<PAGE>
As filed with the Securities and Exchange Commission on April 17, 1998.
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
______________
Form S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
______________
HOWMET INTERNATIONAL INC.
(Exact name of registrant as specified in its charter)
DELAWARE 52-1946684
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) identification No.)
475 STEAMBOAT ROAD
GREENWICH, CONNECTICUT 06830
(Address of Principal Executive Offices)
HOWMET INTERNATIONAL INC.
AMENDED AND RESTATED 1997 STOCK AWARDS PLAN
(Full title of the Plan)
____________________________________________
ROLAND A. PAUL, ESQ.
SECRETARY
HOWMET INTERNATIONAL INC.
475 STEAMBOAT ROAD
GREENWICH, CONNECTICUT 06830
(203) 661-4600
(Name, address, and telephone number, including area code, of agent for service)
______________________________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
TITLE OF AMOUNT PROPOSED PROPOSED AMOUNT OF
SECURITIES TO BE MAXIMUM MAXIMUM REGISTRATION
TO BE REGISTERED REGISTERED(1) OFFERING PRICE AGGREGATE FEE
PER SHARE (2) OFFERING
PRICE (2)
<S> <C> <C> <C> <C>
- ----------------------------------------------------------------------------------------------------------------
Common Stock
($.01 par value) 5,000,000 SHARES $ 15.2309 $76,154,436 $22,466
- ----------------------------------------------------------------------------------------------------------------
</TABLE>
(1)Plus such additional shares as may be issued by reason of stock splits, stock
dividends or similar transactions.
(2)Estimated pursuant to Rule 457(h) solely for the purpose of calculating the
amount of the registration fee.
The proposed maximum offering price per share is based upon (1) the exercise
price of $15.00 per share for 4,377,500 outstanding option shares, (2) the
exercise price of $15.281 per share of 8,000 outstanding option shares, and (3)
the average ($16.875) of the high ($17.1875) and low ($16.5625) prices for the
Company's Common Stock on the composite tape for the New York Stock Exchange on
April 14, 1998, with respect to the remaining 614,500 shares.
Total Number of Pages....................................................20
Exhibit Index.......................................................page 13
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Information required by Part 1 to be contained in the Section 10(a) prospectus
is omitted from this Registration Statement in accordance with Rule 428 under
the Securities Act of 1933 (the "Securities Act") and the Note to Part 1 of Form
S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
Howmet International Inc. (the "Company") by this reference hereby
incorporates into this Registration Statement the following documents filed by
the Company:
(a) The Company's annual report on Form 10-K for the year ended December
31, 1997 (the "Form 10-K").
(b) All other reports filed by the Company pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934, as amended (the "Exchange
Act") since the end of the fiscal year covered by the Form 10-K.
(c) The description of the Company's Common Stock, $.01 par value (the
"Common Stock"), in Item 1, "Description of Registrant's Securities To
Be Registered," of the Company's Registration Statement on Form 8-A
filed with the Securities and Exchange Commission on November 21,
1997.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14, and 15(d) of the Exchange Act prior to the filing of a post-effective
amendment which indicates that all securities registered hereunder have been
sold or which deregisters all of the securities offered then remaining unsold,
shall be deemed to be incorporated herein by reference and to be a 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.
Legal matters with respect to the Common Stock being offered hereunder
have been passed upon for the Company by Roland A. Paul, Vice President -
General
2
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Counsel of the Company. Mr. Paul has options to purchase 120,000 shares
of the Common Stock. Such options are not currently exercisable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Delaware Corporation Law
Section 145 of the General Corporation Law of the State of Delaware
(the "DGCL" ) provides for a Delaware corporation to indemnify any persons who
are, or are threatened to be made, parties to any threatened, pending or
completed legal action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of such
corporation), by reason of the fact that such person is or was an officer,
director, employee or agent of such corporation, or is or was serving at the
request of such corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise. The
indemnity may include expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding, provided that such officer or
director acted in good faith and in a manner he reasonably believed to be in or
not opposed to the corporation's best interest, and, for criminal proceedings,
had no reasonable cause to believe his conduct was unlawful. A Delaware
corporation may indemnify officers and directors against expenses (including
attorneys' fees) in an action by or in the right of the corporation under the
same conditions, except that no indemnification is permitted without judicial
approval if the officer or director is adjudged to be liable to the corporation.
