<PAGE>
As filed with the Securities and Exchange Commission on March 3, 1999
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------
RTI INTERNATIONAL METALS, INC.
(Exact name of registrant as specified in its charter)
Ohio 52-2115953
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1000 Warren Avenue
Niles, Ohio 44446
(330) 544-7700
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
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Timothy G. Rupert
Executive Vice President & Chief Financial Officer
RTI International Metals, Inc.
1000 Warren Avenue
Niles, Ohio 44446
(330) 544-7700
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
------------------
Approximate date of commencement of the proposed sale of the securities to the
public: From time to time after the effective date of this Registration
Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are being offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
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. [ ]
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. [ ]
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
Title of each class of securities to be Amount to be Proposed maximum offering Proposed maximum Amount of
registered registered price per share (1) aggregate price (1) registration fee
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<S> <C> <C> <C> <C>
Common Stock, $0.01 par value 155,540 (2) $10.53125 (3) $1,638,030.60 $482.89
==================================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee.
(2) Plus such indeterminate number of additional securities as may be issuable
as a dividend or other distribution with respect to, or in exchange for or
in replacement of, such shares of Common Stock.
(3) Calculated in accordance with Rule 457(c) under the Securities Act based
upon the average of the high and low price of the Common Stock on
March 1, 1999 as quoted on the New York Stock Exchange Composite Tape.
------------------
The registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>
PROSPECTUS
RTI INTERNATIONAL METALS, INC.
155,540 SHARES OF COMMON STOCK
($0.01 par value)
__________________
RTI International Metals, Inc.'s common stock trades on the New York
Stock Exchange under the ticker symbol "RTI". On March 2, 1999, the closing
sale price of a share of RTI's stock was $10.50.
__________________
The shareholders of RTI International Metals, Inc. ("RTI" or the
"Company") who are listed in this Prospectus are offering and selling up to
155,540 shares of RTI's common stock under this Prospectus. These selling
shareholders may also include anyone to whom the individuals listed in this
Prospectus have pledged, donated or otherwise transferred their shares. The
selling shareholders obtained their shares of RTI stock through RTI's purchase
of all of the outstanding stock of New Century Metals, Inc. ("NCM"), which is a
manufacturer and distributor of titanium, stainless steel and nickel.
__________________
The selling shareholders may offer their RTI stock through public or
private transactions, on or off United States exchanges, at prevailing market
prices, or at privately negotiated prices.
__________________
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved these securities, or determined if this
Prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
__________________
March 3, 1999
<PAGE>
OTHER AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"). Accordingly,
the Company files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). You can read, inspect
and copy any such reports, proxy statements and other information at the public
reference facilities maintained by the Commission at Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549; 7 World Trade Center, New York, New York
10048; and Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60606. Copies of such materials can be obtained from the Public
Reference Section of the Commission at Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549 at prescribed rates. Such material can also be inspected
at the offices of the New York Stock Exchange, 20 Broad Street, New York, New
York 10005, which is the stock exchange on which the Company's Common Stock is
listed. The Commission maintains an internet site that contains reports, proxy
statements and other information filed electronically by the Company with the
Commission which can be accessed at http://www.sec.gov.
The Company has filed with the Commission a Registration Statement
under the Securities Act of 1933, as amended, and the rules and regulations
promulgated thereunder (the "Securities Act") with respect to the common stock,
$0.01 par value (the "Common Stock"), to which this Prospectus relates. This
Prospectus omits certain of the information contained in the Registration
Statement, and reference is hereby made to the Registration Statement and to the
exhibits thereto for further information with respect to the Company and the
Common Stock offered hereby. Any statements contained herein concerning the
provisions of any document are not necessarily complete, and, in each instance,
reference is made to such copy filed as an exhibit to the Registration Statement
or otherwise filed with the Commission. Each such statement is qualified in its
entirety by such reference. The Registration Statement and the exhibits thereto
may be inspected without charge at the office of the Commission at Judiciary
Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and copies thereof may be
obtained from the Commission at prescribed rates.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Commission allows the Company to "incorporate by reference" the
information it files with them, which means that the Company can disclose
important information to you by referring you to those documents. The
information incorporated by reference is considered to be part of this
Prospectus, and information that the Company files later with the Commission
will automatically update and supersede this information. The Company
incorporates by reference the following documents filed by the Company, or filed
by RMI Titanium Company (now a wholly-owned subsidiary of the Company) prior to
October 1, 1998: (i) RMI Titanium Company's Annual Report on Form 10-K for the
year ended December 31, 1997; (ii) all other reports filed by RMI Titanium
Company or the Company as successor to RMI Titanium Company pursuant to Section
13(a) or 15(d) of the Exchange Act since December 31, 1997; and (iii) the
description of the Common Stock contained in the Company's Registration
Statement on Form 8-A12B (File No. 1-14437) dated August 21, 1998, including any
reports updating such description.
