<PAGE>
As filed with the Securities and Exchange Commission on May 20, 1999
Registration No.333-73281
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------
AMENDMENT NO. 1 TO
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)
------------------
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. [_]
------------------
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
------------------
Richard R. Burkhart and Joseph H. Rice are selling up to 155,540 shares of
common stock of RTI International Metals, Inc. They may sell the stock in public
or private transactions, on or off United States exchanges, at prevailing market
prices, or at privately negotiated prices. On May 19, 1999, RTI stock closed on
the New York Stock Exchange at $13.0625 per share.
------------------
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.
------------------
May 20, 1999
<PAGE>
OTHER AVAILABLE INFORMATION
We are subject to the informational requirements of the Securities
Exchange Act of 1934, so we file reports, proxy statements and other information
with the Securities and Exchange Commission. You can read, inspect and copy
these documents at the public reference facilities maintained by the Commission
at the following locations.
. Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C.;
. 7 World Trade Center, New York, New York 10048; and
. Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60606.
The Commission maintains an internet site that contains material filed
electronically by us with the Commission which you can access at
http://www.sec.gov. Materials 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 our common stock is listed.
We have filed with the Commission a registration statement under the
Securities Act of 1933 for the common stock covered by this prospectus. The
prospectus includes all material information relating to the offering, but omits
some of the information contained in the registration statement. Additional
information concerning documents mentioned in this prospectus can also be found
in the exhibits to the registration statement. The registration statement and
the exhibits may be inspected without charge at the Commission's Washington,
D.C. reference facility and copies may be obtained from the Commission at
prescribed rates.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Commission allows RTI to "incorporate by reference" the
information it files with it, which means that RTI 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 RTI files later with the Commission will automatically update
and supersede this information. RTI incorporates by reference the following
documents:
. RTI's Annual Report on Form 10-K for the year ended December 31,
1998;
. All other reports filed by RTI under Section 13(a) or 15(d) of the
Exchange Act since December 31, 1998;
. The description of the common stock contained in RTI's Registration
Statement on Form 8-A12B (File No. 1-14437) dated August 21, 1998,
including any reports updating the description; and
. All documents subsequently filed by RTI with the Commission under
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the
termination of the offering of the shares covered by this
prospectus.
-2-
<PAGE>
You can get a free copy of any of the documents incorporated by
reference, except for the exhibits to the documents unless the exhibits are
themselves incorporated by reference. Call or write 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. RTI 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 became a holding company with RMI Titanium Company as its principal
subsidiary. At March 31, 1999, RTI had total assets of approximately $395
million and total shareholders' equity of approximately $297 million.
In 1998 RTI 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;
. distribute titanium and other corrosion resistant alloys to the
aerospace, chemical processing, oil and power generation industries;
and
. 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, telephone: (330) 544-7622.
PRICE RANGE OF COMMON STOCK AND DIVIDENDS
The common stock trades on the New York Stock Exchange under the
symbol RTI. Prior to October 1, 1998, common stock of RMI traded on the NYSE
under the symbol RTI. The following table shows the high and low sales prices
of the common stock and the common stock of RMI, as reported on the NYSE
Composite Tape, since 1997. We paid no dividends during this period.
<TABLE>
<CAPTION>
Sales Price Per Share
High Low
-------------- --------------
<S> <C> <C>
1997
First Quarter (RMI)............................ $28.00 $17.50
Second Quarter (RMI)........................... 28.00 20.00
Third Quarter (RMI)............................ 29.5625 20.5625
Fourth Quarter (RMI)........................... 26.1875 16.50
1998
First Quarter (RMI)............................ $24.6875 $20.00
Second Quarter (RMI)........................... 23.125 20.0625
Third Quarter (RMI)............................ 23.625 17.875
</TABLE>
-3-
<PAGE>
<TABLE>
<CAPTION>
Sales Price Per Share
High Low
-------------- --------------
<S> <C> <C>
Fourth Quarter (RTI)........................... 19.50 11.00
1999
First Quarter (RTI)............................ $15.875 $ 9.50
Second Quarter (Through May 19, 1999) (RTI).... 13.75 9.375
</TABLE>
We will determine whether to pay dividends based on our results of
operations, financial condition, regulatory constraints and other factors deemed
relevant by our board of directors. Preferred shareholders have a preferential
right to dividends. See "Description of Capital Stock" on page 7, below.
RISK FACTORS
You should consider the following factors before you invest in shares
of RTI's common stock.