Where an officer or director is successful on the merits or otherwise in the
defense of any action referred to above, the corporation must indemnify him
against the expenses which such officer or director actually and reasonably
incurred.
Company Charter
In accordance with Section 102 (b)(7) of the DGCL, Article VII of the
Company's Restated Certificate of Incorporation, provides as follows:
No director of the Corporation shall be liable to the Corporation
or its stockholders for monetary damages for breach of fiduciary duty as a
director, except for liability (i) for any breach of the director's duty of
loyalty to the Corporation or its stockholders, (ii) for acts or omissions
not in good faith or which involved intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the Delaware General
Corporation Law, or (iv) for any transaction from which the director
derived an improper personal benefit.
If the Delaware General Corporation Law is amended to authorize
corporate actions further eliminating or limiting the personal liability of
directors, then the liability of a director of the Corporation shall be
eliminated or limited to the fullest extent permitted by the Delaware
General Corporation Law, as so amended. Any repeal or modification of this
Article VII by the stockholders of the Corporation shall not adversely
affect any right or protection of a director of the
3
<PAGE>
Corporation existing at the time of such repeal or modification. The
Corporation may adopt such provision with respect to indemnification of
directors, officers or employees of the Corporation, consistent with this
Article VII, as may be set forth from time to time in the Bylaws of the
Corporation or a resolution adopted by the Board of Directors.
Company Bylaws
In accordance with Article VII of the Company's Restated Certificate of
Incorporation, Article VI of the Bylaws of the Company provides as follows:
INDEMNIFICATION
---------------
Section 1. Actions by Others. The Corporation (1) shall indemnify
-----------------
any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in
the right of the Corporation) by reason of the fact that he is or was a
director or an officer of the Corporation and (2) except as otherwise
required by Section 3 of this Article VI, may indemnify any person who was
or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of
the Corporation) by reason of the fact that he is or was an employee or
agent of the Corporation, or is or was serving at the request of the
Corporation as a director, officer, employee, agent of or participant in
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by him in connection
with such action, suit or proceeding if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests
of the Corporation, and, with respect to any criminal action or proceeding,
had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its
---- ----------
equivalent, shall not, of itself, create a presumption that the person did
not act in good faith and in a manner which he reasonably believed to be in
or not opposed to the best interests of the Corporation, and, with respect
to any criminal action or proceeding, had reasonable cause to believe that
his conduct was unlawful.
Section 2. Actions by or in the Right of the Corporation. The
---------------------------------------------
Corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed
action or suit by or in the right of the Corporation to procure a judgment
in its favor by reason of the fact that he or she is or was a director or
officer of the Corporation, and the Corporation may indemnify any person
who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
Corporation to procure a judgment in its favor by reason of the
4
<PAGE>
fact that he or she is or was an employee or agent of the Corporation or is
or was serving at the request of the Corporation as a director, officer,
employee, agent of or participant in another corporation, partnership,
joint venture, trust or other enterprise against expenses (including
attorneys' fees) actually and reasonably incurred by him or her in
connection with the defense or settlement of such action or suit if he or
she acted in good faith and in a manner he or she reasonably believed to be
in or not opposed to the best interests of the Corporation and except that
no indemnification shall be made in respect of any claim, issue or matter
as to which such person shall have been adjudged to be liable for
negligence or misconduct in the performance of his or her duty to the
Corporation unless and only to the extent that the Delaware Court of
Chancery or the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but
in view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which the Delaware Court
of Chancery or such other court shall deem proper.
Section 3. Successful Defense. To the extent that a person who is or
------------------
was a director, officer, employee or agent of the Corporation has been
successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in Section 1 or Section 2 of this Article, or in
defense of any claim, issue or matter therein, he shall be indemnified
against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith.
Section 4. Right to Indemnification. The right to indemnification
------------------------
conferred in this Article VI shall be a contract right and shall include
the right to be paid by the Corporation the expenses incurred in defending
any such proceeding in advance of its final disposition, such expenses to
be paid by the Corporation within 20 days after the receipt by the
Corporation of a statement or statements from the claimant requesting such
payment or payments of expenses from time to time; provided, however, that
-------- -------
if the DGCL requires, the payment of such expenses incurred by a director
or officer in his or her capacity as a director or officer (and not in any
other capacity in which service was or is rendered by such person while a
director or officer, including, without limitation, service to an employee
benefit plan) in advance of the final disposition of a proceeding, shall be
made only upon delivery to the Corporation of an undertaking by or on
behalf of such director or officer, to repay all amounts so advanced if it
shall ultimately be determined that such director or officer is not
entitled to be indemnified under this Article VI or otherwise.
