<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 25, 1997
REGISTRATION NO. 333-
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- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-1
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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SPECIAL METALS CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 3356 25-1445468
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (IRS EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION
NO.)
------------------------
4317 MIDDLESETTLEMENT ROAD
NEW HARTFORD, NY 13413
(315) 798-2900
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
------------------------
ROBERT F. DROPKIN, ESQ.
VICE PRESIDENT, SECRETARY AND CHIEF LEGAL COUNSEL
SPECIAL METALS CORPORATION
4317 MIDDLESETTLEMENT ROAD
NEW HARTFORD, NY 13413
(315) 798-2900
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
------------------------
Copies to:
ROBERT B. SCHUMER, ESQ. JOHN D. MORRISON, JR., ESQ.
PAUL, WEISS, RIFKIND, WHARTON & GARRISON SHEARMAN & STERLING
1285 AVENUE OF THE AMERICAS 599 LEXINGTON AVENUE
NEW YORK, NEW YORK 10019 NEW YORK, NEW YORK 10022
(212) 373-3000 (212) 848-4000
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APPROXIMATE DATE OF COMMENCEMENT OF THE PROPOSED SALE OF THE SECURITIES TO
THE PUBLIC: As soon as practicable after this Registration Statement becomes
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. /x/
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. / /
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED PROPOSED
TITLE OF EACH CLASS OF AMOUNT TO BE MAXIMUM OFFERING MAXIMUM AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED(1) PRICE PER SHARE(2) OFFERING PRICE REGISTRATION FEE
--------------------------- ------------- ------------------ ----------------- ----------------
<S> <C> <C> <C> <C>
Common Stock, par value $.01 per
share............................... 172,500 shares $17.00 $2,932,500 $889
</TABLE>
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(1) Includes 22,500 shares issuable upon exercise of an over-allotment option
granted to the Underwriters.
(2) Estimated pursuant to Rule 457 solely for purposes of calculating the
registration fee.
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INCORPORATION BY REFERENCE
OF REGISTRATION STATEMENT ON FORM S-1 (FILE NO. 333-18499)
Special Metals Corporation (the 'Company') hereby incorporates by reference
into this Registration Statement on Form S-1 in its entirety the Registration
Statement on Form S-1 (File No. 333-18499), as amended (including the exhibits
thereto), declared effective at approximately 2:30 p.m. on February 25, 1997 by
the Securities and Exchange Commission.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) EXHIBITS DESCRIPTION
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5.1* -- Opinion of Paul, Weiss, Rifkind, Wharton & Garrison.
23.1* -- Consent of Ernst & Young LLP.
23.2* -- Consent of Paul, Weiss, Rifkind, Wharton & Garrison (included in
opinion filed as Exhibit 5.1).
24.1 -- Power of Attorney, filed as Exhibit 24.1 to Special Metals
Corporation's Registration Statement on Form S-1 (Registration No.
333-18499) and incorporated herein by reference.
99.1* -- Consent of Marketronics.
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* Filed herewith.
(b) Financial Statement Schedules are incorporated by reference herein.
Schedule II Valuation and Qualifying Accounts (incorporated by reference to
the Special Metals Corporation Registration Statement on Form S-1
(Registration No. 333-18499))
II-1
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New Hartford, State of
New York, on the 25th day of February, 1997.
SPECIAL METALS CORPORATION
By: /s/ ROBERT F. DROPKIN
------------------------------------
Name: Robert F. Dropkin
Title: Vice President, Secretary and
Chief Legal Counsel
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated.