The Company also incorporates by reference all documents subsequently
filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Exchange Act prior to the termination of the offering of the
155,540 shares (the "Shares")made hereby from the date of filing of such
documents.
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<PAGE>
You may obtain, without charge, upon written or oral request, a copy
of any of the documents incorporated by reference, except for the exhibits to
such documents (other than the exhibits expressly incorporated in such documents
by reference). Requests should be directed to Dawne S. Hickton, Esq., Vice
President and General Counsel, RTI International Metals, Inc., 1000 Warren
Avenue, Niles, Ohio 44446-7701 (telephone number 330-544-7818). You should rely
only on the information incorporated by reference or provided in this Prospectus
or any supplement. The Company has not authorized anyone else to provide you
with different information. You should not assume that the information in this
Prospectus or any supplement is accurate as of any date other than the date on
the front of these documents.
THE COMPANY
RTI was incorporated in 1998 under the laws of Ohio. In October,
1998, RTI shares were exchanged for shares of RMI Titanium Company, with the
result that RTI became a holding company, and RMI Titanium Company became its
principal subsidiary. At December 31, 1997, RMI Titanium Company, which is a
wholly-owned subsidiary of RTI, had total assets of approximately $291 million
and total shareholders' equity of approximately $221 million.
RTI has since acquired New Century Metals, Inc. and formed RTI Energy
Systems, Inc., which are also principal subsidiaries of RTI. RTI's subsidiaries
produce and fabricate titanium, and distribute titanium and other corrosion
resistant alloys to the aerospace, chemical processing, oil and power generation
industries. RTI's subsidiaries also provide engineering and fabrication
services for the oil and gas industry, including weld design and repair
services, and materials engineering and testing services. RTI's principal
executive offices are located at 1000 Warren Avenue, Niles, Ohio, and its
telephone number at that address is (330) 544-7622.
THE ACQUISITION
On October 1, 1998 RTI acquired all of the outstanding stock of New
Century Metals, Inc. pursuant to a stock purchase agreement, dated the same date
(the "Agreement"). The Agreement was entered into by RTI, NCM, and by Richard
R. Burkhart and Joseph H. Rice, the shareholders of NCM. RTI Common Stock was
used, in part, to pay for the NCM stock that was acquired from Messrs. Burkhart
and Rice.
Under the Agreement, Messrs. Burkhart and Rice, the former
shareholders of NCM, are entitled to certain registration rights with respect to
the shares of RTI Common Stock issued in consideration of their NCM shares.
Under the Agreement, each of them was also required to agree to abide by the
transfer restrictions generally applicable to unregistered shares under state
and federal securities laws.
PRICE RANGE OF COMMON STOCK AND DIVIDENDS
The Common Stock is listed and traded on the New York Stock Exchange
(the "NYSE") under the symbol RTI and has been listed on the NYSE since October
1, 1998, at the time the shareholders of the Company's now wholly-owned
subsidiary RMI Titanium Company ("RMI") approved the proposal to reorganize into
a holding company structure. Prior to that time, common stock of RMI was listed
and traded on the NYSE under the symbol RTI. The following table sets forth for
the periods indicated the high and the low sales prices of the Common Stock and
the common stock of RMI, as reported on the NYSE Composite Tape, and the cash
dividends declared per share for the periods indicated.
