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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 19, 1999
STEEL DYNAMICS, INC.
(Exact name of registrant as specified in its charter)
Indiana 0-21719 35-1929476
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation or Identification No.)
organization)
7030 Pointe Inverness Way, Suite 310, 46804
Fort Wayne, Indiana (Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including area code: 219-459-3553
(Former name or former address, if changed since last report.)
Not Applicable
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT
Not applicable.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
Not applicable.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP.
Not applicable.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
On April 19, 1999, the Board of Directors, upon the recommendation of
the Audit Committee, appointed Ernst & Young LLP as independent auditors to
conduct the Company's Annual Audit for the fiscal year ending December 31, 1999,
subject to stockholder approval. If a majority of the shares voting at the
Annual Meeting does not approve of the appointment, the Board of Directors will
reconsider that appointment. It is believed that representatives of Ernst &
Young LLP will be present at the Annual Meeting, will have an opportunity to
make a statement if they desire, and will be available to respond to appropriate
questions from stockholders.
The 1997 and 1998 Annual Audits were conducted by Deloitte & Touche
LLP. The determination to appoint a new independent accounting firm for the 1999
Annual Audit was made by the Company and was approved by the Audit Committee.
The reports of Deloitte & Touche LLP for the past two fiscal years did not
contain any adverse opinion or any disclaimer of opinion and were not qualified
or modified as to uncertainty, audit scope, or accounting principles.
Furthermore, in connection with the audits of the Company's financial statements
for the two fiscal years ended December 31, 1997 and December 31, 1998 and
during the interim period through April 19, 1999, there were no disagreements
with Deloitte & Touche LLP on any matter of accounting principles or practices,
financial statement disclosures, or auditing scope or procedure. The Company did
not at any time during the foregoing period prior to Ernst & Young's engagement
consult with that firm regarding the application of any accounting principles to
any specified transaction, the type of audit opinion that might be rendered, or
with respect to any matter that was either the subject of a disagreement with
the Company's prior auditors or that would constitute a reportable event within
the scope of Item 304(a) of SEC Regulation S-K.
The Company has requested that Deloitte & Touche LLP furnish it with a
letter addressed to the Securities and Exchange Commission stating whether or
not it agrees with the foregoing statements. A copy of such letter, if received
prior to filing of this Report on Form 8-K, will be filed as Exhibit 16 to this
Form 8-K. If such letter is unavailable at the time of filing this Report, the
letter will be filed with the Commission,
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by amendment, within the earlier to occur of ten business days after the filing
of this Report or two business days after receipt of the letter.
ITEM 5. OTHER EVENTS.
In April 1999, the Company's Board of Directors amended Section 3.2 of
the Company's Bylaws to reduce the number of directors to nine (9). Such
amendment is reflected in the revised Bylaws filed as Exhibit 3.2(a) to this
Form 8-K.
ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS.
Not applicable.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
Not applicable.
ITEM 8. CHANGE IN FISCAL YEAR.
Not applicable.
ITEM 9. SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S.
Not applicable.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
STEEL DYNAMICS, INC.
Dated: April 26, 1999 By: /s/ Tracy L. Shellabarger, Secretary
------------------------------------
Tracy L. Shellabarger, Secretary
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EXHIBIT 3.2(a)
BYLAWS OF
STEEL DYNAMICS, INC.
ARTICLE I
OFFICES
Section 1.1. PRINCIPAL OFFICE. The principal office of the Corporation
shall be at 7030 Pointe Inverness Way, Suite 310, Fort Wayne, Indiana 46804, or
at such other place as may be designated by the Board of Directors.
Section 1.2. OTHER OFFICES. The Corporation may also have other offices
at such places as the Board of Directors may designate or as the business of the
Corporation may require from time to time.
Section 1.3. REGISTERED OFFICE AND AGENT. The Corporation shall
maintain a Registered Office and Registered Agent as required by the Indiana
Business Corporation Law.
