<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 13, 1997
REGISTRATION NO. 333-31735
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
POST-EFFECTIVE AMENDMENT NO. 1
TO FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
STEEL DYNAMICS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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INDIANA 3312 35-1929476
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)
</TABLE>
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)
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)
Copies to:
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ROBERT S. WALTERS, ESQ. JOHN MORRISON, ESQ.
BARRETT & MCNAGNY SHEARMAN & STERLING
215 EAST BERRY STREET 599 LEXINGTON AVENUE
FORT WAYNE, INDIANA 46802 NEW YORK, NEW YORK 10022
(219) 423-9551 (212) 848-4000
</TABLE>
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As soon as
practicable after the Registration Statement is declared effective.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box: [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
------------------------
CALCULATION OF REGISTRATION FEE
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============================================================================================================
PROPOSED
MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED OFFERING PRICE(1) FEE
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- ------------------------------------------------------------------------------------------------------------
Common Stock, $.01 par value.............................. $254,178,750 $77,023.86(2)
============================================================================================================
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(1) Estimated solely for the purpose of computing the amount of the registration
fee pursuant to Rule 457(c).
(2) Previously paid.
------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
================================================================================
<PAGE> 2
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 13 OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the costs and expenses, other than
underwriting discounts and commissions, payable by the Registrant in connection
with the sale of Common Stock being registered. All amounts are estimates,
except the SEC registration fee, the NASD filing fee and the Nasdaq National
Market listing fee.
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SEC registration fee...................................................... $ 77,024
NASD filing fee........................................................... 25,918
Nasdaq National Market listing fee........................................ 17,500
Printing and engraving expenses........................................... 200,000
Blue Sky qualification fees and expenses.................................. 12,000
Legal fees and expenses................................................... 100,000
Accounting fees and expenses.............................................. 100,000
Transfer Agent and Registrar fees......................................... 2,500
Miscellaneous expenses and administrative costs........................... 65,058
--------
Total........................................................... $600,000
========
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ITEM 14 INDEMNIFICATION OF DIRECTORS AND OFFICERS
As permitted by Chapter 37 of the Indiana Business Corporation Law ("BCL"),
Article IX of the Registrant's Amended and Restated Articles of Incorporation
provides that the Company shall indemnify a director or officer against
liability (which includes expenses and costs of defense) incurred in any
proceeding, if that individual was made a party to the proceeding because the
individual is or was a director or officer of the Company (or, at the Company's
request, was serving as a director, officer, partner, trustee, employee, or
agent of another corporation, partnership, joint venture, trust, employee
benefit plan, or other enterprise, whether or not for profit), so long as the
individual's conduct was in good faith and with the reasonable belief (in
connection with the individual's "official capacity") that the conduct was in
the Company's best interests, or (in all other cases) that the conduct was at
least not opposed to the Company's best interests. In the case of any criminal
proceeding, the duty to indemnify applies so long as 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. Conduct with respect to an
employee benefit plan in connection with a matter the individual believed to be
in the best interests of the participants in and beneficiaries of the plan is
deemed conduct that satisfies the indemnification standard that the individual
reasonably believed that the conduct was at least not opposed to the Company's
best interests. The Company may advance or reimburse for reasonable expenses
incurred by a person entitled to indemnification, in advance of final
disposition, if the individual furnishes the Company with a written affirmation
of his or her good faith belief that the applicable standard of conduct was
observed, accompanied by a written undertaking to repay the advance if it is
ultimately determined that the applicable standards were not met.