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<PAGE>
<TABLE>
<CAPTION>
Sales Price Per Share
Dividends Per
High Low Share
---- --- -------------
<S> <C> <C> <C> <C>
1997
First Quarter (RMI)................................ $28.00 $17.50 $0
Second Quarter (RMI)............................... 28.00 20.00 0
Third Quarter (RMI)................................ 29.5625 20.5625 0
Fourth Quarter (RMI)............................... 26.1875 16.50 0
1998
First Quarter (RMI)................................ $24.6875 $20.00 $0
Second Quarter (RMI)............................... 23.125 20.0625 0
Third Quarter (RMI)................................ 23.625 17.875 0
Fourth Quarter (RTI)............................... 19.50 11.00 0
1999
First Quarter (Through March 2, 1999) (RTI) $14.875 $10.50 $0
</TABLE>
See the cover page of this Prospectus or of the Prospectus Supplement,
if any, accompanying this Prospectus for the last sales price of the Common
Stock reported on the NYSE Composite Tape as of a recent date.
Dividends on the Common Stock will be determined in light of the
Company's results of operations, financial condition, regulatory constraints and
other factors deemed relevant by the Company's Board of Directors. Payments of
dividends on Common Stock are subject to preferential rights which might be
provided for regarding any outstanding preferred stock of the Company. See
"Description of Capital Stock" below.
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of the
Shares by the selling shareholders named herein or their respective pledgees,
donees, transferees or other successors in interest (individually the "Selling
Shareholder" or in the aggregate the "Selling Shareholders"). All proceeds from
the sale of Common Stock offered hereby will be for the account of the Selling
Shareholders, as described below.
SELLING SHAREHOLDERS
The following table sets forth certain information as of the date of
this Prospectus with respect to shares of Common Stock which are covered by this
Prospectus. In particular, the information includes the name of each of the
Selling Shareholders, the nature of any position, office or other material
relationship that such Selling Shareholder has had within the past three years
with the Company or an affiliate of the Company and the number of shares of
Common Stock which each such Selling Shareholder owned as of the date of this
Prospectus and which are covered by this Prospectus.
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<PAGE>
Number of Shares of Common
Stock which may be sold pursuant
Name of Selling Shareholder to the Prospectus
---------------------------- -----------------
Richard R. Burkhart (1) 77,770
Joseph H. Rice (2) 77,770
(1) This individual is a director and officer of NCM and is Group Vice-
President of the Company.
(2) This individual was a director of NCM.
DESCRIPTION OF CAPITAL STOCK
The authorized capital stock of the Company consists of 30,000,000
shares of Common Stock, of which as of December 31, 1998 20,719,758 shares were
issued and outstanding, and 5,000,000 shares of preferred stock, without par
value (the "Preferred Stock"), of which as of the date of this Prospectus no
shares are issued and outstanding.
The following description of the Common Stock and the Preferred Stock
is summarized from the relevant provisions of the amended and restated Articles
of Incorporation of the Company (the "Articles"). For a complete statement of
such provisions, reference is made to the Articles, which are filed as an
Exhibit to the Registration Statement. Whenever particular provisions of any
such documents or terms defined therein are referred to, such provisions or
definitions are incorporated by reference as a part of the statements made, and
such statements are qualified in their entirety by such reference.
Common Stock
The holders of the Common Stock are entitled to one vote per share of
record on all matters to be voted upon by shareholders. At a meeting of
shareholders at which a quorum is present, a majority of the votes cast decides
all questions, unless the matter is one upon which a different vote is required
by express provision of law or the Company's Articles or Code of Regulations. A
different vote is required in order to effect any amendment to the Company's
Articles, any merger or consolidation, if under Ohio law such merger or
consolidation would have to be submitted to the shareholders of the Company for
action, any sale or disposition of all or substantially all of the assets of the
Company or any dissolution of the Company. In those cases, the approval of
holders of shares representing two-thirds of the voting power of the Company
and, if a class vote is otherwise required by applicable law, approval of the
holders of shares representing two-thirds of the voting power of any shares
voting separately as a class, is required. Any such other action, unless
otherwise expressly required by statute or by the Company's Articles, may be
taken by vote, consent, waiver or release of the holders of shares entitling
them to exercise a majority of the voting power of the Company or of such class
or classes. Cumulative voting is not permitted with respect to the election of
directors.