Work Stoppage Adversely Affected Earnings
- -----------------------------------------
RMI Titanium Company experienced a work stoppage at its Niles, Ohio
plant from October 1, 1998 through April 12, 1999. The cost of the work
stoppage, including lost shipments, is estimated at $1.0 to $2.5 million per
month, so first quarter 1999 results were adversely impacted. Because of the
time required to complete an orderly recall of production and maintenance
workers, it is unlikely that a resumption to normal plant operating levels will
be completed until mid second quarter. This delay is likely to have a negative
impact on second quarter earnings as well as total year 1999 results, although
RTI is currently unable to quantify this impact on full-year results.
Reduced Backlog Could Adversely Affect Earnings
- -----------------------------------------------
As of March 31, 1999, our total order backlog was approximately
$266 million compared to $303 million at December 31, 1998. This resulted from
a softening in demand from the commercial aerospace markets. If this continues,
it could have an adverse affect on our results of operations and financial
condition.
Provisions Could Discourage Acquisitions and Dilute Shareholders
- ----------------------------------------------------------------
Certain provisions of RTI's articles of incorporation, code of
regulations, credit facility and Ohio law could discourage potential acquisition
proposals and could delay or prevent a change in control of RTI. RTI is
authorized to issue up to five million shares of preferred stock, the relative
rights and preferences of which may be fixed by RTI's board of directors,
subject to the provisions of RTI's articles of incorporation, without
shareholder approval. Although RTI has no present plans to issue any shares of
preferred stock, the future issuance of preferred stock may have the affect of
delaying, deferring or preventing a change in control of RTI or the payment of
dividends on common stock. The issuance of preferred stock could also adversely
affect the voting power of the holders of common stock, including the loss of
voting control to others.
-4-
<PAGE>
Change of Control Related to Outstanding Notes
- ----------------------------------------------
On March 31, 1999, RTI's largest stockholder, USX Corporation,
terminated its ownership interest in RTI by irrevocably depositing the 5,483,600
RTI shares owned by USX with Chase Manhattan Trust Company, N.A. The shares
constitute approximately 27% of RTI's outstanding shares. Chase Manhattan is
the trustee of a note indenture under which USX issued 6 3/4% exchangeable
notes due February 1, 2000. All of those notes are still outstanding. At
maturity, each note is mandatorily exchangeable for a number of shares of RTI
common stock on a variable basis up to one share per note depending on the
market price of the RTI common stock at maturity. RTI does not believe that any
of the note holders will exercise control over RTI as a result of the
distribution.
Dependence on Cyclical Aerospace Markets Could Impact Performance
- -----------------------------------------------------------------
RTI is largely dependent on the aerospace industry, and its
performance could be impacted by the cyclical nature of that industry.
Accordingly, if the titanium industry experiences an extended downturn, RTI may
require additional capital to maintain its operations and competitive position
and no assurance can be given that RTI will have access to capital when
required. As of December 31, 1998, the leading manufacturers of commercial
aircraft reported an aggregate of 3,095 planes under final order and deliverable
over the next five years. The comparable backlogs as of December 31, 1997 and
1996 were 2,753 planes and 2,370 planes, respectively. Recent announcements by
Boeing, however, regarding reductions in forecasted production rates in the
1999-2000 time frame could impact the overall demand for titanium products in
the near term.
New Product and Market Development Is Not Assured
- -------------------------------------------------
In an effort to lessen its dependence on the aerospace market and to
increase its participation in other markets, RTI has been devoting significant
resources to developing new markets and applications for its products,
principally in the oil and gas and geothermal energy production industries. RTI
cannot give any assurances as to the extent to which it will be able to develop
new markets for its products, the time required for development or the level of
demand for these products. The consequence of failure to develop these new
markets would be that RTI's dependence on the cyclical aerospace industry would
not be reduced.
Access to Capital Could Be Impaired
- -----------------------------------
RTI's credit agreement dated June 8, 1998 contains covenants
requiring, among other things, that RTI maintain a minimum ratio of consolidated
earnings before interest and taxes to consolidated interest expense and a
minimum consolidated net worth. If RTI is unable to comply with these
covenants, any borrowings under the credit agreement could become due and RTI's
ability to obtain capital could be impaired.
Raw Material Supplies and Conversion Services Could Be Interrupted
- ------------------------------------------------------------------
RTI is dependent on third parties for titanium sponge, its basic raw
material, and if RTI's ability to purchase sufficient quantities of sponge is
disrupted for any reason it could have a material adverse affect upon RTI. RTI
is also dependent upon the services of outside converters to perform important
conversion services on its products. An interruption of these functions could
have an adverse affect on RTI's business in the short term.