In all cases, whether in connection with advancement of expenses during a
proceeding, or afterward, the Company may not grant indemnification unless
authorized in the specific case after a determination has been made that
indemnification is permissible under the circumstances. The determination may be
made either 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 a
quorum cannot be so obtained, then by majority vote of a committee duly
designated by the Board of Directors consisting solely of two or more directors
not at the time parties to the proceeding. Alternatively, the determination can
be made by special legal counsel selected by the Board of Directors or the
committee, or by the stockholders (excluding shares owned by or voted under the
control of persons who are at the time parties to the proceeding). In the event
that a person seeking indemnification believes that it has not been properly
provided may apply for indemnification to the court conducting the proceeding or
to another court of competent jurisdiction. In such a proceeding, a court is
empowered to grant indemnification if it
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<PAGE> 3
determines that the person is fairly and reasonably entitled to indemnification
in view of all of the relevant circumstances, whether or not the person met the
standard of conduct for indemnification.
The Company may purchase and maintain insurance on behalf of a director,
officer, employee, or agent of the Company, insuring that individual against
liability arising from his or her status as a director, officer, employee, or
agent, whether or not the Company would have the power to indemnify the
individual against the same liability under Article IX. Article IX does not
preclude the Company to provide indemnification in any other manner.
Reference is hereby made to Section 9 of the Underwriting Agreement between
the Company, the Selling Stockholders and the Underwriters, a form of which has
been filed as Exhibit 1.1 to this Registration Statement, for a description of
indemnification arrangements between the Company, the Selling Stockholders and
the Underwriters.
The indemnification provisions set forth in Article IX of the Amended and
Restated Articles of Incorporation, as well as the authority vested in the Board
of Directors by Chapter 37 of the BCL to grant indemnification beyond that which
is described in Article IX, may be sufficiently broad to provide indemnification
of the Registrant's directors and officers for liabilities arising under the
Securities Act.
ITEM 15 RECENT SALES OF UNREGISTERED SECURITIES
The Registrant issued and sold the following securities (without giving
effect to the 28.06:1 stock split of the Registrant's Common Stock effected
immediately prior to the Company's initial public offering in November 1996):
1. At the time of incorporation in September 1993, Registrant issued
and sold an aggregate of 150,000 shares of Common Stock to its founding
stockholders Keith E. Busse, Mark D. Millett, and Richard P. Teets, Jr., at
a purchase price of $0.30 per share, for an aggregate purchase price of
$45,000, pursuant to restricted stock purchase agreements.
2. In September 1993, Registrant issued and sold an aggregate of
20,000 shares of Common Stock to Steelink Co., of which Peter Brickfield,
Esq., a consultant and advisor to the Company, is a partner, at a purchase
price of $0.30 per share, for an aggregate purchase price of $6,000,
pursuant to a restricted stock purchase agreement.
3. In September 1993, Registrant issued and sold an aggregate of
308,820 shares of Common Stock to "seed money" accredited investors, at a
purchase price of $2.20 per share, for an aggregate purchase price of
$680,000. Heavy Metal, L.C. purchased $340,000, Keylock Investments Limited
purchased $170,850, and Mazelina Anstalt purchased $169,150 (the latter two
aggregating $340,000, the same as Heavy Metal, L.C.). All three were
sophisticated, accredited investors. There was no formal stock purchase
agreement for this initial transaction.
4. On June 30, 1994, Registrant issued and sold an aggregate of
511,180 shares of Common Stock to accredited financial investors, for a
total of $55,379,292. The purchasers consisted of Bain Capital Fund IV,
L.P., Bain Capital Fund IV-B, L.P., BCIP Associates (Bain), and BCIP Trust
Associates, L.P. (Bain), which together purchased 180,609 shares for
$19,906,948, for a per share purchase price of $110.22; General Electric
Capital Corporation, which purchased 180,610 shares for $19,906,948, for
the same per share purchase price of $110.22 as Bain; J.H. Whitney & Co.,
which purchased 7,258 shares for $800,000 and Whitney 1990 Equity Fund,
L.P., which purchased 29,033 shares for $3,200,000, for a per share
purchase price of $110.22; Low Cost Limited Partnership, which purchased
5,000 shares for which it paid $551,104, a per share purchase price of the
same $110.22; and Klans Associates, which purchased 907 shares for
$100,000, for a per share purchase price of $110.25. In addition, Heavy
Metal, L.C. purchased 61,173 shares for $6,742,157, for a per share
purchase price of $90.61 and Keylock Investments Limited and Mazelina
Anstalt purchased 46,590 shares, for which it paid $4,172,135, for a per
share purchase price of $89.55. In total, 511,180 shares were purchased for
$55,379,292, for a per share average purchase price of $108.34.
