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FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR 12(G) OF THE
SECURITIES EXCHANGE ACT OF 1934
STEEL DYNAMICS, INC.
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(Exact name of registrant as specified in its charter)
INDIANA 35-1929476
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(State of incorporation or organization) (IRS Employer Identification No.)
4500 COUNTY ROAD 59, BUTLER, INDIANA 46721
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(Address of principal executive offices) (Zip Code)
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If this Form relates to the registration If this Form relates to the registration
of a class of debt securities and is of a class of debt securities and is to
effective upon filing pursuant to become effective simultaneously with the
General Instruction A(c)(1) please effectiveness of a concurrent registration
check the following box. [ ] under the Securities Act of 1933 pursuant to
General Instruction A(c)(2) please check
the following box. [ ]
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Securities to be registered pursuant to Section 12(b) of the Act:
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Title of Each Class Name of Each Exchange on which
to be so Registered Each Class is to be Registered
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NONE
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Securities to be registered pursuant to Section 12(g) of the Act:
COMMON STOCK, $.01 PAR VALUE
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(Title of class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
The securities to be registered hereunder are the Registrant's Common
Stock, par value $.01 per share (the "Common Stock"). A description of the
Registrant's Common Stock is set forth under the caption "Description of Capital
Stock" in the Prospectus constituting Part I of the Registrant's Registration
Statement on Form S-1 (No. 333-12521) (the "Registration Statement") filed by
the Registrant with the Securities and Exchange Commission (the "Commission") on
September 23, 1996, as amended by Amendment No. 1 thereto dated October 31,
1996, filed with the SEC on that date, and as further amended by Amendment No. 2
thereto dated and filed concurrently herewith, and as further amended hereafter
with reference to Registration Statement No. 333-12521, whether as a
pre-effective or a post-effective amendment thereto as permitted under the
Commission's Rules. The description of the Common Stock as set forth in such
Registration Statement, as amended, is incorporated herein by reference and
attached hereto.
ITEM 2. EXHIBITS
Pursuant to Paragraph I of the "Instructions as to Exhibits" on Form 8-A,
Exhibit 4.1 (specimen of Common Stock certificate) is filed herewith and the
following exhibits are incorporated herein by reference to Registrant's Form S-1
Registration Statement No. 333-12521, as amended, using the same exhibit numbers
referenced in the "Description of Exhibits" included as part of said
Registration Statement, as amended:
EXHIBIT DESCRIPTION
3.1 Amended and Restatement Articles of Incorporation of Steel
Dynamics, Inc.
3.2 Bylaws of Steel Dynamics, Inc.
10.1a Amended and Restated Credit Agreement between Steel Dynamics,
Inc. and Mellon Bank, N.A., et al. (including Amendments Nos.
1 through 5 thereto).
10.1b Amendment No. 5 to Credit Agreement.
10.1c Amendment No. 6 to Credit Agreement.
10.1d Amendment No. 7 to Credit Agreement.
10.27 Stockholders Agreement dated June 30, 1994.
10.28 Amendment No. 1 to Stockholders Agreement.
10.29 Amendment No. 2 to Stockholders Agreement.
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10.30 Amendment No. 3 to Stockholders Agreement.
10.31 Registration Agreement dated June 30, 1994.
10.32 Amendment No. 1 to Registration Agreement.
10.33 Amendment No. 2 to Registration Agreement.
10.34 Amendment No. 3 to Registration Agreement.
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, as amended, the Registrant has duly caused this Registration Statement
to be signed on its behalf by the undersigned, thereto duly authorized.
STEEL DYNAMICS, INC.
Date: November 13, 1996 By /s/ KEITH E. BUSSE
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Keith E. Busse, President and Chief
Executive Officer
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ATTACHMENT
DESCRIPTION OF CAPITAL STOCK
The following summary of certain provisions of the Common Stock does not
purport to be complete and is subject to, and qualified in its entirety by, the
provisions of the Articles and Bylaws, copies of which have been filed as
exhibits to the Registration Statement of which this Prospectus is a part, as
well as by the provisions of Indiana's law. Upon consummation of the offerings,
the Company's authorized capital stock will consist of 100,000,000 shares of
Common Stock, par value $.01 per share. As of October 30, 1996 there were
38,428,341 shares of Common Stock issued and outstanding, validly issued and
fully paid and non-assessable, that were held of record by 29 stockholders. As
of September 28, 1996, 634,159 shares of Common Stock were reserved for issuance
upon exercise of outstanding stock options.