ARTICLE II
SHAREHOLDERS
Section 2.1. ANNUAL MEETING. The annual meeting of the shareholders of
the Corporation shall be held at such place (either within or without the State
of Indiana but which is reasonably convenient for shareholders to attend) and
time (not later than the end of the sixth month following the close of the
fiscal year) as may be fixed by the Board of Directors and designated in the
notice or waiver of notice of the meeting. At the annual meeting, the directors
for the ensuing year shall be elected and all such other business as may
properly be brought before the meeting shall be transacted. The Secretary of the
Corporation shall cause notice of the annual meeting to be given to each
shareholder of record of the Corporation entitled to vote either by delivery to
the shareholder in person or by depositing in the United States mail, postage
prepaid, in an envelope addressed to the shareholder's address shown in the
Corporation's current record of shareholders, a written or printed notice
stating the place, day and hour of the
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holding of the meeting. Notices shall be delivered personally or mailed no fewer
than ten (10) nor more than sixty (60) days before the date of the meeting. If
required by any provision of the Indiana Business Corporation Law or by the
Articles of Incorporation of the Corporation or if required by the Board of
Directors, the notice shall also state the purpose or purposes for which the
meeting is called.
Section 2.2. SPECIAL MEETINGS. Special meetings of the shareholders may
be held at the principal office of the Corporation or at any other place which
is reasonably convenient for shareholders to attend, as may be designated in the
notice or waiver of notice of the meeting. Special meetings may be called in
writing by the President, the Secretary or the Board of Directors. In addition,
special meetings may be called by the holders of at least twenty-five percent
(25%) of the outstanding shares of the Corporation entitled to vote upon the
business to be transacted at the meeting, if the holders sign, date and deliver
to the Corporation's Secretary one (1) or more written demands for the meeting
describing the purpose or purposes for which it is to be held. The Secretary of
the Corporation shall cause notice of the holding of a special meeting to be
given to each shareholder of record of the Corporation entitled to vote upon the
business to be transacted at the meeting either by delivery to the shareholder
personally or by depositing in the United States mail, postage prepaid, in an
envelope addressed to the shareholder's address shown in the Corporation's
current record of shareholders, a written or printed notice stating the place,
day, hour, and purpose or purposes for which such meeting is called. Notices
shall be delivered personally or mailed no fewer than ten (10) nor more than
sixty (60) days before the date of such meeting.
Section 2.3. ADDRESS OF SHAREHOLDER. The address of a shareholder
appearing upon the Corporation's record of shareholders shall be deemed to be
the latest address of the shareholder that has been furnished in writing to the
Corporation by the shareholder.
Section 2.4. WAIVER OF NOTICE. A shareholder may waive notice of any
shareholder's meeting before or after the date and time specified in the notice.
The waiver must be in writing and be delivered to the Corporation for inclusion
in the minutes or filing with the corporate records. A shareholder's attendance
at a meeting: (1) waives objection to lack of notice or defective notice of the
meeting, unless the shareholder at the
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beginning of the meeting objects to holding the meeting or transacting business
at the meeting; and (2) waives objection to consideration of a particular matter
at the meeting that is not within the purpose or purposes described in the
meeting notice, unless the shareholder objects to considering the matter when it
is presented.
Section 2.5. QUORUM. At any meeting of the shareholders the holders of
a majority of the outstanding shares of the Corporation entitled to vote who are
present in person or represented by proxy shall constitute a quorum for the
transaction of business. Once a share is represented for any purpose at a
meeting, it is deemed present for quorum purposes for the remainder of the
meeting and for any adjournment of that meeting unless a new record date is set
or is required to be set under the Indiana Business Corporation Law or
otherwise.
