AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 29, 1997
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
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 25-1445468
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
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4317 MIDDLESETTLEMENT ROAD
NEW HARTFORD, NY 13413
(315) 798-2900
(Address of Principal Executive Offices) (Zip Code)
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SPECIAL METALS CORPORATION
1997 LONG-TERM STOCK INCENTIVE PLAN
(Full title of the plan)
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ROBERT F. DROPKIN
VICE PRESIDENT, SECRETARY
AND CHIEF LEGAL OFFICER
SPECIAL METALS CORPORATION
4317 MIDDLESETTLEMENT ROAD
NEW HARTFORD, NY 13413
(Name and address of agent for service)
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(315) 798-2900
(Telephone number, including area code, of agent for service)
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COPIES TO:
ROBERT B. SCHUMER, ESQ.
PAUL, WEISS, RIFKIND, WHARTON & GARRISON
1285 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10019-6064
(212) 373-3000
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(COVER CONTINUED ON NEXT PAGE)
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==================== ==================== ============= ====================== ====================
Proposed Proposed
Title of Maximum Maximum
Securities to be Amount to be Offering Price Aggregate Offering Amount of
Registered Registered (1) Per Share (2) Price (2) Registration Fee
- -------------------- -------------------- ------------- ---------------------- --------------------
<S> <C> <C> <C> <C>
Common Stock, $.01
par value per share 295,500 shares (3) $16.50 $4,875,750 $ 1,478 (5)
- -------------------- -------------------- ------------- ---------------------- --------------------
Common Stock, $.01
par value per share 504,500 shares (4) $13.44 $6,780,480 $ 2,055 (5)
==================== ==================== ============= ====================== ====================
</TABLE>
(1) Consists of 800,000 shares reserved for issuance under the Special Metals
Corporation 1997 Long-Term Stock Incentive Plan. This registration statement
also relates to such indeterminate number of additional shares as may be
issuable as a result of stock splits, stock dividends or additional similar
transactions.
(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(h)(1) under the Securities Act of 1933, as amended.
(3) Represents 295,500 shares reserved for issuance pursuant to stock options
having an exercise price of $16.50 per share, granted pursuant to the
Special Metals Corporation 1997 Long-Term Stock Incentive Plan. The
registration fee for such shares was calculated in accordance with Rule
457(h)(1) under the Securities Act of 1933, as amended, based on the
exercise price of the options.
(4) Consists of 504,500 shares reserved for issuance under the Special Metals
Corporation 1997 Long-Term Stock Incentive Plan. The registration fee for
such shares was calculated in accordance with Rule 457(h)(1) under the
Securities Act of 1933, as amended, based on the average of the high and low
prices of the shares on April 25, 1997 as reported on the Nasdaq National
Market.
(5) One payment in the amount of $3,533 has been submitted concurrently with
this filing in payment of the aggregate Registration Fee.
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<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION
Not required to be filed with this registration statement.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
Not required to be filed with this registration statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by Special Metals Corporation (the
"Company") with the Securities and Exchange Commission are incorporated herein
by reference:
1. The Company's prospectus dated February 25, 1997, filed pursuant to
Rule 424(b) promulgated under the Securities Act of 1933 and relating to the
Company's registration statements on Form S-1 (Registration Nos. 333-18499 and
333-22361), which were declared or became effective on February 25, 1997 (the
"S-1 Registration Statement").
2. The description of the Company's common stock, par value $0.01 per
share (the "Common Stock"), contained in the Company's registration statement on
Form 8-A (Registration No. 000-22029) dated January 22, 1997 and filed pursuant
to Section 12(g) of the Securities Exchange Act of 1934.