COMMON STOCK
The holders of Common Stock are entitled to one vote for each share held of
record on all matters submitted to a vote of stockholders, including the
election of directors. The Articles do not provide for cumulative voting in the
election of directors and, thus, holders of a majority of the shares of Common
Stock may elect all of the directors standing for election. However, under the
Stockholders Agreement, stockholders of the Company having the power to vote in
the aggregate 79.4% of the shares of the Company's Common Stock outstanding
after the offerings, have agreed to vote their shares in the election of
directors for representatives of stockholder parties designated by them. All 10
of the Company's directors have been elected in this manner and will continue to
be so long as the Stockholders Agreement is in effect and the stockholders party
to the Stockholders Agreement hold a majority of the Company's outstanding
Common Stock. See "-- The Stockholders Agreement." Accordingly, these
stockholder parties will retain the power to elect the entire Board of Directors
of the Company.
All holders of Common Stock are entitled to receive ratably such dividends,
if any, as may be declared from time to time by the Board of Directors in its
discretion from funds legally available therefor. Upon the liquidation,
dissolution or winding-up of the Company, the holders of Common Stock are
entitled to receive ratably the net assets of the Company that are available
after the payment of all debts and liabilities. Holders of Common Stock have no
preemptive rights or rights to convert their Common Stock into any other
securities, nor are there any redemption or sinking fund provisions applicable
to the Common Stock.
All outstanding shares of Common Stock are, and the shares to be issued in
the offerings will be, validly issued, fully paid, and non-assessable.
CERTAIN PROVISIONS OF INDIANA LAW REGARDING TAKEOVERS
As an Indiana corporation, the Company is subject to certain provisions of
Indiana law which may discourage or render more difficult an unsolicited
takeover of the Company. There are two principal statutes relating to this issue
that constitute part of the BCL, the statute regulating "business combinations"
and the statute regulating "control share acquisitions."
Under Chapter 43 of the BCL relating to "business combinations" a
corporation (with 100 or more stockholders) may not engage in any "business
combination" with any "interested" stockholder for a period of five years
following the interested stockholder's "share acquisition date" unless the
business combination or the purchase of shares made by the interested
stockholder was approved by the corporation's board of directors prior to the
interested stockholder's share acquisition date. The term "business combination"
is broadly defined to apply to any merger or consolidation of the corporation
and the interested stockholder, as well as any sale, lease, exchange, mortgage,
pledge, transfer, or other disposition (in a single or a series of transactions)
to or with the interested stockholder (or any affiliate or associate thereof) of
any assets of the corporation if the transaction represents 10% or more of the
corporation's assets, outstanding shares of stock, or consolidated net income of
the corporation. Similarly, the issuance or transfer by the corporation of any
of its (or its subsidiary's) stock that has an aggregate market value equal to
5% or more of all the outstanding shares of stock to the interested stockholder
(or any affiliate or associate thereof) is a "business combination," except if
it is in connection with the distribution of a dividend or the exercise of
warrants paid or made pro rata to all stockholders. The term is applicable as
well to the adoption of any plan of liquidation or dissolution
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proposed by or under any understanding with an interested stockholder (or an
affiliate or associate thereof), and to any reclassification of securities,
recapitalization, merger or consolidation with any subsidiary, or any other
transaction proposed by or under any arrangement with the interested stockholder
(or any affiliate or associate thereof) that has the "effect" of increasing the
proportionate interest of the interested stockholder in the corporation.
