<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 10, 1997
REGISTRATION NO. 333-_______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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STEEL DYNAMICS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS ARTICLES OF INCORPORATION)
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3312
(Primary standard industrial
classification code number)
Indiana 35-1929476
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation)
4500 COUNTY ROAD 59
BUTLER, INDIANA 46721
(219) 868-8000
(Address, including zip code and telephone number,
including area code of Registrant's principal
executive offices)
-----------------------------
1994 INCENTIVE STOCK OPTION PLAN
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KEITH E. BUSSE
PRESIDENT AND CHIEF EXECUTIVE OFFICER
STEEL DYNAMICS, INC.
4500 COUNTY ROAD 59
BUTLER, INDIANA 46721
(219) 868-8000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE
NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
-----------------------------
COPY TO:
ROBERT S. WALTERS, ESQ.
BARRETT & McNAGNY
215 EAST BERRY STREET
FORT WAYNE, INDIANA 46802
(219) 423-9551
--------------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED PROPOSED
NUMBER OF MAXIMUM MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF SHARES TO BE OFFERING PRICE PER AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED SHARE(1) OFFERING PRICE(2) FEE
--------------------------- ------------ ------------------ ----------------- ------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par value 1,102,765 $21.75 $12,755.493 $3,865.30
</TABLE>
(1) Applicable only to the 423,710 shares not yet subject to
granted options. See note 2.
(2) Estimated Pursuant to Rule 457(h)(1) solely for the purpose of
calculating the registration fee, on the basis of the price at which the
679,055 already optioned shares are exercisable, and on the basis of the
average of the high and low prices for the Common Stock as reported on the
NASDAQ National Market System on January 8, 1997 for the balance of the
shares not-yet-optioned.
<PAGE> 2
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I will be
sent or given to employees/optionees as specified in Rule 428(b)(1) and,
together with the documents incorporated by reference in this Registration
Statement pursuant to Item 3 of Part II of this Form S-8, taken together, shall
be intended to constitute a Prospectus that meets the requirements of Section
10(a) of the Securities Act. The foregoing documents are not required to be
filed and are not being filed with the Commission either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which have been filed by Steel Dynamics, Inc.
(the "Company" of the "Registrant") with the Securities and Exchange Commission
(the "Commission"), are incorporated herein by reference:
(a) The Company's final Prospectus, dated November 21, 1996, filed
pursuant to the Company's Registration Statement on Form S-1
(Registration No. 333-12521).
(b) The Company's Registration Statement on Form 8-A filed
pursuant to the Securities Exchange Act of 1934 effective on
November 21, 1996 (Commission File No. 000-21719).
(c) All other reports filed pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934 since December 31, 1996,
the end of the Company's fiscal year.
(d) The Company's 1994 Incentive Stock Option Plan and Form of
Grant Letter, attached as Exhibit 10.18 to the Company's
Amendment No. 3 to its Form S-1 Registration Statement under
the Securities Act of 1933 (Registration No. 333-12521),
effective November 21, 1996.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all securities offered
pursuant to the 1994 Incentive Stock Option Plan have been sold or which
de-registers all securities then remaining unsold, shall be deemed to be
incorporated herein by reference and shall be deemed to be a part hereof, from
the date of filing of such documents.
Any statement contained in a document incorporated by reference herein
or in an exhibit hereto shall be deemed to be modified or superseded for
purposes hereof to the extent that a statement contained herein (or in any other
subsequently filed document which is also incorporated by reference herein)
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed to constitute a part hereof except as so modified or
superseded.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
On the filing date of this Registration Statement, Robert S. Walters, a
partner in Barrett & McNagny, counsel to the Company, beneficially owned 1.6% of
the equity units of Heavy Metal, L.C., the beneficial owner of 13% of the
Company's Common Stock. Certain other members of Barrett & McNagny also
beneficially owned shares of the Company's Common Stock.
<PAGE> 3
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's Amended and Restated Articles of Incorporation (the
"Articles") limit the liability of directors and officers by providing that the
Company shall indemnify a person made a party to a proceeding, because that
person is or was a director or officer, against liability incurred in the
proceeding, as well as expenses (including counsel fees), if the person's
conduct was in good faith, and if he or she reasonably believed, in the case of
"official conduct" with the Company, that his or her conduct was in the
Company's best interests (or at least that the conduct was not opposed to the
Company's best interests), and, in the case of any criminal proceeding, that the
individual either had reasonable cause to believe that the conduct was lawful,
or had no reasonable cause to believe that the conduct was unlawful.
Indemnification against reasonable expenses incurred by a director or officer is
also required in any case in which that person, having been made a party to a
proceeding because he or she was a director or officer, has been wholly
successful, on the merits or otherwise, in the defense of such action. These
provisions prohibit indemnity if a director or officer is found liable in a
proceeding by the Company (or in a stockholder derivative action on behalf of
the Company) against the director or officer, or in connection with a proceeding
in which the director or officer has been adjudged liable for having improperly
received a personal benefit in his or her capacity as a director.
A director's conduct with respect to an employee benefit plan, for a
purpose the director reasonably believed to be in the interests of the
participants in and beneficiaries of the plan, is conduct which complies with
the indemnification standard set forth in the Articles.
An indemnification determination may be made by the Company's Board of
Directors by majority vote of a quorum consisting of directors not at the time
parties to the proceeding, or, if such a quorum cannot be obtained, by majority
vote of a committee duly designated by the Board of Directors (in which
deliberations the interested directors may participate) consisting solely of two
or more directors not at the time parties to the proceeding, or by a
determination by special legal counsel engaged by the Board of Directors.
