior service with Olin
Corporation)), the optionee shall have the right to exercise his or her Option
to the extent of the Shares with respect to which the Option could have been
exercised by the optionee as of the date of his or her retirement in accordance
with its terms but in no event beyond the scheduled expiration of such Option.
If the optionee's employment with the Company shall be terminated for
Cause, his or her Option (whether or not vested) shall terminate and expire
concurrently with such termination of employment and shall not thereafter be
exercisable to any extent.
If an optionee's employment with Primex or any of its Affiliates is
terminated due to death or Incapacity, the Option shall (a) become fully vested
and (b) be exercisable by the optionee (or in the event of the optionee's death,
by his or her estate or by the person who acquired the right to exercise the
Option by bequest or inheritance) under the terms of the Plan, provided that the
Option is exercised prior to the scheduled expiration of such Option.
If an optionee dies after his or her termination of employment during the
period in which his or her Option remains exercisable, the Option may be
exercised, to the extent the Option could have been exercised by the decedent
immediately prior to his death, by the Optionee's estate or by the person who
acquired the right to exercise the Option by bequest or inheritance at any time
within one year after the date of death, but in no event beyond the scheduled
expiration of such Option.
III. Transferability of Options
--------------------------
All Options granted in accordance with this Appendix II shall be
transferable to the extent permitted in Section 6(f)(v) of the Plan.
IV. Delegation
----------
The Committee hereby authorizes the Chairman, Chief Financial Officer and
Vice President of Human Resources ("Management") to determine if the Awards
granted pursuant to this Appendix will be
<PAGE>
incentive Stock Options or nonqualified Options for all recipients. With respect
to any individual who is not an officer or director of Primex subject to Section
16 of the Securities Exchange Act of 1934, as amended, the Committee authorizes
Management to determine if a Stock Appreciation Right shall be granted in
connection with any Option or as a separate Award. Any Stock Appreciation Right
shall be exercisable in accordance with the terms included in Section II of this
Appendix unless the Committee (or Management, in the case of an individual who
is not subject to Section 16 of the Securities Exchange Act of 1934, as amended)
decides otherwise.
V. Shares Available for Awards: Plan Terms
---------------------------------------
In addition to the 350,000 shares which were available for awards under the
Plan prior to the effective date hereof, an additional 500,000 shares shall be
available for the grant of stock options pursuant to this Appendix II.
Except as expressly provided in this Appendix II, all terms of the Plan
shall continue to be in full force and effect.
<PAGE>
EXHIBIT 5
[Letterhead of Primex Technologies, Inc.]
George H. Pain
Vice President
General Counsel and Secretary
June 15, 1998
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) 500,000 shares of the common stock, par value
$1.00 per share (the "Common Shares"), of the Company issuable pursuant to the
1996 Long Term Incentive Plan of Primex Technologies, Inc., as amended (the
"Plan"), and (ii) the 500,000 Series A Participating Cumulative Preferred Stock
Purchase Rights of the Company (the "Rights") which are associated with the
Common 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)
CONSENT OF INDEPENDENT AUDITORS
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 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 ended December
31, 1996, which report appears in the December 31, 1996 annual report on Form
10K of Primex Technologies, Inc.
/s/ KPMG Peat Marwick LLP
Tampa, Florida
June 19, 1998
<PAGE>
EXHIBIT 23(b)
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement on
Form S-8 pertaining to the 1996 Long Term Incentive Plan of Primex Technologies,
Inc., of our report dated January 26, 1998, with respect to the consolidated
financial statements of Primex Technologies, Inc., included in its Annual Report
(Form 10-K) for the year ended December 31, 1997, filed with the Securities and
Exchange Commission.
/s/ Ernst & Young LLP
Tampa, Florida
June 19, 1998