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<PAGE> 4
5. On June 30, 1994, Registrant issued and sold $55,000,000 aggregate
principal amount of senior subordinated promissory notes and warrants to
purchase up to 58,511 shares of Common Stock at an exercise price of $.01
per share to Whitney Subordinated Debt Fund, General Electric Capital
Corporation, Sumitomo Corporation of America, SDI Limited Partnership,
Lincoln National Life Insurance Company, Lincoln National Income Fund, Inc.
and LDI, Ltd. for an aggregate purchase price of $55,000,000.
6. In connection with a June 30, 1994 credit agreement, Registrant
issued warrants to purchase 5,333 shares of Common Stock at an exercise
price of $75 per share to APT Holdings Corporation.
7. On July 26, 1994, pursuant to an Employment Agreement of even date
entered into between the Company and Tracy L. Shellabarger, the Company
sold 10,000 of its shares of Common Stock to Mr. Shellabarger for a
purchase price of $75.01 per share, for an aggregate purchase price of
$750,100. Mr. Shellabarger paid cash of $100 and executed a promissory note
for $750,000, with interest only payable at 7% percent per annum. Pursuant
to the terms of the Employment Agreement, the principal amount of the
promissory note was forgiven concurrently with the Company's initial public
offering.
8. On December 14, 1995 and March 11 and April 22, 1996, Registrant
issued and sold an aggregate of 208,333 shares of Common Stock to Preussag
Stahl, AG, a German steelmaker, and an accredited investor, at a purchase
price of $240.00 per share, for an aggregate purchase price of $50 million,
pursuant to a restricted stock purchase agreement.
9. On September 10, 1996, pursuant to subscriptions made in December
1995 (and accepted by the Company in February 1996), the Company issued and
sold an aggregate of 51,558 shares of Common Stock to existing stockholders
or their affiliates, pursuant to exercise of their limited pre-emptive
rights under a June 30, 1994 agreement between the Company's stockholders
at that time, at a purchase price of $230.00 per share, for an aggregate
purchase price of $11,858,400; and, as part of the same equity financing,
issued and sold to Sumitomo Corporation (Japan) and Sumitomo Corporation of
America, an accredited investor, pursuant to a commitment entered into in
April 1996, an aggregate of 45,763 shares of Common Stock, at a purchase
price of $295.00 per share, for an aggregate purchase price of $13,500,085,
pursuant to a stock purchase agreement.
10. On October 30, 1996, all of the outstanding warrants were
converted into 63,844 shares of Common Stock for an aggregate price of
$400,560.
The issuances described in this Item 15 were deemed exempt from
registration under the Securities Act of 1933, as amended (the "Act"), in
reliance upon Section 4(2) of the Act as transactions by an issuer not involving
any public offering. In addition, the recipients of securities in each such
transaction were accredited investors, mostly institutional investors, and each
represented its intentions to acquire the securities for investment only and not
with a view to or for sale in connection with any distribution thereof, and
appropriate legends were affixed to the stock certificates issued in each such
transaction. All recipients had adequate access, through their relationships
with the Registrant, to information about the Registrant.
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ITEM 16 EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Exhibits: The following exhibits are filed as a part of this
Registration Statement:
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EXHIBIT NO. DESCRIPTION OF EXHIBIT
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1.1 Form of Underwriting Agreement.
3.1a Amended and Restatement Articles of Incorporation of Steel Dynamics, Inc. Filed as
Exhibit 3.1 to the Company's Registration Statement on Form S-1, SEC File No.
333-12521, effective November 21, 1996 ("1996 Form S-1") and incorporated by
reference herein.