-5-
<PAGE>
Environmental Clean Up Costs Could be Material
- ----------------------------------------------
RTI is involved in investigative or cleanup projects under federal or
state environmental laws at a number of waste disposal sites, including a
Superfund site. RTI can give no assurance that additional environmental
investigation or remediation obligations at other locations will not be asserted
against it or entities for which it may be responsible, whether by contract or
by operation of law. The ultimate resolution of environmental matters could,
individually or in the aggregate, be material to RTI's consolidated financial
statements.
Russian Titanium Products Could Adversely Affect RTI
- ----------------------------------------------------
A Russian titanium producer has the largest rated capacity in the
world, although management believes practical capacity is substantially less.
Wrought products produced by this firm, including plate, sheet and pipe, are
entitled to favorable tariff treatment, as compared to unwrought products, such
as titanium sponge. This could allow Russian wrought products to be priced
favorably compared to those produced by RTI, while preventing RTI from
purchasing Russian titanium sponge on favorable terms.
USE OF PROCEEDS
RTI will not receive any of the proceeds from the sale of the shares
by Richard R. Burkhart and Joseph H. Rice. All proceeds from the sale of common
stock offered will be for the account of those individuals.
SELLING SHAREHOLDERS
The following table sets forth the following information:
. The name of each of the selling shareholders; and
. The number of shares of common stock which each selling shareholder
owned as of the date of this prospectus.
<TABLE>
<CAPTION>
Number of shares
Name of selling shareholder of common stock
- --------------------------- ----------------
<S> <C>
Richard R. Burkhart 92,300
Joseph H. Rice 77,770
</TABLE>
All of Mr. Rice's shares and 77,770 of Mr. Burkhart's shares may be sold under
this prospectus. Richard R. Burkhart is a director and officer of New Century
Metals and is Group Vice President of RTI. Joseph H. Rice was a director of New
Century Metals.
-6-
<PAGE>
DESCRIPTION OF CAPITAL STOCK
RTI has 50,000,000 shares of common stock and 5,000,000 shares of
preferred stock authorized. At May 1, 1999, there were 20,757,768 shares of
common stock, and no shares of preferred stock 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 RTI. For a more complete statement of those provisions, you
can refer to the articles of incorporation, which are filed as an exhibit to the
registration statement.
Common Stock
The holders of common stock are entitled to one vote per share. 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 RTI's articles of incorporation or
code of regulations. For an amendment to RTI's articles of incorporation, or a
merger or consolidation required to be approved by shareholders, a sale or
disposition of all or substantially all of the assets of RTI or a dissolution of
RTI a two-thirds vote is required. 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 outstanding preferred stock, in the event of a liquidation,
dissolution or winding up of RTI, holders of common stock are entitled to
participate equally, share for share, in all assets remaining after payment of
liabilities.
The holders of common stock may receive dividends as declared by RTI's
board of directors out of funds legally available for payment of dividends, when
and if any dividends are declared. Those dividends may be subject to the
payment of preferential dividends with respect to any outstanding preferred
stock. The payment by RTI of any dividends rests within the discretion of its
board of directors and will depend upon RTI's results of operations, financial
condition and capital expenditure plans, as well as other factors considered
relevant by the board of directors.
Preferred Stock
The preferred stock may be issued without shareholder approval.
Holders of preferred stock are entitled to one vote per share. If dividends on
preferred stock are cumulatively in arrears for six or more full quarters,
holders of preferred stock, voting together as a class, are entitled to elect
two additional directors of RTI.
Any shares of preferred stock outstanding have preference over the
rights of the common stock for dividends paid and assets distributed in the
event of liquidation or dissolution of RTI. Holders of preferred stock are not,
however, entitled to participate in the distribution of the assets of RTI in
excess of the liquidation price fixed by RTI's board of directors and all
accrued and unpaid dividends. Depending on the board of directors' discretion,
the holders of preferred stock may have rights to convert their preferred stock
into common stock. If the preferred stock is convertible, the stated capital
attributable to the converted shares will be adjusted so it is the same as the
stated capital of the common stock into which it is converted.
-7-
<PAGE>
The board of directors is authorized to determine the other specific
terms of the preferred stock to the extent that the terms are not otherwise
prescribed by law.
