<PAGE> 1
As filed with the Securities and Exchange Commission on October 28, 1999
REGISTRATION NO. 333-_________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
-----------------
QUANEX CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 38-1872178
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1900 WEST LOOP SOUTH, SUITE 1500
HOUSTON, TEXAS 77027
(Address of Principal Executive Offices) (Zip Code)
QUANEX CORPORATION EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
--------------------
TERRY M. MURPHY
QUANEX CORPORATION
1900 WEST LOOP SOUTH, SUITE 1500
HOUSTON, TEXAS 77027
(Name and address of agent for service)
(713) 961-4600
(Telephone number, including area code, of agent for service)
-----------------
With Copy to:
HARVA R. DOCKERY
FULBRIGHT & JAWORSKI L.L.P.
2200 ROSS AVENUE, SUITE 2800
DALLAS, TEXAS 75201-9975
(214) 855-8000
-----------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
============================================================================================================================
PROPOSED PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO MAXIMUM OFFERING AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED BE REGISTERED PRICE PER UNIT(2) PRICE(2) REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock
$.50 par value 250,000(1) $21.4375 $5,359,375 $1,490
----------- ------------- ------------
Rights to purchase Series A Junior
Participating Preferred Stock 250,000(1)
============================================================================================================================
</TABLE>
(1) Represents additional shares and accompanying Rights registered for
purchase under the Quanex Corporation Employee Stock Purchase Plan (the
"Plan"). The number of shares and accompanying Rights registered hereunder
does not include the 200,000 shares registered under that certain
Registration Statement on Form S-8, Reg. No. 33-57235, filed with the
Commission on January 11, 1995.
(2) Pursuant to rule 457(h), the proposed maximum offering price is estimated,
solely for the purpose of determining the registration fee, on the basis of
the average high and low prices of the Common Stock on the NYSE on October
22, 1999.
================================================================================
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This Registration Statement registers additional securities of the same
class as other securities for which a registration statement on this Form
(Registration No. 33-57235, the "Earlier Registration Statement") relating to
the Quanex Corporation Employee Stock Purchase Plan (the "Plan") is effective.
Pursuant to Instruction E to Form S-8, the contents of the Earlier Registration
Statement are incorporated herein by reference.
ITEM 8. EXHIBITS
4.1 Quanex Corporation Employee Stock Purchase Plan, as amended as
of October 15, 1999
23.1 - Consent of Deloitte & Touche LLP.
24.1 - Powers of Attorney from certain members of the Board of
Directors of the Company (contained on page II-3).
II-2
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, State of Texas, on October 28, 1999.
QUANEX CORPORATION
By: /s/ Vernon E. Oechsle
-------------------------------------------------
Vernon E. Oechsle
Chairman of the Board and Chief Executive Officer
(Principal Executive Officer)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Vernon E. Oechsle, James H. Davis, Terry
M. Murphy, Viren M. Parikh and Thomas R. Royce, or any of them, his true and
lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement, and to file the same and all exhibits thereto,
and all documents in connection therewith, with the Securities and Exchange
Commission, granting said attorney-in-fact and agent, and any of them, full
power and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent, or any of them, or his or their substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Vernon E. Oechsle Chairman of the Board and
- ------------------------------------------- Chief Executive Officer October 28, 1999
Vernon E. Oechsle (Principal Executive Officer)
/s/ James H. Davis President and
- ------------------------------------------- Chief Operating Officer October 28, 1999
James H. Davis (Principal Operating Officer)
/s/ Donald G. Barger, Jr. Director October 28, 1999
- -------------------------------------------
Donald G. Barger, Jr.
/s/ Susan F. Davis Director October 28, 1999
- -------------------------------------------
Susan F. Davis
/s/ Russell M. Flaum Director October 28, 1999
- -------------------------------------------
Russell M. Flaum
</TABLE>
II-3
<PAGE> 4
<TABLE>
<S> <C> <C>
/s/ John D. O'Connell Director October 28, 1999
- -------------------------------------------
John D. O'Connell
/s/ Carl E. Pfeiffer Director October 28, 1999
- -------------------------------------------
Carl E. Pfeiffer
/s/ Vincent R. Scorsone Director October 28, 1999
- -------------------------------------------
Vincent R. Scorsone
/s/ Michael J. Sebastian Director October 28, 1999
- -------------------------------------------
Michael J. Sebastian
/s/ Terry M. Murphy Vice President - Finance and
- ------------------------------------------- Chief Financial Officer October 28, 1999
Terry M. Murphy (Principal Financial Officer)
/s/ Viren M. Parikh Controller October 28, 1999
- ------------------------------------------- (Principal Accounting Officer)
Viren M. Parikh
</TABLE>
II-4
<PAGE> 5
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
------- -----------------------
<S> <C>
4.1 Quanex Corporation Employee Stock Purchase Plan, as amended as
of October 15, 1999
23.1 Consent of Deloitte & Touche LLP.
24.1 Powers of Attorney from certain members of the Board of
Directors of the Company (contained on page II-3).