The holders of Common Stock have no preemptive rights and have no
rights to convert their Common Stock into any other securities. Subject to the
rights of holders of Preferred Stock, if any shares of Preferred Stock are then
outstanding, in the event of a liquidation, dissolution or winding up of the
Company, holders of Common Stock are entitled to participate equally, share for
share, in all assets remaining after payment of liabilities.
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<PAGE>
The holders of Common Stock are entitled to receive ratably such
dividends as the Board of Directors may declare out of funds legally available
therefor, when and if so declared, subject to the payment of preferential
dividends with respect to any Preferred Stock that from time to time may be
outstanding. The payment by the Company of dividends, if any, rests within the
discretion of its Board of Directors and will depend upon the Company's results
of operations, financial condition and capital expenditure plans, as well as
other factors considered relevant by the Board of Directors.
Preferred Stock
In addition to the authorized shares of Common Stock, the authorized
capital stock of the Company includes 5,000,000 shares of Preferred Stock,
without par value. Generally, any shares of Preferred Stock outstanding will
have preference over and will be senior to the rights of the Common Stock with
respect to the payment of dividends and the distribution of assets in the event
of liquidation or dissolution of the Company.
PLAN OF DISTRIBUTION
The Selling Shareholders may offer Shares from time to time depending
on market conditions and other factors, in one or more transactions on the NYSE
or other securities exchanges on which the Shares are traded, in the over-the-
counter market or otherwise, at market prices prevailing at the time of sale, at
negotiated prices or at fixed prices. The Shares may be offered in any manner
permitted by law, including through underwriters, brokers, dealers or agents,
and directly to one or more purchasers. Sales of Shares may involve (i) sales
to underwriters who will acquire Shares for their own account and resell them in
one or more transactions at fixed prices or at varying prices determined at the
time of sale, (ii) block transactions in which the broker or dealer so engaged
will attempt to sell the Shares as agent but may position and resell a portion
of the block as principal to facilitate the transaction, (iii) purchases by a
broker or dealer as principal and resale by such broker or dealer for its
account, (iv) an exchange distribution in accordance with the rules of any such
exchange, and (v) ordinary brokerage transactions and transactions in which a
broker solicits purchasers. Brokers and dealers may receive compensation in the
form of underwriting discounts, concessions or commissions from the Selling
Shareholders and/or purchasers of Shares for whom they may act as agent (which
compensation may be in excess of customary commissions). The Selling
Shareholders and any broker or dealer that participates in the distribution of
Shares may be deemed to be underwriters and any commissions received by them and
any profit on the resale of Shares positioned by a broker or dealer may be
deemed to be underwriting discounts and commissions under the Securities Act.
In the event a Selling Shareholder engages an underwriter in connection with the
sale of the Shares, to the extent required, a Prospectus Supplement will be
distributed, which will set forth the number of Shares being offered and the
terms of the offering, including the names of the underwriters, any discounts,
commissions and other items constituting compensation to underwriters, dealers
or agents, the public offering price and any discounts, commissions or
concessions allowed or reallowed or paid by underwriters to dealers.
In connection with distributions of the Common Stock or otherwise, the
Selling Shareholders may enter into hedging transactions with broker-dealers or
other financial institutions. In connection with such transactions, broker-
dealers or other financial institutions may engage in short sales of Common
Stock in the course of hedging the positions they assume with the Selling
Shareholders. The Selling Shareholders also may sell Common Stock short and
redeliver the Shares to close out such short positions. The Selling
Shareholders also may enter into option or other transactions with broker-
dealers or other financial institutions which require the delivery to such
broker-dealer or other financial institution of the Common Stock offered hereby,
which Common Stock such broker-dealer or other
-6-
<PAGE>
financial institution may resell pursuant to this Prospectus (as supplemented or
amended, to the extent required, to reflect such transaction). The Selling
Shareholders also may pledge the Shares registered hereunder to a broker-dealer
or other financial institution, including affiliates of the Company, and, upon a
default, such broker-dealer or other financial institution may effect sales of
the pledged Common Stock pursuant to this Prospectus (as supplemented or
amended, to the extent required, to reflect such transaction).