NAME TITLE DATE
- ------------------------------ ----------------------------- -----------------
* Chairman of the Board of February 25, 1997
- ------------------------------ Directors
Robert D. Halverstadt
* President, Chief Executive February 25, 1997
- ------------------------------ Officer and Director
Donald R. Muzyka (Principal Executive Officer)
* Chief Financial Officer February 25, 1997
- ------------------------------ (Principal Financial and
Donald C. Darling Accounting Officer)
and Director
/s/ ROBERT F. DROPKIN Director February 25, 1997
- ------------------------------
Robert F. Dropkin
* Director February 25, 1997
- ------------------------------
Edouard Duval
II-2
<PAGE>
NAME TITLE DATE
- ------------------------------ ----------------------------- -----------------
* Director February 25, 1997
- ------------------------------
Antoine G. Treuille
* Director February 25, 1997
- ------------------------------
Raymond F. Decker
*By: /s/ ROBERT F. DROPKIN
-----------------------
Name: Robert F. Dropkin
Attorney-in-fact
II-3
<PAGE>
Exhibit 5.1
February 25, 1997
Special Metals Corporation
4317 Middlesettlement Road
New Hartford, New York 13413
Special Metals Corporation
Registration Statement on Form S-1
Registration No. 333-
Ladies and Gentlemen:
In connection with the above-captioned Registration Statement (the
'Abbreviated Registration Statement'), filed today with the Securities and
Exchange Commission (the 'Commission') pursuant to the Securities Act of 1933,
as amended (the 'Act'), and the rules and regulations promulgated thereunder
(the 'Rules'), which relates to the Registration Statement on Form S-1 (the
'Registration Statement') (Registration No. 333-18499), which was declared
effective earlier today by the Commission, we have been requested by Special
Metals Corporation, a
<PAGE>
Delaware corporation (the 'Company'), to furnish our opinion as to the legality
of the securities being registered thereunder. The Registration Statement
relates to the registration under the Act of 172,500 shares (including up to
22,500 shares to be sold upon exercise of the underwriters' over-allotment
option) (the 'Shares') of the Company's common stock, par value $.01 per share
(the 'Common Stock'), to be issued and sold by the Company.
In connection with the furnishing of this opinion, we have reviewed the
Registration Statement (including all amendments thereto filed on or prior to
the date hereof), the form of the Underwriting Agreement for the sale of the
Common Stock included as Exhibit 1.1 to the Registration Statement, originals,
or copies certified or otherwise identified to our satisfaction, of the
Company's Amended and Restated Certificate of Incorporation and Amended and
Restated By-laws, each as in effect on the date hereof, and records of certain
of the Company's corporate proceedings. We also have examined and relied upon
representations as to factual matters contained in certificates of officers of
the Company, and have made such other investigations of fact and law and have
examined and relied upon the originals, or copies certified or otherwise
identified to our satisfaction, of such documents, records, certificates or
other instruments, and upon such factual information otherwise supplied to us,
as in our judgment are necessary or appropriate to render the opinions expressed
below. In addition, we have assumed, without independent investigation, the
genuineness of all
<PAGE>
signatures, the authenticity of all documents submitted to us as originals and
the conformity of original documents to all documents submitted to us as
certified, photostatic, reproduced or conformed copies, the authenticity of all
such latter documents and the legal capacity of all individuals who have
executed any of the documents.
Based upon the foregoing, we are of the opinion that the Shares are duly
authorized, validly issued, fully paid and nonassessable.
Our opinion expressed above is limited to the General Corporation Law of
the State of Delaware. Please be advised that no member of this firm is admitted
to practice in the State of Delaware. Our opinion is rendered only with respect
to laws, and the rules, regulations and orders thereunder, which are currently
in effect.
We hereby consent to the use of this opinion as an Exhibit to the
Abbreviated Registration Statement and to the use of our name under the heading
'Legal Matters' contained in the Prospectus incorporated by reference in the
Abbreviated Registration Statement. In giving this consent, we do not thereby
admit that we come within the category of persons whose consent is required by
the Act or the Rules.
Very truly yours,
/s/ Paul, Weiss, Rifkind, Wharton & Garrison
PAUL, WEISS, RIFKIND, WHARTON & GARRISON
<PAGE>
EXHIBIT 23.1
CONSENT OF ERNST & YOUNG LLP
We consent to the incorporation by reference in the Registration Statement
(Form S-1 No. 333-_____) and related Prospectus of Special Metals Corporation of
our reports dated January 24, 1997, with respect to the financial statements and
schedule of Special Metals Corporation included in Amendment No. 3 to the
Registration Statement (Form S-1 No. 333-18499) dated February 20, 1997, filed
with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Buffalo, New York
February 25, 1997
<PAGE>
EXHIBIT 99.1
CONSENT OF MARKETRONICS
The undersigned hereby consents to the incorporation by reference of the
information contained in its report, 'End Use Patterns for Selected U.S. Bar and
Rod Forms, 1991-1995' and its report on U.S. and World Shipments, wrought/cast
superalloys, 1990-2000, prepared for Special Metals Corporation (the 'Company'),
in the Company's Registration Statement on Form S-1 (Registration No. 333- )
and the related Prospectus of the Company included in the Company's Registration
Statement on Form S-1 (Registration No. 333-18499), and to the use of its name
as the source of such information.
MARKETRONICS
/s/ CARL BAILEY
By: Carl Bailey
Its: President
Huntington, WV
February 25, 1997