Section 5. Specific Authorization. To obtain indemnification under
----------------------
this Article VI, a claimant shall submit to the Corporation a written
request, including therein or therewith such documentation and information
as is reasonably available to the claimant and is reasonably necessary to
determine whether and to what extent the claimant is entitled to
indemnification. Any indemnification
5
<PAGE>
under Section 1 or Section 2 of this Article VI (unless ordered by a court)
shall be made by the Corporation only as authorized in the specific case
upon a determination that indemnification of the director, officer,
employee or agent is proper in the circumstances because he has met the
applicable standard of conduct set forth in said Sections 1 and 2 of this
Article VI. Such determination shall be made by (a) the stockholders, (b)
the Disinterested Directors or a committee of such Disinterested Directors
designated by the Disinterested Directors by majority vote, in either case
even though less than a quorum, or (c) if (1) there are no Disinterested
Directors or if the Disinterested Directors by majority vote so direct, or
(2) a Change of Control shall have occurred, then, in the case of either of
clauses (1) and (2) of this clause (c), by an Independent Counsel in a
written opinion, which Independent Counsel shall be selected by a majority
vote of a quorum of Disinterested Directors or, if there are no
Disinterested Directors or if a Change of Control shall have occurred, by
the claimant. If it is so determined that the claimant is entitled to
indemnification, payment to the claimant shall be made within 10 days after
such determination.
Section 6. Suit Against Corporation. If a claim under Section 1 or 2
------------------------
of this Article VI is not paid in full by the Corporation within 30 days
after a written claim pursuant to Section 5 of this Article VI has been
received by the Corporation, the claimant may at any time thereafter bring
suit against the Corporation to recover the unpaid amount of the claim and,
if successful in whole or in part, the claimant shall be entitled to be
paid also the expense of prosecuting such claim. It shall be a defense to
any such action (other than an action brought to enforce a claim for
expenses incurred in defending any proceeding in advance of its final
disposition where the required undertaking, if any is required, has been
tendered to the Corporation) that the claimant has not met the standard of
conduct which makes it permissible under the DGCL or this Article VI for
the Corporation to indemnify the claimant for the amount claimed, but the
burden of proving such defense shall be on the Corporation. Neither the
failure of the Corporation (including its Board of Directors, Independent
Counsel or stockholders) to have made a determination prior to the
commencement of such action that indemnification of the claimant is proper
in the circumstances because he or she has met the applicable standard of
conduct set forth in the DGCL or this Article VI, nor an actual
determination by the Corporation (including its Board of Directors,
Independent Counsel or stockholders) that the claimant has not met such
applicable standard of conduct, shall be a defense to the action or create
a presumption that the claimant has not met the applicable standard of
conduct.
Section 7. Corporation Bound. If a determination shall have been
-----------------
made pursuant to Section 5 of this Article VI that the claimant is entitled
to indemnification, the Corporation shall be bound by such determination in
any judicial proceeding commenced pursuant to Section 6 of this Article VI.
Section 8. Preclusion. The Corporation shall be precluded from
----------
asserting in any judicial proceeding commenced pursuant to Section 6 of
this
6
<PAGE>
Article VI that the procedures and presumptions of this Article VI are
not valid, binding and enforceable and shall stipulate in such proceeding
that the Corporation is bound by all the provisions of this Article VI.
Section 9. Right of Indemnity Not Exclusive. The indemnification and
--------------------------------
advancement of expenses provided by this Article shall not be deemed
exclusive of any other rights to which those seeking indemnification may be
entitled under any by-law, agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in his official capacity and as
to action in another capacity while holding such office, and shall continue
as to a person who has ceased to be a director, officer, employee or agent
and shall inure to the benefit of the heirs, executors and administrators
of such a person.