An "interested stockholder," as defined, is any person (other than the
corporation or a subsidiary) that is the beneficial owner of 10% or more of the
voting power, or an affiliate or associate of the corporation that at any time
within the five prior years was the beneficial owner of 10% or more of the
voting power. For purposes of the statute, the "share acquisition date" is the
date upon which the person first becomes an interested stockholder of a
corporation. So long as the board of directors does not approve of the business
combination with the interested stockholder, the five year "blackout" period, in
which the business combination is prohibited, applies, and the board of
directors is required to render its decision within a 30-day period (or sooner
if required by the Securities Exchange Act of 1934 (the "Exchange Act")).
In addition to the absolute five-year business combination prohibition, the
statute also requires that, any business combination between the corporation and
an interested stockholder must satisfy additional statutory conditions. The
board of directors must have approved of the business combination before the
interested stockholder's share acquisition date, or a majority of the
outstanding voting stock not beneficially owned by the interested stockholder
must have approved the business combination at a meeting held no earlier than
five years after the interested stockholder's share acquisition date, or the
business combination transaction must meet certain per share values to all
stockholders (keyed to the highest per share price paid by the interested
stockholder within the prior five-year period). All consideration must also be
paid either in cash or in the same form as the interested stockholder has used
to acquire the largest number of shares acquired by it. Furthermore, the statute
requires an interested stockholder to purchase all remaining shares of stock, if
any are purchased, not just one class or series.
Under Chapter 42 of the BCL, the "control share acquisition" statute,
"control shares" (shares that, in the election of directors, could exercise or
direct the exercise of voting power of one-fifth, one-third or a majority or
more of all of the voting power) of any "issuing public corporation" (one
hundred or more stockholders, principal office or place of business, or
substantial assets within Indiana, or 10% of its stockholders resident in
Indiana) that are acquired in a "control share acquisition" by an "acquiring
person" will be accorded only such voting rights, after the acquisition, as are
specifically conferred by the stockholders, voting as a group, excluding all
"interested shares." If a person holding "interested shares" engages in a
control share acquisition of control shares, and the stockholders have not acted
to specifically grant those acquired shares the voting rights they had prior to
the control share acquisition, the acquired shares lose their voting rights. A
majority of the shares (excluding interested shares) must be voted to confer
voting rights upon the acquiring person. The only exemption from this statute is
if the corporation's articles of incorporation or its bylaws provide that this
statute does not apply to control share acquisitions of the corporation's
shares, and such provisions must exist prior to the occurrence of any "control
share acquisition." However, the Company does not have such a provision in
either its Articles or in its Bylaws. Furthermore, if the Articles or Bylaws so
provide (and the Articles and Bylaws do not so provide at this time), control
shares acquired in a control share acquisition with respect to which the shares
have not been accorded full voting rights by the stockholders can be redeemed by
the corporation at "fair value." But if in fact the stockholders of the
corporation do vote to accord full voting rights to the acquiring person's
control shares, and if the acquiring person has acquired control with a majority
or more of the voting power, all stockholders of the issuing public corporation
are allowed to invoke dissenters' rights, providing "fair value" to them
(defined as not less than the highest price paid per share by the acquiring
person in the control share acquisition. In order to secure stockholder
approval, as required, the acquiring person must deliver an acquiring person
"statement" to the corporation, setting forth pertinent information concerning
the identity of the acquiring person, the number of shares already owned, the
range of voting power that the control share acquisition seeks, and the terms of
the proposed acquisition. Thereafter, the directors for the issuing public
corporation, within ten days, are required to call a special meeting of the
stockholders to consider the voting rights issue, and the stockholders meeting
must be held within 50 days after receipt of the statement by the issuing public
corporation. The acquiring person can
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specifically request that the special stockholders meeting not be held sooner
than thirty days after delivery of the acquiring person's statement to the
issuing public corporation. The corporation's notice of the special stockholders
meeting must be accompanied by the acquiring person's statement, as well as a
statement by the Board of Directors of the corporation concerning its position
or recommendation (or that it is taking no position or making no recommendation)
with respect to the voting rights issue in the proposed control share
acquisition.