Section 2.6. VOTING. Except as the Articles of Incorporation may
otherwise state, at each meeting of the shareholders, every shareholder owning
shares entitled to vote shall have the right to one (1) vote for each such share
standing in his name on the books of the Corporation. The shareholder may vote
either in person or by proxy appointed in writing signed by the shareholder or
by the shareholder's duly authorized attorney-in-fact and delivered to the
Secretary of the Corporation or other officer or agent authorized to tabulate
votes at or before the time of the holding of the meeting. No proxy shall be
valid after eleven (11) months from the date of its execution unless a longer
time is expressly provided therein.
Only shares which are fully paid and nonassessable may be voted. If the
name signed on a vote, consent, waiver, or proxy appointment does not correspond
to the name of its shareholder, the Corporation if acting in good faith is
nevertheless entitled to accept the vote, consent, waiver, or proxy appointment
and give it effect as the act of the shareholder if:
(1) the name signed purports to be that of an administrator,
executor, guardian, or conservator representing the shareholder and, if
the Corporation requests, evidence of fiduciary status acceptable to
the Corporation has been presented with respect to the vote, consent,
waiver, or proxy appointment;
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(2) the name signed purports to be that of a receiver or
trustee in bankruptcy of the shareholder and, if the Corporation
requests, evidence of this status acceptable to the Corporation has
been presented with respect to the vote, consent, waiver, or proxy
appointment;
(3) the name signed purports to be that of a pledgee,
beneficial owner, or attorney-in-fact of the shareholder and, if the
Corporation requests, evidence acceptable to the Corporation of the
signatory's authority to sign for the shareholder has been presented
with respect to the vote, consent, waiver, or proxy appointment; or
(4) two (2) or more persons are the shareholder as co-tenants
or fiduciaries and the name signed purports to be the name of at least
one (1) of the co-owners and the person signing appears to be acting on
behalf of all the co-owners.
The Corporation is entitled to reject a vote, consent, waiver, or proxy
appointment if the Secretary or other officer or agent authorized to tabulate
votes, acting in good faith, has reasonable basis for doubt about the validity
of the signature on it or about the signatory's authority to sign for the
shareholder.
Section 2.7. SHAREHOLDER LIST. After the record date for, and more than
five (5) business days before, each shareholders' meeting, the Secretary of the
Corporation shall make, or cause to be made, an alphabetical list of the names
of the shareholders entitled to notice of the meeting, arranged by voting group
(and within each voting group by class or series of shares) and showing the
address of and the number of shares held by each shareholder. The list shall be
available for inspection and copying to the extent provided in the Indiana
Business Corporation Law.
Section 2.8. FIXING OF RECORD DATE. For the purpose of determining
shareholders entitled to notice of or to vote at any meeting of shareholders, to
demand a special meeting, or to take any other action, the Board of Directors
may fix in advance a date, not more than seventy (70) days before the date of
such meeting or action, as the record date for the determination of
shareholders. In the absence of such a determination
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by the Board of Directors, the date for the determination of shareholders shall
be ten (10) days before the date of the meeting or action.
Section 2.9. ORDER OF BUSINESS. The order of business at annual
meetings and, so far as practicable, at all other meetings of shareholders shall
be:
(a) Proof of due notice of meeting.
(b) Ascertainment of quorum.
(c) Reading and disposal of any unapproved minutes.
(d) Reports of officers and committees.
(e) Unfinished business.
(f) New business.
(g) Election of Directors.
(h) Adjournment.
ARTICLE III
DIRECTORS
Section 3.1. POWERS OF DIRECTORS. All corporate powers
shall be exercised by or under the authority of, and the business and affairs of
the Corporation managed under the direction of, the Board of Directors, subject
to any limitation set forth in the Articles of Incorporation or these bylaws.
Section 3.2. NUMBER. The present number of directors of the Corporation
is nine (9). The number of directors of the Corporation may be increased or
decreased by amendment of this Section 3.2, which amendment shall state the new
number of the directors, but no decrease shall shorten the term of an incumbent
director. Directors need not be shareholders. Directors shall be elected at each
annual meeting of the shareholders or at a special meeting called for that
purpose.