3.1b Articles of Incorporation of Iron Dynamics, Inc. Filed as Exhibit 3.1b to the
Registrant's 1996 Annual Report on Form 10-K, SEC File No. 0-21719 ("1996 Form
10-K"), filed March 31, 1997, and incorporated by reference herein.
3.2a Bylaws of Steel Dynamics, Inc. Filed as Exhibit 3.2 to the Registrant's 1996 Form
S-1 and incorporated by reference herein.
5.1 Legal Opinion of Barrett & McNagny.
10.1a Amended and Restated Credit Agreement between Steel Dynamics, Inc. and Mellon
Bank, N.A., et al., dated July 9, 1997.
10.2 Loan Agreement between Indiana Development Finance Authority and Steel Dynamics,
Inc. re Taxable Economic Development Revenue bonds, Trust Indenture between
Indiana Development Finance Authority and NBD Bank, N.A., as Trustee re Loan
Agreement between Indiana Development Finance Authority and Steel Dynamics, Inc.
Filed as the identically numbered exhibit to the Registrant's 1996 Form S-1 and
incorporated by reference herein.
10.3 Contract for electric service between Steel Dynamics, Inc. and American Electric
Power Company. Filed as the identically numbered exhibit to the Registrant's 1996
Form S-1 and incorporated by reference herein.
10.4 Industrial Gasses Supply Agreement Between Steel Dynamics, Inc. and Air Products
and Chemicals, Inc. dated August 5, 1994. Filed as the identically numbered
exhibit to the Registrant's 1996 Form S-1 and incorporated by reference herein.
10.5 Interruptible Gas Supply Contract between Steel Dynamics, Inc. and Northern
Indiana Trading Co. dated February 27, 1995. Filed as the identically numbered
exhibit to the Registrant's 1996 Form S-1 and incorporated by reference herein.
10.6 Gas Services Agreement between Steel Dynamics, Inc. and Northern Indiana Fuel &
Light Company, Inc. dated April 3, 1995. Filed as the identically numbered exhibit
to the Registrant's 1996 Form S-1 and incorporated by reference herein.
10.7 Gas Services Agreement between Steel Dynamics, Inc. and Northern Indiana Trading
Co. dated April 3, 1995. Filed as the identically numbered exhibit to the
Registrant's 1996 Form S-1 and incorporated by reference herein.
10.8 Gas Services Agreement between Steel Dynamics, Inc. and Crossroads Pipeline
Company dated April 3, 1995. Filed as the identically numbered exhibit to the
Company's 1996 Form S-1 and incorporated by reference herein.
10.9 Panhandle Eastern Pipeline Agreement dated July 22, 1996. Filed as the identically
numbered exhibit to the Registrant's 1996 Form S-1 and incorporated by reference
herein.
10.10 Natural Gas Purchase Agreement between Steel Dynamics, Inc. and PanEnergy Trading
and Market Services, Inc. dated August 8, 1996. Filed as the identically numbered
exhibit to the Registrant's 1996 Form S-1 and incorporated by reference herein.
10.11 Agreement for Wastewater Services between the City of Butler, Indiana and Steel
Dynamics, Inc. dated September 5, 1995. Filed as the identically numbered exhibit
to the Registrant's 1996 Form S-1 and incorporated by reference herein.
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EXHIBIT NO. DESCRIPTION OF EXHIBIT
- ----------- ----------------------------------------------------------------------------------
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10.12 Slag Processing Agreement between Steel Dynamics, Inc. and Butler Mill Service
Company dated February 3, 1995. Filed as the identically numbered exhibit to the
Registrant's 1996 Form S-1 and incorporated by reference herein.
10.13 Agreement to provide Scrap Purchasing Services between Steel Dynamics, Inc. and
OmniSource Corporation dated October 29, 1993. Filed as the identically numbered
exhibit to the Registrant's 1996 Form S-1 and incorporated by reference herein.