All other documents filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934 subsequent to the date
of this registration statement and prior to the filing of a post-effective
amendment which indicates that all securities registered hereby have been sold
or which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this registration statement and to be part hereof
from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
<PAGE>
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 102(b)(7) of the Delaware General Corporation Law (the "DGCL")
permits a provision in the certificate of incorporation of each corporation
organized thereunder, eliminating or limiting, with certain exceptions, the
personal liability of a director to the corporation or its stockholders for
monetary damages for certain breaches of fiduciary duty as a director. The
Certificate of Incorporation of the Company, as amended and restated, eliminates
the personal liability of directors to the fullest extent permitted by Delaware
law.
Section 145 of the DGCL ("Section 145"), in summary, empowers a Delaware
corporation, within certain limitations, to indemnify its officers, directors,
employees and agents against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement, actually and reasonably incurred by them
in connection with any suit or proceeding other than by or on behalf of the
corporation, if they acted in good faith and in a manner reasonably believed to
be in or not opposed to the best interest of the corporation, and, with respect
to a criminal action or proceeding, had no reasonable cause to believe their
conduct was unlawful.
With respect to actions by or on behalf of the corporation, Section 145
permits a corporation to indemnify its officers, directors, employees and agents
against expenses (including attorneys' fees) actually and reasonably incurred in
connection with the defense or settlement of such action or suit, provided such
person meets the standard of conduct described in the preceding paragraph,
except that no indemnification is permitted in respect of any claim where such
person has been found liable to the corporation, unless the Court of Chancery or
the court in which such action or suit was brought approves such indemnification
and determines that such person is fairly and reasonably entitled to be
indemnified.
The Certificate of Incorporation of the Company, as amended and restated,
provides for the indemnification of officers and directors and certain other
parties (the "Indemnitees") of the Company to the fullest extent permitted under
Delaware law.
The Underwriting Agreement between the Company and the underwriters of its
initial public offering of shares of Common Stock of the Company, registered on
Form S-1 (Registration Nos. 333- 18499 and 333-22361) provides for
indemnification by the underwriters of the Company, its directors and officers,
and persons who control the Company within the meaning of Section 15 of the
Securities Act for certain liabilities, including liabilities arising
thereunder.
The Registration Rights Agreement among the Company and certain of its
principal stockholders provides for indemnification of the Company, its
directors and officers, and persons who control the Company within the meaning
of Section 15 of the Securities Act for certain liabilities, including
liabilities arising thereunder.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
2
<PAGE>
ITEM 8. EXHIBITS
5.1 Opinion of Paul, Weiss, Rifkind, Wharton & Garrison as to the
legality of the shares of Common Stock being registered.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Paul, Weiss, Rifkind, Wharton & Garrison (included in
Exhibit 5.1).
24.1 Power of Attorney (included on the signature page of this
registration statement).
ITEM 9. UNDERTAKINGS
(a) 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:
(i) To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933;
(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. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which
was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Securities and Exchange Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective 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 paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed 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.
3
<PAGE>
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability 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, officers and controlling
persons of the registrant pursuant to the foregoing provisions or otherwise, 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 action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, 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.
4
<PAGE>
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 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 New Hartford, State of New York, on the 29th day of
April, 1997.
SPECIAL METALS CORPORATION
By: /s/ DONALD R. MUZYKA
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Name: Donald R. Muzyka
Title: President, Chief Executive Officer and Director
The registrant and each person whose signature appears below constitutes
and appoints Donald R. Muzyka and Robert F. Dropkin and each of them singly,
his, her or its true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him, her or it and in his, her, or its
name, place and stead, in any and all capacities, to sign and file any and all
amendments (including post-effective amendments) to this registration statement,
with all exhibits thereto, and other documents in connection therewith, granting
unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
to be done in and about the premises, as fully to all intents and purposes as
he, she, or it might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
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.