</TABLE>
II-5
<PAGE> 1
EXHIBIT 4.1
As amended as of
October 15, 1999
QUANEX CORPORATION
EMPLOYEE STOCK PURCHASE PLAN
1. The Quanex Corporation Employee Stock Purchase Plan ("Plan") which is to be
administered by any transfer agent Quanex Corporation ("Quanex") may
appoint ("Bank") is set out in this document.
To participate in the Plan, an individual:
A. Must be a regular full time employee of Quanex or any of its
subsidiaries;
B. Must submit a Payroll Withholding Authorization ("Withholding
Authorization") to the local Human Resources Department on or before
the first day of the month in which the individual wishes to
participate, authorizing Quanex to make the payroll deductions
specified by the employee, subject to any minimum deduction set by
Quanex; and
C. Must submit to the Bank (through the local Human Resources Department)
an Investment Authorization Card ("Investment Authorization"),
authorizing the Bank to act as agent for the employee for purposes set
out in Section 3.
3. The Bank will establish an account under the Plan ("Account") as agent for
each individual who fulfills the conditions in Section 2 ("Participant")
and will credit the following sources of cash to the Account for the
purchase of full and fractional shares of Quanex Common Stock ("Plan
Shares") for each Participant's Account:
A. Employee payroll deductions received from Quanex;
B. An amount from Quanex equal to 15 percent of each Participant's
payroll deductions made on or after January 1, 1995 ("Quanex
Contribution");
C. Cash dividends received from Quanex on all Plan Shares in a
Participant's Account at the time a dividend is paid; and
D. Cash resulting from the sale of any Rights accruing to Plan Shares in
the Participant's Account under Section 11.
<PAGE> 2
The minimum contribution that an employee may make to his account is $10.00
per pay period.
4. The Bank will apply the cash credited to the Participant's Account under
Section 3 to the purchase of full and fractional Plan Shares and will
credit them to the Participant's Account. In making these purchases the
Bank may commingle the cash credited to all Participant's Accounts. The
price at which the Bank is deemed to have acquired Plan Shares for a
Participant's Account will be the average price, excluding brokerage and
other costs of purchase, of all Plan Shares purchased by the Bank for all
Participant's in the Plan during the calendar month.
5. Participants may elect to add to their Account any shares of Quanex Common
Stock credited to their account under any plan that is similar to this
Plan, whether offered to Quanex employees before or after the creation of
this Plan. All shares will be held in the name of the Bank or its nominee
as Plan Shares subject to the terms and conditions of this Plan.
6. The Bank will make reasonable efforts to apply the cash described in
Section 3 that it receives as agent for the Participant to the purchase of
Plan Shares on or promptly after the first day of the following month after
receipt by the Bank, except as described in Section 7. Dividends received
on Plan Shares and other amounts of cash credited to the Account will be
aggregated with the employee payroll deductions and amounts contributed by
Quanex received during the calendar month and applied to the purchase of
Plan Shares.
7. The Bank will purchase Plan Shares in negotiated transactions or on any
securities exchange where Quanex Common Stock is traded from time to time.
The purchases will be on terms as to price, delivery and other matters, and
will be executed through those brokers or dealers, as the Bank may
determine. Under certain circumstances, observance of the rules and
regulations of the Securities and Exchange Commission may require temporary
suspension of purchases by the Bank or may require that a purchase be
spread over a longer period than indicated in Section 6. In that event
purchases will be made or resumed when permitted by the rules and
regulations. In that event the Bank will not be accountable for its
inability to make all purchases within the applicable period. If any
Securities and Exchange Commission suspension of trading in Quanex Common
Stock remains effective for 90 consecutive days, the Bank will remit to
each Participant, promptly after the end of the period, all cash in the
Participant's Account attributable to the Participant's payroll deductions,
cash dividends paid to all Quanex stockholders and any sale of Rights
pursuant to Section 11.
8. As soon as practicable after the cash credited to the Participant's Account
has been applied to the purchase of Plan Shares (but in no event later than
20 calendar days after the purchase) the Bank will mail a statement
("Statement") to the Participant summarizing the transactions in the
Participant's Account since the last Statement. The Bank will hold the Plan
Shares of all Participants in its name or in the name of its nominee
evidenced by as many or as few certificates as the Bank determines. No
certificate representing Plan Shares purchased for a Participant's Account
will be issued to the Participant unless he or she makes a request in
<PAGE> 3
writing or until his or her Account is terminated and he or she makes the
election described in Section 16. Certificates will not be issued for less
than 10 shares unless the Account is terminated.