Section 3.3. RESIGNATION. A director may resign at any time by
delivering written notice to the Board of Directors, its Chairman (if any), or
the Secretary of the Corporation, and the acceptance of the resignation, unless
required by the terms thereof,
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shall not be necessary to make it effective. It shall be effective when the
notice is delivered unless the notice specifies a later effective date.
Section 3.4. REMOVAL OF DIRECTORS. To the extent applicable, directors
may be removed only as provided by the Indiana Business Corporation Law.
Section 3.5. VACANCIES. If any vacancy occurs on the Board of
Directors, the vacancy shall be filled as provided by the Indiana Business
Corporation Law. The term of a director elected to fill a vacancy expires at the
end of the term for which the director's predecessor was elected.
Section 3.6. REGULAR MEETINGS. A regular meeting of the Board of
Directors shall be held at the place of (or reasonably near thereto) and
promptly following the annual meeting of the shareholders. Other regular
meetings may be held at the principal office of the Corporation or at any other
place reasonably convenient for directors to attend, at such times and places as
the Board of Directors may fix from time to time. No notice shall be required
for regular Board meetings.
Section 3.7. SPECIAL MEETINGS. Special meetings of the Board of
Directors shall be held at the principal office of the Corporation or at any
other place reasonably convenient for directors to attend whenever called by the
President of the Corporation or by any member of the Board. At least 48 hours'
notice of the meeting specifying the date, time, place, and purpose thereof
shall be given to each director. Notice may be given personally, by written
notice deposited in the United States mail, postage prepaid in an envelope
addressed to such director, or by telephone, telegraph, teletype, or other form
of wire or wireless communication. Notice of the date, time, place, and purpose
of the holding of any special meeting may be waived, before or after the date
and time stated in the notice, by written notice signed by any director and
filed with the minutes or corporate records. A director's attendance at or
participation in any meeting shall constitute a waiver of the notice of the
meeting, unless the director at the beginning of the meeting (or promptly upon
the director's arrival) objects to holding the meeting or
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transacting business at the meeting and does not thereafter vote for or assent
to action taken at the meeting.
Section 3.8. CONDUCT OF MEETINGS. The President shall preside at all
meetings of the Board of Directors and the Secretary of the Corporation shall
act as secretary of the Board, but in their absence the directors may appoint
another person to serve.
The order of business at all meetings shall be as follows:
(a) Proof of due notice of the meeting, if notice is required.
(b) Ascertainment of quorum.
(c) Reading and disposal of any unapproved minutes.
(d) Reports of officers.
(e) Reports of committees.
(f) Unfinished business.
(g) New business.
(h) Adjournment.
Section 3.9. QUORUM AND VOTING. A majority of the actual number of
directors elected and qualified from time to time shall be necessary to
constitute a quorum for the transaction of any business. The act of a majority
of the directors present at a meeting at which a quorum is present shall be the
act of the Board of Directors, unless the act of a greater number is expressly
required by the Indiana Business Corporation Law, the Articles of Incorporation,
or another provision of these bylaws.
Section 3.10. ASSENT BY DIRECTOR TO ACTION TAKEN AT A MEETING. A
director who is present at a meeting of the Board of Directors or a committee of
the Board at which action on any corporate matter is taken is deemed to have
assented to the action taken unless:
(1) the director objects at the beginning of the meeting (or
promptly upon the director's arrival) to holding it or transacting
business at the meeting;
(2) the director's dissent or abstention from the action taken
is entered in the minutes of the meeting; or
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(3) the director delivers written notice of the director's
dissent or abstention to the presiding officer of the meeting before
its adjournment or to the Secretary of the Corporation immediately
after adjournment of the meeting.
The right of dissent or abstention is not available to a director who votes in
favor of the action taken.