10.14 Purchasing Agreement between Steel Dynamics, Inc. and Heidtman Steel Products,
Inc. dated October 29, 1993. Filed as the identically numbered exhibit to the
Registrant's 1996 Form S-1 and incorporated by reference herein.
10.15 Iron Carbide Off Take Agreement between Steel Dynamics, Inc. and Qualitech Steel
Corporation dated June 29, 1996. Filed as the identically numbered exhibit to the
Registrant's 1996 Form S-1 and incorporated by reference herein.
10.16 Purchasing, Domestic Sales and Export Distribution Agreement between Steel
Dynamics, Inc. and Preussag Stahl AG dated December 14, 1995. Filed as the
identically numbered exhibit to the Registrant's 1996 Form S-1 and incorporated by
reference herein.
10.17 Reciprocal Patent and Technical Information Transfer and License Agreement between
Steel Dynamics, Inc. and Preussag Stahl AG dated December 14, 1995. Filed as the
identically numbered exhibit to the Registrant's 1996 Form S-1 and incorporated by
reference herein.
10.18 1994 Incentive Stock Option Agreement, as needed. Filed as the identically
numbered exhibit to the Registrant's 1996 Form S-1 and incorporated by reference
herein.
10.19 1996 Incentive Stock Option Agreement. Filed as the identically numbered exhibit
to the Registrant's 1996 Form S-1 and incorporated by reference herein.
10.20 Employment Agreement between Steel Dynamics, Inc. and Keith Busse. Filed as the
identically numbered exhibit to the Registrant's 1996 Form S-1 and incorporated by
reference herein.
10.21 Employment Agreement between Steel Dynamics, Inc. and Mark D. Millett. Filed as
the identically numbered exhibit to the Registrant's 1996 Form S-1 and
incorporated by reference herein.
10.22 Employment Agreement between Steel Dynamics, Inc. and Richard P. Teets, Jr. Filed
as the identically numbered exhibit to the Registrant's 1996 Form S-1 and
incorporated by reference herein.
10.23 1996 Officer and Manager Cash and Stock Bonus Plan. Filed as the identically
numbered exhibit to the Registrant's 1996 Form S-1 and incorporated by reference
herein.
10.24 Employment Agreement between Steel Dynamics, Inc. and Tracy L. Shellabarger. Tracy
L. Shellabarger Promissory Note and Stock Pledge Agreement. Filed as the
identically numbered exhibit to the Registrant's 1996 Form S-1 and incorporated by
reference herein.
10.25 "Second Look" Export Distribution Agreement between Steel Dynamics, Inc. and
Sumitomo Corporation of America. Filed as the identically numbered exhibit to the
Registrant's 1996 Form S-1 and incorporated by reference herein.
10.26 Sale of Excess Product Agreement between Iron Dynamics, Inc. and Sumitomo
Corporation of America. Filed as the identically numbered exhibit to the
Registrant's 1996 Form S-1 and incorporated by reference herein.
10.31 Registration Agreement dated June 30, 1994. Filed as the identically numbered
exhibit to the Registrant's 1996 Form S-1 and incorporated by reference herein.
10.32 Amendment No. 1 to Registration Agreement. Filed as the identically numbered
exhibit to the Registrant's 1996 Form S-1 and incorporated by reference herein.
10.33 Amendment No. 2 to Registration Agreement. Filed as the identically numbered
exhibit to the Registrant's 1996 Form S-1 and incorporated by reference herein.
</TABLE>
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<TABLE>
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EXHIBIT NO. DESCRIPTION OF EXHIBIT
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10.34 Amendment No. 3 to Registration Agreement. Filed as the identically numbered
exhibit to the Registrant's 1996 Form S-1 and incorporated by reference herein.
10.35 Stock Purchase Agreement with Preussag Stahl AG dated December 14, 1995. Filed as
the identically numbered exhibit to the Registrant's 1996 Form S-1 and
incorporated by reference herein.
