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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 6, 1998
REGISTRATION NO. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SCHUFF STEEL COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
DELAWARE 86-0318760
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
420 SOUTH 19TH AVENUE, PHOENIX, ARIZONA 85009
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICE) (ZIP CODE)
SCHUFF STEEL COMPANY 1997 STOCK OPTION PLAN
(FULL TITLE OF PLAN)
SCOTT A. SCHUFF
SCHUFF STEEL COMPANY
420 SOUTH 19TH AVENUE
PHOENIX, ARIZONA 85009
(NAME AND ADDRESS OF AGENT FOR SERVICE)
(602) 252-7787
(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
CALCULATION OF REGISTRATION FEE
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<S> <C> <C> <C> <C>
PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES AMOUNT TO BE OFFERING AGGREGATE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED PRICE PER SHARE(1) PRICE FEE
Common Stock 600,000 $9.69 $5,814,000 $1,715.13
$0.001 par value
</TABLE>
(1) ESTIMATED PURSUANT TO RULE 457(h) SOLELY FOR THE PURPOSE OF CALCULATING
THE REGISTRATION FEE USING THE AVERAGE OF THE HIGH AND LOW PRICE OF THE
REGISTRANT'S COMMON STOCK ON JANUARY 30, 1998.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I, Items 1
and 2, will be delivered to participants in accordance with Form S-8 and Rule
428 under the Securities Act of 1933, as amended.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents have been filed by Schuff Steel Company (the
"Registrant") with the Securities and Exchange Commission pursuant to the
Securities Exchange Act of 1934 and are hereby incorporated by reference into
this Registration Statement:
(a) the Registrant's prospectus, dated June 30, 1997, filed
pursuant to Rule 424(b) under the Securities Act of 1933, as
amended.
(b) the description of the Registrant's capital stock contained in
the Registrant's Registration Statement on Form 8-A, dated
June 17, 1997, filed with the Securities and Exchange
Commission pursuant to Section 12(g) of the Securities Act of
1934.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all securities offered
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 a part hereof from the date of filing such documents. Any statement contained
in a document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any subsequently
filed document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES. Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant's Certificate of Incorporation provides that to the
fullest extent permitted by Delaware law, a director of the Registrant shall not
be personally liable to the Registrant or its stockholders for monetary damages
for breach of such director's fiduciary duty, except for liability: (i) for any
breach of the director's duty of loyalty to the Registrant or its stockholders;
(ii) for acts or omissions not in good faith or that involve intentional
misconduct or a knowing violation of law; (iii) in respect of certain unlawful
dividend payments or stock redemptions or repurchases; and (iv) for any
transaction from which the director derives an improper benefit. The effect of
the provision of the Registrant's Certificate of Incorporation is to eliminate
the rights of the Registrant and its stockholders (through stockholders'
derivative suits on behalf of the Registrant) to recover monetary damages
against a director for breach of the fiduciary duty of care as a director
(including breaches resulting from negligent or grossly negligent behavior),
except in the situations described in clauses (i) through (iv) above. This
provision does not limit or eliminate the rights of the Registrant or any
stockholder to seek nonmonetary relief such as an
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injunction or rescission in the event of a breach of a director's duty of care.
In addition, the Registrant's Certificate of Incorporation provides that the
Registrant shall indemnify any person who is or was a director, officer,
employee, or agent of the Registrant, or who is or was serving at the request of
the Registrant as a director, officer, employee, or agent of another corporation
or entity, against expenses, liabilities, and losses incurred by any such person
by reason of the fact that such person is or was acting in such capacity. The
Registrant's Certificate of Incorporation also permits it to secure insurance on
behalf of any director, officer, employee, or agent of the Registrant for any
liability arising out of such person's actions in such capacity.