Section 10. Insurance. The Corporation may purchase and maintain
---------
insurance on behalf of any person who is or was a director, officer,
employee or agent of the Corporation, or is or was serving at the request
of the Corporation as a director, officer, employee or agent of or
participant in another corporation, partnership, joint venture, trust or
other enterprise against any liability asserted against him and incurred by
him in any such capacity, or arising out of his status as such, whether or
not the Corporation would have the power to indemnify him against such
liability under the provisions of this Article, Section 145 of the DGCL or
otherwise.
Section 11. Invalidity of any Provisions of this Article. The
--------------------------------------------
invalidity or unenforceability of any provision of this Article VI shall
not affect the validity or enforceability of the remaining provisions of
this Article VI, and, to the fullest extent possible, such provisions of
this Article VI (including, without limitation, each such portion of any
Section of this Article VI containing any such provision held to be
invalid, illegal or unenforceable) shall be construed so as to give effect
to the intent manifested by the provision held invalid, illegal or
unenforceable.
Section 12. Definitions. For purposes of this Article VI:
-----------
(A) "Change of Control" means:
(1) the acquisition by any individual, entity or group (within
the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a
"Person") of beneficial ownership (within the meaning of Rule 13d-3
promulgated under the Exchange Act) of voting securities of the
Corporation where such acquisition causes such Person to own 20% or
more of the combined voting power of the then outstanding voting
securities of the Corporation entitled to vote generally in the
election of directors (the "Outstanding Corporation Voting
Securities"); provided, however, that for purposes of this paragraph
-------- -------
(1), the following acquisitions shall not be deemed to result in a
Change of Control: (i) any acquisition by Thiokol
7
<PAGE>
Corporation, a Delaware corporation("Thiokol"), (ii) any acquisition
directly from the Corporation, (iii) any acquisition by the
Corporation, (iv) any acquisition by any employee benefit plan (or
related trust) sponsored or maintained by the Corporation or any
corporation controlled by the Corporation or (v) any acquisition by
any corporation pursuant to a transaction that complies with clauses
(i), (ii) and (iii) of paragraph (3) below; provided, further, that if
-------- -------
any Person's beneficial ownership of the Outstanding Corporation
Voting Securities reaches or exceeds 20% as a result of a transaction
described in clause (ii) or (iii) above, and such Person subsequently
acquires beneficial ownership of additional voting securities of the
Corporation, such subsequent acquisition shall be treated as an
acquisition that causes such Person to own 20% or more of the
Outstanding Corporation Voting Securities; and provided, further, that
-------- -------
if at least a majority of the members of the Incumbent Board (as
defined below) determines in good faith that a Person has acquired
beneficial ownership (within the meaning of Rule 13d-3 promulgated
under the Exchange Act) of 20% or more of the Outstanding Corporation
Voting Securities inadvertently, and such Person divests as promptly
as practicable a sufficient number of shares so that such Person
beneficially owns (within the meaning of Rule 13d-3 promulgated under
the Exchange Act) less than 20% of the Outstanding Corporation Voting
Securities, then no Change of Control shall have occurred as a result
of such Person's acquisition; or
(2) individuals who, as of November 20, 1997, constitute the
Board of Directors (the "Incumbent Board") cease for any reason to
constitute at least a majority of the Board of Directors; provided,
--------
however, that any individual becoming a director subsequent to
-------
November 20, 1997, whose election, or nomination for election by the
Corporation's stockholders, was approved by a vote of at least a
majority of the directors then comprising the Incumbent Board, or by
Thiokol, shall be considered a member of the Incumbent Board, except
that, for this purpose, any such individual whose initial assumption
of office occurs as a result of an actual or threatened election
contest with respect to the election or removal of directors or other
actual or threatened solicitation of proxies or consents by or on
behalf of a Person other than the Board of Directors shall not be
considered a member of the Incumbent Board; or
(3) the consummation of a reorganization, merger or consolidation
or sale or other disposition of all or substantially all of the assets
of the Corporation or the acquisition of assets of another corporation
("Business Combination"); excluding, however, such a Business
Combination (i) involving Thiokol or any of its affiliates or (ii)
pursuant to which (A) all or substantially all of the individuals and
entities who were the beneficial owners of the Outstanding Corporation
Voting Securities immediately prior to such Business Combination
beneficially own, directly
8
<PAGE>
or indirectly, more than 60% of, respectively, the then outstanding
shares of common stock and the combined voting power of the then
outstanding voting securities entitled to vote generally in the
election of directors, as the case may be, of the corporation
resulting from such Business Combination (including, without
limitation, a corporation that as a result of such transaction owns
the Corporation or all or substantially all of the Corporation's
assets either directly or through one or more subsidiaries) in
substantially the same proportions as their ownership, immediately
prior to such Business Combination of the Outstanding Corporation
Voting Securities, (B) no Person (excluding any employee benefit plan
(or related trust) of the Corporation or such corporation resulting
from such Business Combination) beneficially owns, directly or
indirectly, 20% or more of, respectively, the then outstanding shares
of common stock of the corporation resulting from such Business
Combination or the combined voting power of the then outstanding
voting securities of such corporation except to the extent that such
ownership existed prior to the Business Combination and (C) at least a
majority of the members of the board of directors of the corporation
resulting from such Business Combination were members of the Incumbent
Board at the time of the execution of the initial agreement, or of the
action of the Board of Directors, providing for such Business
Combination; or
(4) approval by the stockholders of the Corporation of a complete
liquidation or dissolution of the Corporation.