THE STOCKHOLDERS AGREEMENT
Under the Stockholders Agreement between the Company and various
stockholder groups identified therein as the "Bain Group," "GECC" (General
Electric Capital Corporation), the "Whitney Group," "Heavy Metal" (Heavy Metal,
L.C.), the "Keylock Group," "Low Cost" (Low Cost Limited Partnership), the
"Management Group" (Messrs. Busse, Millett, Teets, and Shellabarger),
"Preussag," "Sumitomo" and members of the "Subdebt Group," the sale, assignment,
transfer, encumbrance, or other disposition of both shares owned by the
stockholder signatories (the "Stockholder Shares") are subject to certain prior
rights and obligations as between the parties, as are certain corporate actions
proposed to be taken by the Company.
Election of Directors. For a period of 10 years or until a "public float"
has been realized (defined as the date upon which 25% of the outstanding Common
Stock of the Company has been sold pursuant to effective registration statements
under the Securities Act), each holder of Stockholder Shares has agreed to vote
all of its Stockholder Shares to maintain the authorized number of directors on
the Company's Board of Directors at an agreed level (currently 10 persons) and,
further, to elect to the Board one representative designated by the holders of a
majority of the Bain Shares, one representative designated by the holders of a
majority of the GECC Shares, one representative designated by the holders of a
majority of the Heavy Metal Shares, one representative designated by the holders
of a majority of the Keylock Shares, one representative designated by the
holders of a majority of the Keith Busse Shares, one representative designated
by the holders of a majority of the Mark Millett Shares, one representative
designated by the holders of a majority of the Richard Teets Shares, one
representative designated by the holders of a majority of the Busse, Millett,
and Teets Shares, one representative designated by the holders of a majority of
the Whitney Shares, and one representative designated by the holders of a
majority of the Preussag Shares.
Transfers of Common Stock. Participation Rights. No holder of Stockholder
Shares nor any holder of Warrants is entitled to sell, transfer, assign, pledge,
or otherwise dispose of (a "Transfer") any interest in any Stockholder Shares,
except in an "exempt transfer," unless 20 days prior to making any Transfer, the
transferring holder delivers an "Offer Notice" to all other holders of
Stockholder Shares, disclosing the applicable number of securities intended to
be transferred, the price at which the Transfer is proposed to be made, and
other relevant terms and conditions. All other holders of Stockholder Shares
then have 20 days within which to purchase their respective pro rata shares of
the offered securities. These transfer restrictions are not applicable to any
Transfer to an affiliate, to any "Public Sale" (as defined), to a sale of the
Company, or a transfer between members of the same group.
Tag-Along Rights. In the event of an approved Transfer, each holder of
Stockholder Shares which did not elect to purchase its pro rata share pursuant
to someone else's Offer Notice, may, instead, elect to sell its pro rata portion
together with the holder that originated the Offer Notice, thereby cutting that
person back in the number of shares.
Sale of the Company. In the event that the Company's board of directors
approves a sale of the Company, not otherwise prohibited, each holder of
Stockholder Shares is required to consent. This undertaking, however, ceases to
apply upon the earlier to occur of a sale of the Company or the realization of a
"public float."
Other Restrictions. Unless the holders of 70% of the outstanding
Stockholder Shares consent the Company may not do such things as pay dividends,
make distributions, buy back any of its stock, issue additional debt or equity
securities, make loans or advances to anyone, make investments in excess of $5.0
million, merge or consolidate with another company, make any business
acquisition exceeding $2.0 million, make any capital expenditures exceeding $5.0
million, adopt any stock option plan, permit a sale of the
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company, or hire, terminate, or enter into or amend any compensation arrangement
with any of the Company's senior management. These restrictions terminate when
the Company has realized a "public float."
THE REGISTRATION AGREEMENT
Under a Registration Agreement dated as of June 30, 1994, as amended,
between the Company and various stockholder groups identified therein as the
"Bain Stockholders," "General Electrical Capital Corporation," "Heavy Metal,
L.C.," the "Keylock Stockholders," the "Whitney Stockholders," the "Management
Stockholders," "Preussag," and "Sumitomo" (collectively the "Stockholders"), the
Stockholders were granted certain demand and piggyback registration rights.