Section 3.11. DIRECTORS' OR COMMITTEE ACTION BY CONSENT IN LIEU OF
MEETING. Any action required or permitted to be taken at any meeting of the
Board of Directors or any committee thereof may be taken without a meeting if
the action is taken by all members of the Board or committee. The action shall
be evidenced by one (1) or more written consents describing the action taken,
signed by each director, and included in the minutes or filed with the
Corporation's records reflecting the action taken. A written consent is
effective when the last director signs the consent, unless the consent specifies
a different prior or subsequent effective date.
Section 3.12. MEETINGS BY TELEPHONE OR OTHER COMMUNICATIONS. The Board
of Directors may permit any or all directors to participate in a regular or
special meeting by, or conduct the meeting through the use of, any means of
communication by which all directors participating may simultaneously hear each
other during the meeting. A director participating in a meeting by this means is
deemed to be present in person at the meeting.
Section 3.13. COMPENSATION. Each member of the Board of Directors shall
be paid such compensation as shall be fixed by the Board of Directors. This
shall not preclude any director from serving in any other capacity and receiving
compensation therefor.
Section 3.14. COMMITTEES. The Board by resolution may establish one or
more committees.
ARTICLE IV
OFFICERS
Section 4.1. OFFICERS. The officers of the Corporation shall consist of
a President, a Secretary, an Assistant Secretary, a Treasurer, an Assistant
Treasurer, and a
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Chief Financial Officer, and if desired by the Board of Directors one or more
Vice Presidents, all of whom shall be elected annually by the Board of Directors
of the Corporation at the first meeting thereof immediately following the annual
meeting of the shareholders; and they shall hold office, subject to removal,
until their successors are elected and qualified or the office is eliminated.
One person may hold more than one office.
Section 4.2. REMOVAL; RESIGNATIONS. Any officer of the Corporation may
be removed by the Board of Directors at any time with or without cause. Removal
does not affect the officer's contract rights, if any, with the Corporation. An
officer's resignation does not affect the Corporation's contract rights, if any,
with the officer. The election or appointment of an officer does not itself
create contract rights.
Section 4.3. COMPENSATION. The compensation of the officers of the
Corporation shall be fixed by, or as permitted by, the Board of Directors.
Section 4.4. DUTIES. The duties of the officers shall be determined
from time to time by the Board of Directors.
ARTICLE V
CAPITAL STOCK
Section 5.1. CERTIFICATES FOR SHARES. Unless the Articles of
Incorporation provide otherwise, all shares of stock of the Corporation shall be
represented by a certificate. The certificates shall be in such form not
inconsistent with the Articles of Incorporation and the Indiana Business
Corporation Law as shall be approved by the Board of Directors. At a minimum,
each certificate must state on its face:
(1) The name of the Corporation and that it is organized under
the law of the State of Indiana;
(2) The name of the person to whom issued; and
(3) The number and class of shares and the designation of the
series, if any, the certificate represents.
Each certificate must be signed by the President and Secretary. Share
certificates which have been signed (whether manually or in facsimile) by an
officer may be used and
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shall continue to be valid even though any individual whose signature appears on
a certificate is no longer be an officer of the Corporation at the time of the
issue of such certificate.
Section 5.2. REGISTRATION OF TRANSFER. Registration of transfer of
shares and issuance of a new certificate or certificates therefor shall be made
only upon surrender to the Corporation and cancellation of a certificate or
certificates for a like number of shares, properly endorsed for transfer,
accompanied by (a) such assurance as the Corporation may require as to the
genuineness and effectiveness of each necessary endorsement, (b) satisfactory
evidence of compliance with all laws relating to collection of taxes, and (c)
satisfactory evidence of compliance with or removal of any restriction on
transfer of which the Corporation may have notice.
Section 5.3. REGISTERED SHAREHOLDERS. As respects the Corporation, its
stock record books shall be conclusive as to the ownership of its shares for all
purposes and the Corporation shall not be bound to recognize adverse claims.
ARTICLE VI
SEAL
The use of a corporate seal is not required.
ARTICLE VII
FISCAL YEAR
The fiscal year of the Corporation shall be determined by the Board.