(B) "Disinterested Director" means a director of the Corporation
who is not and was not a party to the matter in respect of which
indemnification is sought by the claimant.
(C) "Independent Counsel" means a law firm, a member of a law
firm, or an independent practitioner, that is experienced in matters
of corporation law and shall include any person who, under the
applicable standards of professional conduct then prevailing, would
not have a conflict of interest in representing either the Corporation
or the claimant in an action to determine the claimant's rights under
this Article VI.
Section 13. Notice. Any notice, request or other communication
------
required or permitted to be given to the Corporation under this Article VI
shall be in writing and either delivered in person or sent by telecopy,
telex, telegram, overnight mail or courier service, or certified or
registered mail, postage prepaid, return receipt requested, to the
Secretary of the Corporation and shall be effective only upon receipt by
the Secretary.
9
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Insurance
Section 145(g) of the DGCL provides that a corporation shall have power to
purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against any liability asserted against him and incurred by him in any such
capacity, or arising out of his status as such. The Company maintains
directors' and officers' liability insurance with such limits and retention
reflective of conditions in the insurance market for such coverages.
Registration Rights Agreement
In connection with the initial public offering of the Common Stock on
November 25, 1997, the Company entered into an amended and restated shareholders
agreement (the "Shareholders Agreement") and a registration rights agreement
(the "Registration Rights Agreement") with Carlyle-Blade Acquisition Partners,
L.P., a Delaware limited partnership ("Carlyle-Blade Partners"). Carlyle-Blade
Partners holds 22.7 percent of the Company's outstanding Common Stock and is
represented on the Board of Directors of the Company pursuant to the
Shareholders Agreement. In the Registration Rights Agreement, the Company
granted certain rights to Carlyle-Blade Partners with respect to the
registration under the Securities Act of the shares of the Common Stock owned by
Carlyle-Blade Partners and agreed to indemnify Carlyle-Blade Partners against
certain liabilities arising out of such registration of the Common Stock. (See
Exhibits 4.4 and 4.6.)
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
See Exhibit Index.
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
10
<PAGE>
of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Securities and Exchange Commission
("Commission") pursuant to Rule 424(b) if, in the aggregate, the changes
in volume and price represent no more than a 20 percent 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 the information required to be included in a post-
effective amendment by paragraphs (a)(1)(i) and (a)(1)(ii) above may be
contained in periodic reports filed with or furnished to the Commission by the
registrant pursuant to Section 13 or 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.
(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
Securities Act of 1933 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
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
11
<PAGE>
SIGNATURES
THE REGISTRANT. 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 by the undersigned thereunto duly authorized, in the Town
of Greenwich and the State of Connecticut, on April 17, 1998.
HOWMET INTERNATIONAL INC.
/s/ Roland A. Paul
--------------------
Roland A. Paul
Vice President - General 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
indicated on April 17, 1998.