Demand Registrations. The Bain Stockholders and General Electric Capital
Corporation are each entitled to request two demand registrations, and the Heavy
Metal, L.C., Keylock Stockholders and Preussag are entitled to request one
demand registration each. A demand registration must be for at least 50% of the
total Company shares held by the Stockholder making the demand.
Piggyback Registrations. Whenever the Company proposes to register any of
its securities under the Securities Act (other than pursuant to a demand
registration), the Company is required to notify all holders of "Registrable
Securities" and will include all Registrable Securities requested to be included
that may be prudently sold in the offering.
All expenses incident to the Company's compliance with its obligations
under the Registration Agreement will be paid by the Company, regardless of
whether in connection with a demand registration or a piggyback registration,
and the Company has agreed to reimburse the holders of Registrable Securities
for the reasonable fees and disbursements of one legal counsel chosen by all of
them in connection with a registration.
The obligations under the Registration Agreement terminate on the seventh
anniversary of a sale of the Company's Common Stock pursuant to an effective
registration statement under the Securities Act, subject to extension for an
additional six-month period under certain circumstances.
TRANSFER AGENT AND REGISTRAR
The transfer agent and registrar for the Common Stock is First Chicago
Trust Company.
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
4.1 SPECIMEN OF COMMON STOCK CERTIFICATE
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Exhibit 4.1
COMMON STOCK COMMON STOCK
SDI
___________________ ___________________
NUMBER SHARES
___________________ ___________________
INCORPORATED UNDER THE LAWS
___________________ OF THE STATE OF INDIANA ___________________
SEE REVERSE FOR CUSIP 858119 10 0
CERTAIN DEFINITIONS
STEEL DYNAMICS, INC.
THIS CERTIFIES that
is the owner of
fully paid and non-assessable shares of COMMON STOCK,
Par Value $.01 per share, of
_____________________________ ______________________________
_____________________________STEEL DYNAMICS, INC.______________________________
_____________________________ ______________________________
The shares represented by this Certificate are transferable only on the stock
transfer books of the Corporation by the holder of record hereof or by the
holder's duly authorized attorney or legal representatives, upon the surrender
of this Certificate properly endorsed. This Certificate and the shares
represented hereby are issued and shall be held subject to all the provisions
of the Corporation's Amended and Restated Articles of Incorporation and all
amendments thereto.
This Certificate is not valid until countersigned by the Transfer Agent and
registered by the Registrar.
IN WITNESS WHEREOF, the Corporation has caused this Certificate to be executed
by the facsimile signatures of its duly authorized officers.
Dated
COUNTERSIGNED AND REGISTERED:
FIRST CHICAGO TRUST COMPANY OF NEW YORK
TRANSFER AGENT
AND REGISTRAR,
By
AUTHORIZED SIGNATURE SECRETARY PRESIDENT
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STEEL DYNAMICS, INC.
The following abbreviations, when used in the inscription on the face
of this certificate, shall be construed as though they were written out in
full according to applicable issues or regulations:
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TEN COM- as tenants in common UNIF GIFT MIN ACT- Custodian
TEN ENT- as tenants by the entireties ------------ ------------
JT TEN- as joint tenants with (Cust) (Minor)
right of survivorship and
not as tenants in common under Uniform Gifts to Minors
Act
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(State)
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Additional abbreviations may also be used though not in the
above list.
FOR VALUE RECEIVED, hereby sell, assign
and transfer unto ------------------------------
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
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(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE OF ASSIGNEE)
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of the capital stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint
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to transfer the said stock on the books of the within named Company with full
power of substitution in the premises.
Dated
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NOTICE: THE SIGNATURE(S) TO THIS
ASSIGNMENT MUST CORRESPOND WITH THE
NAME(S) AS WRITTEN UPON THE FACE OF THE
CERTIFICATE IN EVERY PARTICULAR, WITHOUT
ALTERATION OR ENLARGEMENT OR ANY CHANGE
WHATEVER.
SIGNATURE(S) GUARANTEED:
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THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR
INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND
CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE
MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17AG-15.