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 New
York Stock Exchange 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:
. 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;
. Block transactions in which a broker or dealer will attempt to sell
the shares as agent but may position and resell a portion of the
block as principal to facilitate the transaction;
. Purchases by a broker or dealer as principal and resale by the
broker or dealer for its account;
. An exchange distribution in accordance with the rules of the
exchange; and
. 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 those transactions, broker-
dealers or other financial institutions may engage in short sales of common
stock in the course of hedging the positions assumed with the selling
shareholders. The selling shareholders also may sell common stock short and
redeliver the shares to close out the 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 the broker-dealer or other
financial institution
-8-
<PAGE>
of the common stock offered under this prospectus, which the broker-dealer or
other financial institution may resell under this prospectus. It may be
necessary to supplement or amend this prospectus to reflect that type of
transaction. The selling shareholders also may pledge the shares registered
under this prospectus to a broker-dealer or other financial institution,
including affiliates of RTI, and, if a default occurs, the broker-dealer or
other financial institution may effect sales of the pledged common stock under
this prospectus. It may also be necessary to supplement or amend this prospectus
to reflect that type of transaction.
In addition, the selling shareholders may from time to time sell
shares in transactions under Rule 144 under the Securities Act.
RTI has agreed to bear all expenses incurred in connection with the
registration and qualification of the shares covered by this prospectus. In
addition, RTI and each selling shareholder is required 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 of which
this prospectus is a part.
LEGAL MATTERS
Legal matters in connection with the validity of the shares offered
were passed upon for RTI by Dawne S. Hickton, Vice President and General Counsel
for RTI.
EXPERTS
The consolidated financial statements of RTI included in RTI's 1998
Annual Report on Form 10-K as of December 31, 1998 and 1997 and for each of the
three years in the period ended December 31, 1998, were incorporated by
reference in this prospectus in reliance upon the report of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
that 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. The forward-looking statements
include, without limitation, statements regarding estimates of industry
shipments, the future availability and prices of raw materials, the availability
of capital on acceptable terms, the competitiveness of the titanium industry,
potential environmental liabilities, RTI's order backlog and the conversion of
that backlog into revenue, RTI's strategies and other statements contained in
this prospectus that are not historical facts. Because the 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 the 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), RTI'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 RTI
is able to develop new markets for its products, the time required for that
development and the level of demand for those products, changes in RTI's
business strategies, and other factors.
-9-
<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 RTI International Metals, Inc. since the date of this
prospectus or that the information contained in this prospectus is correct as of
any time subsequent to the date hereof.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Other Available Information................................................ 2
Incorporation of Certain Documents by Reference............................ 2
The Company................................................................ 3
Price Range of Common Stock and Dividends.................................. 3
Risk Factors............................................................... 4
Use of Proceeds............................................................ 6
Selling Shareholders....................................................... 6
Description of Capital Stock............................................... 7
Plan of Distribution....................................................... 8
Legal Matters.............................................................. 9
Experts.................................................................... 9
Certain Forward-Looking Statements......................................... 9
</TABLE>
================================================================================
155,540 SHARES
RTI INTERNATIONAL
METALS, INC.
COMMON STOCK
----------------
PROSPECTUS
----------------
MAY 20, 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:
<TABLE>
<S> <C>
Securities and Exchange Commission
registration fee $ 636.65
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 $23,136.65
</TABLE>
No expenses are to be borne by the selling shareholders, Richard R.
Burkhart and Joseph H. Rice.
Item 15. Indemnification Of Directors And Officers
RTI International Metals, Inc.'s (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.
II-1
<PAGE>
Item 16. Exhibits
The following exhibits are filed herewith or incorporated by reference
herein as part of this Registration Statement:
<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
23.2 Consent of PricewaterhouseCoopers LLP
</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.
II-2
<PAGE>
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 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 May 18, 1999.
RTI INTERNATIONAL METALS, INC.
(Registrant)
By: /s/ Timothy G. Rupert
-----------------------------------------
Timothy G. Rupert
Executive Vice President,
Principal Accounting Officer 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 May 18, 1999:
TIMOTHY G. RUPERT, Director, Executive Vice-President, Principal Accounting
Officer and Chief Financial Officer; JOHN H. ODLE, Director and Executive Vice
President; CRAIG R. ANDERSSON, 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 10-Q
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
23.2 Consent of PricewaterhouseCoopers LLP Filed herewith
</TABLE>
<PAGE>
Exhibit 23.2
Consent of Independent Accountants
----------------------------------
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of our report dated January 25, 1999, relating to the
financial statements of RTI International Metals, Inc., which appears on page 24
of RTI's Annual Report on Form 10-K for the year ended December 31, 1998. We
also consent to the reference to us under the heading "Experts" in this
Registration Statement.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Pittsburgh, Pennsylvania
May 20, 1999