In addition, the Selling Shareholders may from time to time sell
Shares in transactions under Rule 144 under the Securities Act.
Pursuant to the Agreement, the Company agreed to use its reasonable
best efforts to complete the following actions at its expense: (i) to prepare
and file with the Commission a registration statement with respect to all shares
of Common Stock which may be issuable to the shareholders of NCM under the
Agreement; (ii) to cause such registration statement to become effective within
180 days of October 1, 1998 in order to register the shares of Common Stock
issued to the holders of NCM common stock pursuant to the Agreement for resale
by such holders; and (iii) to maintain the effectiveness of such registration
statement for a period of two years after October 1, 1998. Pursuant to the
Agreement, the Company agreed to bear all expenses incurred in connection with
the registration and qualification of the shares registered. In addition, the
Company and each shareholder of NCM is required under the Agreement, to agree to
a customary form of indemnification in order to indemnify and hold each other
harmless against any liability in connection with the registration statement
prepared in connection with registering the shares of Common Stock issued in the
acquisition.
Until such time as the registration statement is filed with the
Commission and declared effective, the resale of the shares of Common Stock
received by the shareholders of NCM in the acquisition is not permitted, except
in reliance upon an appropriate exemption under the Securities Act. As a
condition to consummation of the Merger, each NCM shareholder receiving Shares
agreed to abide by the transfer restrictions applicable to unregistered shares
under state and federal securities laws.
LEGAL MATTERS
Certain legal matters in connection with the validity of the Shares
offered hereby have been passed upon for the Company by Dawne S. Hickton, Vice
President and General Counsel for the Company.
EXPERTS
The consolidated financial statements of RMI included in RMI's 1997
Annual Report on Form 10-K as of December 31, 1997 and 1996 and for each of the
three years in the period ended December 31, 1997, which are incorporated by
reference in this Prospectus, have been so incorporated in reliance upon the
report of PricewaterhouseCoopers LLP, independent accountants, given on the
authority of said firm as experts in accounting and auditing.
CERTAIN FORWARD-LOOKING STATEMENTS
Certain statements incorporated by reference or made in this
Prospectus are "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. Such forward-looking statements
include, without limitation, statements regarding estimates of
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<PAGE>
industry shipments, the future availability and prices of raw materials, the
availability of capital on acceptable terms, the competitiveness of the titanium
industry, the impact of year 2000, potential environmental liabilities, the
Company's order backlog and the conversion of that backlog into revenue, the
Company's strategies and other statements contained herein that are not
historical facts. Because such forward-looking statements involve risks and
uncertainties, there are important factors that could cause actual results to
differ materially from those expressed or implied by such forward-looking
statements. Factors that could cause actual results to differ materially
include, but are not limited to, changes in global economic and business
conditions (including in the aerospace markets), the Company's ability to
recover its raw material costs in the pricing of its products, the availability
of capital on acceptable terms, actions of competitors, the extent to which the
Company is able to develop new markets for its products, the time required for
such development and the level of demand for such products, changes in the
Company's business strategies, and other factors.
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<PAGE>
================================================================================
No person has been authorized to give any information or to make any
representations other than those contained in this Prospectus, and, if given or
made, such information or representations must not be relied upon as having been
authorized. This Prospectus does not constitute an offer to sell or the
solicitation of an offer to buy any securities other than the securities offered
by this Prospectus or an offer to sell or the solicitation of an offer to buy
such securities in any circumstances in which such offer or solicitation is
unlawful. Neither the delivery of this Prospectus nor any sale made hereunder
shall, under any circumstances, create any implication that there has been no
change in the affairs of the Company since the date of this Prospectus or that
the information contained herein is correct as of any time subsequent to the
date hereof.
TABLE OF CONTENTS
Page
----
Other Available Information...................... 2
Incorporation of Certain Documents by Reference.. 2
The Company...................................... 3
The Acquisition.................................. 3
Price Range of Common Stock and Dividends........ 3
Use of Proceeds.................................. 4
Selling Shareholders............................. 4
Description of Capital Stock..................... 5
Plan of Distribution............................. 6
Legal Matters.................................... 7
Experts.......................................... 7
Certain Forward-Looking Statements............... 7
=====================================================
================================================================================
155,540 SHARES
RTI INTERNATIONAL
METALS, INC.