ARTICLE VIII
FUNDS
Section 8.1. DEPOSITORY. The funds of the Corporation shall be
deposited at such Financial institutions or determined by the Board.
Section 8.2. WITHDRAWAL OF FUNDS. The funds of the Corporation may be
withdrawn and disbursed by such officers as may be designated by the Board of
Directors.
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ARTICLE IX
RECORDS
Section 9.1. RECORDS.
(a) The Corporation shall keep as permanent records minutes of
all meetings of the shareholders and Board of Directors, a record of
all actions taken by the shareholders or Board of Directors without a
meeting, and a record of all actions taken by a committee of the Board
of Directors in place of the Board of Directors on behalf of the
Corporation.
(b) The Corporation shall maintain appropriate accounting
records.
(c) The Corporation shall maintain a record of the
shareholders, in a form that permits preparation of a list of the names
and addresses of all shareholders, in alphabetical order by class of
shares showing the number and class of shares held by each.
(d) The Corporation shall maintain its records in written form
or in another form capable of conversion into written form within a
reasonable time.
(e) The Corporation shall keep a copy of the following records
at its principal office:
(1) The Articles of Incorporation and all amendments
to them currently in effect.
(2) The bylaws and all amendments to them currently
in effect.
(3) The minutes of all shareholders' meetings, and
records of all action taken by shareholders without a meeting,
for the past three (3) years.
(4) All written communications to shareholders
generally within the past three (3) years, including any
financial statements furnished for the past three (3) years as
required by the Indiana Business Corporation Law.
(5) A list of the names and business addresses of its
current directors and officers.
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(6) Its most recent annual report delivered to the
Secretary of State.
Section 9.2. SHAREHOLDER'S RIGHT TO INSPECT AND COPY; LIMITATIONS ON
USE. A shareholder may inspect and copy the Corporation's records only as
permitted by the Indiana Business Corporation Law. The shareholder, the
shareholder's agents and attorneys, and any other person who obtains the
information may use and distribute the records and the information only for the
purposes and to the extent permitted by the Indiana Business Corporation Law and
shall use reasonable care to ensure that the restrictions imposed by that Law
are observed.
ARTICLE X
REPORTS
Section 10.1. ANNUAL FINANCIAL REPORTS TO SHAREHOLDERS.
(a) On written request of any shareholder, The Corporation
shall furnish the shareholders annual financial statements, which may
be consolidated or combined statements of the Corporation and one (1)
or more of its subsidiaries, as appropriate, that include a balance
sheet as of the end of the fiscal year, an income statement for that
year, and a statement of changes in shareholders' equity for the year
unless that information appears elsewhere in the financial statements.
If financial statements are prepared for the Corporation on the basis
of generally accepted accounting principles, the annual financial
statements must also be prepared on that basis.
(b) If the annual financial statements are reported upon by a
public accountant, the public accountant's report must accompany them.
If not, the statements must be accompanied by a statement of the
President or the person responsible for the Corporation's accounting
records:
(1) stating the person's reasonable belief whether
the statements were prepared on the basis of generally
accepted accounting principles and, if not, describing the
basis of preparation; and
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(2) describing any respects in which the statements
were not prepared on a basis of accounting consistent with the
statements prepared for the preceding year.
Section 10.2. REPORTS TO SHAREHOLDERS OF INDEMNIFICATION. If a
corporation indemnifies or advances expenses to a director under these bylaws or
otherwise, in connection with a proceeding by or in the right of the
Corporation, the Corporation shall report the indemnification or advance in
writing to the shareholders with or before the notice of the next shareholders'
meeting.
Section 10.3. REPORTS TO SECRETARY OF STATE. The Secretary of the
Corporation shall cause such reports to the Secretary of State of Indiana to be
filed as required by the Indiana Business Corporation Law.
ARTICLE XI
AMENDMENT
These bylaws may be amended only by the Board of Directors, by the
affirmative votes of a majority of all members of the Board.