NAME TITLE
- ---- -----
/s/ James R. Wilson* Director, Chairman of the Board
- ----------------------
/s/ David L. Squier* Director, President and Chief Executive Officer
- ----------------------
/s/ John C. Ritter* Senior Vice President and Chief Financial Officer
- -------------------
/s/ George Milano* Controller (Principal Accounting Officer)
- -------------------
/s/ William E. Conway* Director
- -----------------------
/s/ D. Larry Moore* Director
- --------------------
/s/ Edsel D. Dunford* Director
- ----------------------
/s/ Richard L. Corbin* Director
- -----------------------
/s/ James R. Mellor* Director
- ---------------------
/s/ James D. Woods* Director
- --------------------
*By /s/ Roland A. Paul
--------------------
Roland A. Paul
Attorney-In-Fact
12
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
- ------ ----------------------
4.1 Specimen Certificate of Common Stock of the Company (incorporated herein
by reference to Exhibit 4.1 to Amendment No. 3 to the Company's
Registration Statement on Form S-1 filed November 21, 1997 (registration
no. 333-37573)).
4.2 Specimen Certificate of the 9.0% Series A Senior Cumulative Preferred
Stock (incorporated herein by reference to Exhibit 4.2 to the Company's
Annual Report on Form 10-K for the fiscal year ended December 31, 1997).
4.3 IPO Agreement dated as of October 8, 1997 by and among the Company,
Thiokol Corporation, Thiokol Holding Company and Carlyle-Blade
Acquisition Partners, L.P. (incorporated herein by reference to Exhibit
4.2 to Amendment No. 2 to the Company's Registration Statement on Form
S-1 filed November 12, 1997 (registration no. 333-37573)).
4.4 Amended and Restated Shareholders Agreement dated as of December 2, 1997
by and among the Company, Thiokol Corporation, Thiokol Holding
Corporation and Carlyle-Blade Acquisition Partners, L.P. (incorporated
herein by reference to Exhibit 4.4 to the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 1997).
4.5 Corporate Agreement dated as of December 2, 1997 by and among the
Company, Thiokol Corporation and Thiokol Holding Corporation
(incorporated herein by reference to Exhibit 4.5 to the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1997).
4.6 Registration Rights Agreement dated as of December 2, 1997 by and
between the Company and Carlyle-Blade Acquisition Partners, L.P.
(incorporated herein by reference to Exhibit 4.6 to the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1997).
4.7 Registration Rights Agreement dated as of December 7, 1995, among Howmet
Corporation, BT Securities Corporation, and Lehman Brothers, Inc.
(incorporated herein by reference to Exhibit 4.1 to Howmet Corporation's
Registration Statement on Form S-4 filed January 9, 1996 (registration
no. 333-00200)).
4.8(a) Indenture dated as of December 7, 1995 between Howmet Corporation and
Marine Midland Bank, as Trustee (incorporated herein by reference to
Exhibit 4.2(a) to Howmet Corporation's Registration Statement on Form
S-4 filed January 9, 1996 (registration no. 333-00200)).
13
<PAGE>
4.8(b) Supplemental Indenture dated as of December 13, 1995 between Howmet
Corporation and Marine Midland Bank, as Trustee (incorporated herein by
reference to Exhibit 4.2 to Amendment no. 2 to Howmet Corporation's
Registration Statement on Form S-4 filed April 1, 1996 (registration no.
333-00200)).
4.8(c) Supplemental Indenture dated as of December 15, 1997 supplementing
Indenture dated December 7, 1995 between Howmet Corporation, as Issuer
and Marine Midland Bank, as Trustee (incorporated herein by reference to
Exhibit 4.8(c) to the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1997).
4.9 Copies of the executed original 10% Senior Subordinated Notes due 2003
of Howmet Corporation (the "Original Notes"), authenticated and
delivered by Marine Midland Bank as Trustee on December 7, 1995
(incorporated herein by reference to Exhibit 4.4 to Howmet Corporation's
Registration Statement on Form S-4 filed January 9, 1996 (registration
no. 333-00200)).
4.10 Form of 10% Senior Subordinated Notes due 2003 of Howmet Corporation
offered in exchange for the Original Notes (included in Exhibit 4.8(a)).
4.11 Credit Agreement dated as of December 16, 1997 among Howmet Corporation,
various institutions as Lenders, ABN AMRO Bank N.V. and Bankers Trust
Company as Co-Documentation Agents, and The First National Bank of
Chicago as Agent, together with certain collateral documents attached
thereto as exhibits, including the Pledge Agreements among Howmet Ltd.
and, Howmet S.A., Howmet Corporation, and the First National Bank of
Chicago (incorporated herein by reference to Exhibit 4.11 to the
Company's Annual Report on Form 10-K for the fiscal year ended December
31, 1997).