The Registrant contemplates entering into agreements to indemnify its
directors. These agreements would, among other things, indemnify the
Registrant's directors for certain expenses (including attorneys' fees),
judgments, fines, and settlement amounts incurred by any such person in any
action or proceeding, including any action by or in the right of the Registrant,
arising out of such person's services as a director or officer of the
Registrant, any subsidiary of the Registrant, or any other company or enterprise
to which such person provides services at the request of the Registrant. To the
extent that the Board of Directors or the stockholders of the Registrant may in
the future wish to limit or repeal the ability of the Registrant to provide
indemnification as set forth in the Registrant's Certificate of Incorporation,
such repeal or limitation may not be effective as to directors or others who are
parties to the indemnification agreements because their rights to full
protection would be contractually assured by such agreements. It is anticipated
that similar contracts may be entered into, from time to time, with future
directors of the Registrant. The Registrant believes that the indemnification
provisions in its Certificate of Incorporation and in the indemnification
agreements are necessary to attract and retain qualified persons as directors
and officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable.
ITEM 8. EXHIBITS. The Exhibit Index is located on page 6.
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:
(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
Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and
price represent no more than 20% change in
the maximum aggregate offering price set
forth in the "Calculation of Registration
Fee" table in the effective registration
statement;
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(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 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 paragraphs 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 purposes 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 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 such Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such
liabilities (other than 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.
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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 Phoenix, State of Arizona, on February 6, 1998.
SCHUFF STEEL COMPANY, a Delaware corporation
By: /s/ David A. Schuff
----------------------------
David A. Schuff
Its: Chairman of the Board
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.
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<S> <C> <C>
Name and Signature Title Date
- ------------------ ----- ----
/s/ David A. Schuff Chairman of the Board of Directors February 6, 1998
- ----------------------------------------
David A. Schuff
/s/ Scott A. Schuff President, Chief Executive Officer February 6, 1998
- ---------------------------------------- and Director
Scott A. Schuff (Principal Executive Officer)
/s/ Kenneth F. Zylstra Vice President and Chief Financial February 6, 1998
- ---------------------------------------- Officer, Director
Kenneth F. Zylstra (Principal Financial and Accounting
Officer)
</TABLE>
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EXHIBIT INDEX
Exhibit Number Description
- -------------- -----------
5 Opinion of Snell & Wilmer
L.L.P.
23.1 Consent of Ernst & Young LLP
23.2 Consent of Snell & Wilmer
L.L.P. (Included in Exhibit 5)
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EXHIBIT 5
February 6, 1998
Schuff Steel Company
420 South 19th Avenue
Phoenix, Arizona 85009
RE: SCHUFF STEEL COMPANY 1997 STOCK OPTION PLAN
Ladies and Gentlemen:
We have acted as counsel to Schuff Steel Company, a Delaware
corporation (the "Company"), in connection with its Registration Statement on
Form S-8 (the "Registration Statement") filed under the Securities Act of 1933,
relating to the registration of 600,000 shares of its Common Stock, $.001 par
value (the "Shares"), issuable pursuant to the Company's 1997 Stock Option Plan
(the "Plan").
In that connection, we have examined such documents, corporate records,
and other instruments as we have deemed necessary or appropriate for purposes of
this opinion, including the Certificate of Incorporation, as amended, and the
Bylaws of the Company.
Based upon the foregoing, we are of the opinion that:
1. The Company has been duly organized and is validly existing as
a corporation under the laws of the State of Delaware.
2. The Shares, when issued and sold in accordance with the terms
of the Plan, will be validly issued, fully paid, and
nonassessable.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
SNELL & WILMER L.L.P.
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EXHIBIT 23.1
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the Schuff Steel Company 1997 Stock Option Plan of our report
dated March 21, 1997, except for NOTE 13 as to which the date is May 8, 1997
with respect to the financial statements of Schuff Steel Company included in
the Registration Statement (Form S-1 No. 333-26711) for the year ended December
31, 1996, filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
Phoenix, Arizona
February 6, 1998