COMMON STOCK
----------------
PROSPECTUS
----------------
MARCH 3, 1999
================================================================================
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses Of Issuance And Distribution
Estimated expenses of the Registrant in connection with the issuance
and distribution of the Registrant's Common Stock are as follows:
Securities and Exchange Commission
registration fee $ 482.89
Transfer Agent and Registrar Fees $ 1,000.00
Accounting fees and expenses $ 5,000.00
Printing $ 3,500.00
Legal fees and expenses $10,000.00
Listing Fees $ 0
Other $ 3,000.00
==========
Total Expenses $22,982.89
No expenses are to be borne by the Selling Shareholders.
Item 15. Indemnification Of Directors And Officers
The Company's Code of Regulations effectively provide that the
Company, to the full extent permitted by Section 1701.13 of the Ohio Revised
Code, as amended from time to time ("Section 1701.13"), shall indemnify all
directors and officers of the Company and may indemnify all employees,
representatives and other persons as permitted pursuant thereto.
Section 1701.13 of the Ohio Revised Code permits a corporation to
indemnify its officers, directors and employees (other than in certain cases
involving bad faith, negligence or misconduct) from and against any and all
claims and liabilities to which he or she may become subject by reason of his or
her position, or acts or commissions in such position, including reasonable
costs of defense and settlements (except in connection with shareholder
derivative suits, where indemnification is limited to the costs of defense).
Ohio law also permits corporations to provide broader indemnification than that
provided by statute.
The Company maintains insurance against liabilities under the
Securities Act of 1933 (the "Securities Act") for the benefit of its officers
and directors.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or persons controlling
the Company pursuant to the foregoing provisions, the Company has been informed
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is therefore unenforceable.
Item 16. Exhibits
The following exhibits are filed herewith or incorporated by reference
herein as part of this Registration Statement:
II-1
<PAGE>
<TABLE>
<CAPTION>
Number Description
------ -----------
<C> <S>
4.1 RTI International Metal's amended and restated Articles of Incorporation
4.2 RTI International Metal's Code of Regulations
5.1 Opinion of Dawne S. Hickton, Esq., as to the legality of the Common Stock
23.1 Consent of Dawne S. Hickton, Esq. (included in Exhibit 5.1)
23.2 Consent of PricewaterhouseCoopers LLP
24.1 Power of Attorney
</TABLE>
Item 17. Undertakings
The 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 this 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 this Registration
Statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this Registration Statement or
any material change to such information in this Registration Statement;
Provided, however, that paragraphs (1)(i) and (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 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 this
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.
(4) 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 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in this 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.
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 any provision or
II-2
<PAGE>
arrangement whereby the Registrant may indemnify a director, officer or
controlling person of the Registrant against liabilities arising under the
Securities Act of 1933, 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
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
II-3
<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
of the requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Niles, State of Ohio, on February 25, 1999.
RTI INTERNATIONAL METALS, INC.
(Registrant)
By: /s/ Timothy G. Rupert
--------------------------------
Timothy G. Rupert
Executive Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on March 1, 1999:
TIMOTHY G. RUPERT, Director and Executive Vice-President and Chief Financial
Officer (Principal Executive Officer); JOHN H. ODLE, Director and Executive Vice
President; CRAIG R. ANDERSON, Director; NEIL A. ARMSTRONG, Director; DANIEL I.
BOOKER, Director; RONALD L. GALLATIN, Director; CHARLES C. GEDEON, Director;
ROBERT M. HERNANDEZ, Director and Chairman of the Board; WESLEY W. von SCHACK,
Director.