4.12 Blade Receivables Master Trust Amended and Restated Pooling and
Servicing Agreement dated April 18, 1996 among Blade Receivables
Corporation as Transferor, Howmet Corporation as Servicer and
Manufacturers and Traders Trust Company as Trustee together with certain
collateral documents attached thereto as exhibits, including the Amended
and Restated Receivables Purchase Agreement dated as of April 18, 1996
between Howmet Corporation and certain subsidiaries of Howmet
Corporation, as Settlors, and Blade Receivables Corporation as Buyer
(incorporated herein by reference to Exhibit 4.7 to Howmet Corporation's
Annual Report on Form 10-K for the fiscal year ended December 31, 1996).
4.13 Repurchase Agreement dated May 16, 1997 (under the Blade Receivables
Master Trust Amended and Restated Pooling and Servicing Agreement dated
April 16, 1996 (Exhibit 4.12)), among Howmet Corporation, Howmet Cercast
(U.S.A.), Inc., Howmet Refurbishment, Inc., Howmet-Tempcraft, Inc.,
Turbine Components Corporation, Blade Receivables Corporation, and
Manufacturers and Traders Trust Company, as Trustee (incorporated herein
14
<PAGE>
by reference to Exhibit 4.14 to the Company's Registration Statement on
Form S-1 filed October 9, 1997 (registration no. 333-37573)).
4.14 Amending Agreement dated August 29, 1997 (amending the Blade Receivables
Master Trust Amended and Restated Pooling and Servicing Agreement dated
April 18, 1996 (Exhibit 4.12)) among Blade Receivables Corporation,
Howmet Corporation, Manufacturers and Traders Trust Company, as Trustee,
Falcon Asset Securitization Corporation, Alpine Securitization Corp.,
Credit Suisse First Boston, New York Branch, and The First National Bank
of Chicago, as Agent for Falcon Asset Securitization Corporation and
Alpine Securitization Corp. (incorporated herein by reference to Exhibit
4.15 to the Company's Registration Statement on Form S-1 filed October
9, 1997 (registration no. 333-37573)).
4.15(a) Form of Amended Series A Note Due 1999 (incorporated herein by reference
to Exhibit 4.16(a) to Amendment No. 3 to the Company's Registration
Statement on Form S-1 filed November 21, 1997 (registration no. 333-
37573)).
4.15(b) Form of Series B Note Due 1999 (incorporated herein by reference to
Exhibit 4.16(b) to Amendment No. 3 to the Company's Registration
Statement on Form S-1 filed November 21, 1997 (registration no. 333-
37573)).
4.15(c) Form of Amendment No. 1 to Series B Notes (incorporated herein by
reference to Exhibit 4.16(c) to Amendment No. 3 to the Company's
Registration Statement on Form S-1 filed November 21, 1997 (registration
no. 333-37573)).
4.15(d) Form of Amended and Restated Series B Note Due 1999 (incorporated
herein by reference to Exhibit 4.16(d) to Amendment No. 3 to the
Company's Registration Statement on Form S-1 filed November 21, 1997
(registration no. 333-37573)).
4.15(e) Form of Amended Series C Note Due 1999 (incorporated herein by
reference to Exhibit 4.16(e) to Amendment No. 3 to the Company's
Registration Statement on Form S-1 filed November 21, 1997 (registration
no. 333-37573)).
5 Opinion of Roland A. Paul, Esq. with respect to legality of securities.*
23.1 Consent of Ernst & Young, LLP.*
23.2 Consent of Price Waterhouse*
23.3 Consent of Befec - Price Waterhouse*
23.4 Consent of Roland A. Paul, Esq. included in Exhibit 5.1.
24 Power of Attorney.*
* Filed herewith
15
<PAGE>
EXHIBIT 5
LEGAL OPINION
ROLAND A. PAUL, ESQ.