Shareholders, by majority vote (excluding shares owned by or voted under the
control of directors who are at the time parties to the proceeding) may also
order indemnification, as well as a court, upon application by the director or
officer seeking indemnification, if the court determines that the director or
officer is fairly and reasonably entitled to indemnification in view of all of
the relevant circumstances (whether or not that person met the other standards
set forth in the Articles). The Articles state that it is intended that
indemnification be granted to the full extent permissible under the law, except
for matters as to which indemnification would be in contravention of the laws of
the State of Indiana or the United States of America, whether as a matter of
public policy or pursuant to any statutory provision. The underlying statutory
standard for director liability in Indiana is broad, providing that a director
is not liable for any action taken as a director, or any failure to take any
action, unless the director has breached or failed to perform the duties of the
director's office, and the breach or failure to perform constitutes willful
misconduct or recklessness.
The Company maintains officers' and directors' liability insurance
which insures, subject to policy limits and retention amounts, against
liabilities that officers and directors of the Company may incur in their
respective capacities.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
See Index to Exhibits on page 7 of this Registration Statement.
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this
Registration Statement:
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(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of
1933; and
(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;
provided, however, that clauses (i) and (ii)
do not apply if the Registration Statement
is on Form S-3, Form S-8, or Form F-3, and
the information required to be included in a
post-effective amendment by those clauses is
contained in periodic reports filed with or
furnished to the Commission by the
Registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the
Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, 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 liabilities under the Securities
Act of 1933, each filing of the Registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section
15(d) of the Securities Exchange Act of 1934) 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors or
officers of the Company pursuant to the Articles, or
otherwise, the Company has been informed that in the opinion
of the Securities and Exchange 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 Company of expenses incurred or paid by a
director or officer in a successful defense of any action,
suit or proceeding) is asserted by such director or officer in
connection with the securities being registered hereunder, the
Company will, unless in the opinion of its counsel the
question has already 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 of 1933, 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 Butler, Indiana, on the 10th day of January, 1997.
STEEL DYNAMICS, INC.
By /s/
--------------------------------------
Keith E. Busse
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated:
Date: January 10, 1997 /s/
--------------------------------------
Keith E. Busse, President and Chief
Executive Officer and Director (Principal
Executive Officer)
Date: January 10, 1997 /s/
--------------------------------------
Tracy L. Shellabarger, Vice President and
Chief Financial Officer and Director
(Principal Financial and Accounting Officer)
Date: January 10, 1997 /s/
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Mark D. Millett, Vice President of Melting
and Casing and Director
Date: January 10, 1997 /s/
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Richard P. Teets, Jr., Vice President of
Rolling and Finishing and Director
Date: January 10, 1997 /s/
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Paul B. Edgerley, Director
Date: January __, 1997
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William D. Strittmatter, Director
/s/
Date: January 10, 1997 --------------------------------------
Leonard Rifkin, Director
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Date: January 10, 1997 /s/
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John C. Bates, Director
Date: January __, 1997
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William Laverack, Jr., Director
Date: January __, 1997
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Jurgen Kolb, Director
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INDEX TO EXHIBITS
Exhibit Number Description of Document
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5.1 Opinion of Barrett & McNagny
23.1 Consent of Deloitte & Touche LLP
<PAGE> 1
Exhibit 5.1
[LETTERHEAD OF BARRETT & McNAGNY]
January 10, 1997
Steel Dynamics, Inc.
4500 County Road 59
Butler, IN 46721
Gentlemen:
In connection with the filing by Steel Dynamics, Inc., an Indiana corporation
(the "Company"), with the Securities and Exchange Commission under the
provisions of the Securities Act of 1933, as amended of a Registration
Statement on Form S-8 (the "Registration Statement"), with respect to a maximum
of 1,102,765 shares of Common Stock, without par value (the "Shares"), to be
issued under the Steel Dynamics, Inc. 1994 Incentive Stock Option Plan (the
"Plan"), we have examined the Amended and Restated Articles of Incorporation of
the Company, as currently in effect, the Amended and Restated Bylaws of the
Company, as currently in effect, the Registration Statement on Form S-8, the
records relating to the organization of the Company and such other documents as
we have deemed necessary or appropriate to examine as a basis for the opinions
hereinafter expressed, and copies of the Plan, as well as the records of the
proceedings of the Board of Directors and shareholders of the Company relating
to the adoption and approval thereof.
Based upon that examination, we are of the opinion that:
1. The Company is incorporated and validly existing under the laws of
the State of Indiana.
2. The Shares have been duly authorized and, when issued and delivered
pursuant to the Plan and in the manner contemplated by the Registration
Statement, will be validly issued, fully paid, and non-assessable.
We hereby consent to the filing of this Opinion as Exhibit 5.1 to the
Registration Statement on Form S-8 in respect of the Plan and to the use of our
name therein.
Very truly yours,
BARRETT & McNAGNY
/s/
Robert S. Walters
RSW:klv:90777
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EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Steel Dynamics, Inc. on Form S-8 of our report dated October 28, 1996
(October 30, 1996 as to Note 12) contained in Registration Statement No.
333-12521 of Steel Dynamics, Inc. dated November 21, 1996.
DELIOTTE & TOUCHE LLP
Indianapolis, Indiana
January 10, 1997