By /s/ Dawne S. Hickton
--------------------------------
Dawne S. Hickton
Attorney-in-Fact
S-1
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Number Description Method of Filing
<C> <S> <C>
4.1 RTI International Metal's amended and Previously filed as Exhibit 3.1 to Form 8-K
restated Articles of Incorporation (1-14437) and incorporated herein by
reference
4.2 RTI International Metal's Code of Regulations Previously filed as Exhibit 3.3 to
Registration Statement on Form S-4
(333-61935) and incorporated herein by
reference
5.1 Opinion of Dawne S. Hickton, Esq., as to the Filed herewith
legality of the Common Stock
23.1 Consent of Dawne S. Hickton, Esq. (included Filed herewith
in Exhibit 5.1)
23.2 Consent of PricewaterhouseCoopers LLP Filed herewith
24.1 Power of Attorney Filed herewith
</TABLE>
<PAGE>
Exhibit 5.1
OPINION AND CONSENT OF DAWNE S. HICKTON, ESQ.
February 23, 1999
RTI International Metals, Inc.
1000 Warren Avenue
Niles, Ohio 44446
Re: Registration Statement on Form S-3
----------------------------------
Gentlemen:
I am General Counsel of RTI International Metals, Inc., an Ohio
corporation (the "Company"), and in that capacity, have acted as counsel for the
Company in connection with the Registration Statement on Form S-3 being filed
with the Securities and Exchange Commission (the "Registration Statement") for
the purpose of registering under the Securities Act of 1933, as amended (the
"Act"), 155,540 shares of Common Stock, $0.01 par value, of the Company (the
"Common Stock"), which are being offered for sale by certain shareholders (the
"Shareholders") of the Company. This opinion is being furnished pursuant to the
requirements of Form S-3 and Item 601 of Regulation S-K under the Act.
In furnishing this opinion, I have examined the originals, or copies
thereof identified to my satisfaction, of such corporate records of the Company
and such other documents, records, opinions and papers as I have deemed
necessary or appropriate in order to give the opinions hereinafter set forth.
In such examination, I have assumed the genuineness of all signatures, the
authenticity of all documents submitted to me as originals and the conformity to
original documents of all documents submitted to me as certified or photostatic
copies.
Based on the foregoing, I am of the opinion that:
1. The Company has been duly organized and is a validly existing
corporation under the laws of the State of Ohio;
2. The 155,540 shares of Common Stock which are being registered
under the Registration Statement are legally issued, fully paid and non-
assessable.
I hereby consent to the filing of my opinion as Exhibit 5.1 to the
Registration Statement. By giving such consent, I do not thereby admit that I
am within the category of persons whose consents are required under Section 7 of
the Act.
Very truly yours,
/s/ Dawne S. Hickton
-------------------------------
Dawne S. Hickton
<PAGE>
Exhibit 23.2
Consent of Independent Accountants
----------------------------------
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of RTI
International Metals, Inc. of our report dated January 23, 1998 appearing on
page 23 of RMI Titanium Company's Annual Report on Form 10-K for the year ended
December 31, 1997. We also consent to the reference to us under the heading
"Experts" in such Prospectus.
/s/ PricewaterhouseCoopers LLP
PRICEWATERHOUSECOOPERS LLP
March 1, 1999
<PAGE>
Exhibit 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned does hereby make, constitute and appoint Timothy G. Rupert
and/or Dawne S. Hickton, or either of them, my true and lawful attorneys-in-fact
to sign and execute for me and on my behalf a registration statement or
statements on Form S-3, or on such form as the Securities and Exchange
Commission shall deem appropriate, and any and all amendments thereto, to be
filed with the Securities and Exchange Commission pursuant to the Securities Act
of 1933, as amended, in such form as either or both of them may approve, and to
do any and all other acts which said attorney-in-fact may deem necessary or
desirable to enable RTI International Metals, Inc. to comply with said Act and
the rules and regulations thereunder in connection with the issuance of 155,540
shares of common stock by RTI International Metals, Inc.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 1st day of
March, 1999.
/s/ Timothy G. Rupert
------------------------------
/s/ John H. Odle
------------------------------
/s/ Craig R. Anderson
------------------------------
/s/ Neil A. Armstrong
------------------------------
/s/ Daniel I. Booker
------------------------------
/s/ Ronald L. Gallatin
------------------------------
/s/ Charles C. Gedeon
------------------------------
/s/ Robert M. Hernandez
------------------------------
/s/ Wesley W. von Schack
------------------------------