April 17, 1998
Securities and Exchange Commission
Division of Corporate Finance
450 Fifth Street N.W.
Stop 1-4
Washington, D.C. 20549-1204
RE: Howmet International Inc. Amended and Restated 1997 Stock Awards Plan
Ladies and Gentlemen:
I have acted as counsel for Howmet International Inc., a Delaware corporation
(the "Corporation") in connection with the registration of 5,000,000 shares of
the Corporation's Common Stock, $.01 par value per share, issuable under the
Howmet International Inc. Amended and Restated 1997 Stock Awards Plan (the
"Plan"). I have examined such documents, records and matters of law as I have
deemed necessary for purposes of this opinion, and based thereupon, I am of the
opinion that the shares of Common Stock, $.01 par value, of the Corporation
which may be issued, transferred or sold pursuant to the Plan will be, when
issued or transferred in accordance with the terms of the Plan, legally issued,
fully paid and nonassessable.
I consent to the incorporation of this legal opinion into the Corporation's
Registration Statement on Form S-8 being filed in connection with the foregoing
registration.
/s/ Roland A. Paul
----------------------
Roland A. Paul
Vice President - General Counsel
16
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the Howmet International Inc. Amended and Restated 1997 Stock
Awards Plan of our reports dated January 28, 1998, with respect to the financial
statements of Howmet International Inc. incorporated by reference in its Annual
Report (Form 10-K) for the year ended December 31, 1997 and the related
financial statement schedules included therein, filed with the Securities and
Exchange Commission.
/s/ Ernst & Young LLP
--------------------------
Ernst & Young LLP
April 15, 1998
Stamford, Connecticut
17
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of Howmet International Inc. (the "Company") of our report
dated July 11, 1996 which appears on page A-1 of the Company's Annual Report on
Form 10-K for the year ended December 31, 1997.
PRICE WATERHOUSE
Bristol, United Kingdom
April 15, 1998
18
<PAGE>
Exhibit 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of Howmet International Inc. (the "Company") of our
reports dated May 23, 1996 and May 15, 1996 which appear on pages A-2 and A-3,
respectively, of the Company's Annual Report on Form 10-K for the year ended
December 31, 1997.
Befec - Price Waterhouse
Paul Onillon
Paris, France
April 15, 1998
19
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
Each of the undersigned officers and directors of Howmet International
Inc., a Delaware corporation (the "Corporation"), hereby constitutes and
appoints David L. Squier, John C. Ritter, and Roland A. Paul, and each of them,
severally, as his attorney-in-fact and agent, with full power of substitution
and resubstitution, in his name and on his behalf, to sign in any and all
capacities a Registration Statement on Form S-8 (the "Registration Statement")
to be filed with the Securities and Exchange Commission (the "Commission") under
the Securities Act of 1933, as amended (the "Act"), covering the registration of
the Company's securities to be issued under the Corporation's 1997 Stock Awards
Plan, and any and all amendments (including post-effective amendments) and
exhibits to the Registration Statement, and any and all applications and other
documents relating thereto, with full power and authority to perform and do any
and all acts and things whatsoever which any such attorney or substitute may
deem necessary or advisable to be performed or done in connection with any or
all of the above-described matters, as fully as each of the undersigned could do
if personally present and acting, hereby ratifying and approving all acts of any
such attorney or substitute.
<TABLE>
<CAPTION>
NAME TITLE DATE
---- ----- ----
<S> <C> <C>
/s/ James R. Wilson Chairman of the Board and Director December 15, 1997
- ----------------------------
James R. Wilson
/s/ David L. Squier Director, President and Chief December 15, 1997
- ---------------------------- Executive Officer
David L. Squier (Principal Executive Officer)
/s/ William E. Conway, Jr. Director December 15, 1997
- ----------------------------
William E. Conway, Jr.
/s/ Richard L. Corbin Director December 15, 1997
- ----------------------------
Richard L. Corbin
/s/ Edsel D. Dunford Director December 15, 1997
- ----------------------------
Edsel D. Dunford
/s/ James R. Mellor Director December 15, 1997
- ----------------------------
James R. Mellor
/s/ D. Larry Moore Director December 15, 1997
- ----------------------------
D. Larry Moore
/s/ James D. Woods Director December 15, 1997
- ----------------------------
James D. Woods
/s/ John C. Ritter Senior Vice President and Chief December 15, 1997
- ---------------------------- Financial Officer
John C. Ritter (Principal Financial Officer)
/s/ George T. Milano Corporate Controller December 15, 1997
- ---------------------------- (Principal Accounting Officer)
George T. Milano
</TABLE>
20