Signature Title Date
--------- ----- ----
/s/ ROBERT D. HALVERSTADT Chairman of the Board of April 16, 1997
- ------------------------------ Directors
Robert D. Halverstadt
/s/ DONALD R. MUZYKA President, Chief Executive April 16, 1997
- ------------------------------ Officer and Director
Donald R. Muzyka (Principal Executive
Officer)
/s/ DONALD C. DARLING Chief Financial Officer April 16, 1997
- ------------------------------ (Principal Financial and
Donald C. Darling Accounting Officer)
/s/ ROBERT F. DROPKIN Director April 16, 1997
- ------------------------------
Robert F. Dropkin
/s/ EDOUARD DUVAL Director April 16, 1997
- ------------------------------
Edouard Duval
5
<PAGE>
Signature Title Date
--------- ----- ----
/s/ ANTOINE G. TREUILLE Director April 16, 1997
- ------------------------------
Antoine G. Treuille
/s/ RAYMOND F. DECKER Director April 16, 1997
- ------------------------------
Raymond F. Decker
6
<PAGE>
INDEX TO EXHIBITS
Exhibits Description of Exhibit
- -------- ----------------------
5.1 Opinion of Paul, Weiss, Rifkind, Wharton & Garrison as
to the legality of the shares of Common Stock being
registered.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Paul, Weiss, Rifkind, Wharton & Garrison
(included in Exhibit 5.1).
24.1 Power of Attorney (included on the signature page of this
registration statement).
7
Exhibit 5.1
PAUL, WEISS, RIFKIND, WHARTON & GARRISON
1285 AVENUE OF THE AMERICAS
NEW YORK, NY 10019-6064
April 29, 1997
Special Metals Corporation
4317 Middle Settlement Road
New Hartford, NY 13413
Ladies and Gentlemen:
We are furnishing this opinion at your request in connection with
the registration statement on Form S-8 (the "Registration Statement") under the
Securities Act of 1933, as amended (the "Act"), being filed by Special Metals
Corporation, a Delaware corporation (the "Company"), with the Securities and
Exchange Commission (the "Commission") on the date hereof, relating to 800,000
shares of common stock, par value $.01 (the "Common Stock"), of the Company (the
"Shares") to be offered under the Special Metals Corporation 1997 Long-Term
Stock Incentive Plan (the "Stock Plan").
In connection with this opinion, we have examined originals, or
copies certified or otherwise identified to our satisfaction, of (i) the
Registration Statement, (ii) Certificate of Incorporation of the Company, as
amended and restated to date, (iii) the By-laws of the Company, as amended and
restated to date, (iv) the Stock Plan and (v) all such corporate records,
agreements and other instruments of the Company, and all such other documents,
as we have considered necessary in order to form a basis for the opinions
<PAGE>
expressed herein. As to certain matters of fact, we have relied on
representations, statements or certificates of officers of the Company and of
public authorities.
In rendering the opinions set forth below, we have assumed, without
independent investigation, the genuineness of all signatures, the authenticity
of all documents submitted to us as originals, the legal capacity of all
individuals who have executed any of the documents reviewed by us, the
conformity to the original documents of all documents submitted to us as
certified, photostatic, reproduced or conformed copies of valid existing
agreements or other documents and the authenticity of all of such latter
documents and that the matters of fact in the records, agreements, instruments
and documents that we have examined are accurate and complete.
Based on the foregoing, and subject to the assumption, exceptions
and qualifications stated herein, we are of the opinion that, when issued and
paid for in accordance with the terms of the Stock Plan, the Shares will be 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 the 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
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 promulgated under the Act.
Very truly yours.
/s/ Paul, Weiss, Rifkind, Wharton & Garrison
PAUL, WEISS, RIFKIND, WHARTON & GARRISON
2
Exhibit 23.1
Consent of Independent Accountants
We consent to the incorporation by reference in the Registration Statement (Form
S-8 No. 333- ) pertaining to the Special Metals Corporation 1997 Long-Term
Stock Incentive Plan of our reports dated January 24, 1997, with respect to the
financial statements and schedule of Special Metals Corporation included in its
registration statement on Form S-1 (File No. 333-18499) filed with the
Securities and Exchange Commission.
/s/ Ernst & Young LLP
Buffalo, New York
April 22, 1997