10.36 Stock Purchase Agreement with Sumitomo Corporation of America and Sumitomo
Corporation dated September 10, 1996. Filed as the identically numbered exhibit to
the Registrant's 1996 Form S-1 and incorporated by reference herein.
10.37 Stock Purchase Agreement with Bain Capital, General Electric Capital Corporation,
Heavy Metal, L.C., Keylock Investments Limited, Mazelina Anstalt, et. al. dated
June 30, 1994. Filed as the identically numbered exhibit to the Registrant's 1996
Form S-1 and incorporated by reference herein.
10.38 Employment Agreement between Iron Dynamics, Inc. and Larry J. Lehtinen. Filed as
Exhibit 10.38 to the Registrant's 1996 Form 10-K and incorporated by reference
herein.
10.39++ License Agreement between Iron Dynamics, Inc. and Sumitomo Corporation and
Sumitomo Corporation, dated June 5, 1997.
11.1 Statement re: Computation of Per Share Earnings.
21.1 List of Registrant's Subsidiaries.
23.1 Consent of Barrett & McNagny (included in Exhibit 5.1).
23.2 Consent of Deloitte & Touche LLP.
24.1 Power of Attorney (included in signature pages).
27.1 Financial Data Schedule.
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- ---------------
++ Confidential treatment has been requested for a portion of this document,
which portion has been deleted in the filed copy of the exhibit. The
confidential portion of this document has been filed separately with the
Securities and Exchange Commission pursuant to a pending application for
confidential treatment.
(b) Financial Statement Schedules:
All schedules are omitted because they are either not applicable or the
required information is included in the consolidated financial statements or
notes thereto.
ITEM 17 UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes to provide to the
Underwriters, at the closing specified in the Underwriting Agreement,
certificates in such denominations and registered in such names as required by
the Underwriters to permit prompt delivery to each purchaser.
(b) Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the Registrant
pursuant to the BCL, the Registrant's Amended and Restated Articles of
Incorporation, or any other provision, the Registrant has been advised that in
the opinion of the Securities and Exchange Commission, such indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of any
such action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered hereunder,
the Registrant will, unless in the opinion of its counsel the matter has 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 Act and will be governed by the final adjudication of such
issue.
(c) The undersigned Registrant hereby undertakes that:
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(1) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as
part of this registration statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the registrant pursuant to
Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be
deemed to be part of this registration statement as of the time it was
declared effective.
(2) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus 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.
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<PAGE> 9
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement on Form S-1 to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Butler,
Indiana, on this 13th day of August, 1997.
STEEL DYNAMICS, INC.
By: /s/ TRACY L. SHELLABARGER
------------------------------------
Tracy L. Shellabarger
Vice President and Chief Financial
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 dates indicated.
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<CAPTION>
SIGNATURES TITLE DATE
- ------------------------------------------ -------------------------------- -----------------
<S> <C> <C>
* President & Chief Executive August 13, 1997
- ------------------------------------------ Officer and Director (Principal
Keith E. Busse Executive Officer)
/s/ TRACY L. SHELLABARGER Vice President & Chief Financial August 13, 1997
- ------------------------------------------ Officer and Director (Principal
Tracy L. Shellabarger Financial and Accounting
Officer)
* Vice President of Melting and August 13, 1997
- ------------------------------------------ Casting and Director
Mark D. Millett
* Vice President of Rolling and August 13, 1997
- ------------------------------------------ Finishing and Director
Richard P. Teets, Jr.
Director
- ------------------------------------------
Paul B. Edgerley
Director
- ------------------------------------------
William D. Strittmatter
* Director August 13, 1997
- ------------------------------------------
Leonard Rifkin
* Director August 13, 1997
- ------------------------------------------
John C. Bates
Director
- ------------------------------------------
William Laverack, Jr.
Director
- ------------------------------------------
Jurgen Kolb
</TABLE>
* By: /s/ TRACY L. SHELLABARGER
--------------------------------------------------
Tracy L. Shellabarger
Attorney-in-Fact
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