9. Quanex will pay all service charges, brokerage, costs of mailing and other
charges incurred because of the purchase of Plan Shares.
10. Each Participant is responsible for all taxes (whether local, state or
federal) due because of the Quanex Contribution, because of the payment of
a dividend or because of the sale of Plan Shares credited to him or her.
The Bank will timely prepare and forward to the Internal Revenue Service,
the appropriate state and local authorities and the Participants the
information returns required by the Internal Revenue Code and Regulations
and all state statutes, presently Forms 1099-Div and 1099-B. All Quanex
Contributions will constitute taxable income to the Participant to whose
Account it is credited.
11. Any stock dividends and any shares received as a result of a stock split on
any Plan Shares accumulated in a Participant's Account will, when received
by the Bank, be credited to the Participant's Account. If Quanex makes
available to the holders of Plan Shares (a) rights to purchase additional
shares of stock, convertible debentures or other securities of Quanex or
(b) securities of any other issuer ((a) and (b) collectively "Rights"), the
Bank will sell those Rights received on Plan Shares credited to
Participant's Accounts as soon as practicable and apply the proceeds to the
purchase of additional Plan Shares for the Participant's Accounts unless a
Participant directs the Bank prior to the payment date for the Rights to
transfer all whole Rights accruing to the Plan Shares to the Participant;
provided that the Bank will not sell any such Rights until they have become
separated from Plan Shares, if applicable, and their sale is permitted
under the terms of the rights and under applicable law. The price at which
the Bank will be deemed to have sold any given set of Rights for a
Participant's Account will be the average price, excluding commissions and
other costs of the sale, of all of that given set of Rights sold by it for
all Participants.
12. If a tender offer or exchange offer is commenced for Quanex Common Stock,
the Bank, upon receipt of information with respect thereto as the holder of
record of the Plan Shares, will either (i) forward, or arrange for the
forwarding of, information provided by the offeror to holders of record of
Quanex Common Stock to each Participant or (ii) provide to the offeror the
name and mailing address of each Participant as reflected on the records of
the Bank with instructions to mail such material to each Participant. The
Bank will tender all or part of a Participant's Plan Shares in response to
written instructions from the Participant in such form as the Bank may
reasonably require and only if such instructions are received by the Bank
at least five days (or such shorter period as may be required by law) prior
to the termination of the offer. Unless the Bank has received instructions
in accordance with the previous sentence, it will not tender a
Participant's Plan Shares. Except to the extent disclosure is required to
tender Plan Shares pursuant to proper written instructions, the Bank will
maintain the confidentiality of a Participant's election to tender or not
tender Plan Shares.
<PAGE> 4
13. Participants may not add any shares of Quanex Common Stock held in their
name to their Account except as permitted by Section 5.
14. The Bank will vote the Participant's Plan Shares as instructed by the
Participant on a form to be furnished by and returned to the Bank at least
five days (or such shorter period as the law may require) before the
meeting at which they are to be voted. The Bank will not vote Plan Shares
for which no instructions are received.
15. A Participant may request that the Bank sell (a) all or any part of his or
her Plan Shares acquired before January 1, 1995, at any time, (b) all or
any part of his or her Plan Shares acquired on or after January 1, 1995, at
any time, if the Participant is employed by Quanex in a division or by a
subsidiary of Quanex if a transaction occurs pursuant to which that
division or subsidiary is no longer owned by Quanex, and (c) in any other
event all or any part of his or her Plan Shares acquired on or after
January 1, 1995, at any time after they have been held in his or her
Account for at least 180 days. A Participant who wishes to sell any part of
his or her Plan Shares may do so by giving notice to the local Human
Resources Department, who will then forward the notice to Quanex's
corporate office. Quanex will inform the Bank of the Participant's election
to sell Plan Shares within five business days of the receipt by Quanex's
corporate office of a notice from the employee. Upon receipt of the notice,
the Bank, as the Participant's agent, will sell the number of Plan Shares
specified in the Participant's notice within three business days of receipt
by the Bank of instructions to sell the Plan Shares, and will deliver to
the Participant the proceeds of the sale, less a handling charge, brokerage
commissions, and other costs of sale. Whole and fractional shares may be
aggregated and sold with those of other Participants, in which case the
proceeds for each Participant will be based on the average sales price of
all shares aggregated and sold. Any sale may, but need not, be made by
purchase for other Accounts in which case the price will be the mean of the
high and low selling price of Quanex Common Stock as reported on the
principal stock exchange on which the stock is traded on the date of
receipt by the Bank of the notice of the Participant's desire to sell Plan
Shares or, if the stock is not traded on the date of receipt, the mean on
the next prior date that it was so traded. Any fractional shares that are
not sold will be paid for in cash at a price equal to the mean of the high
and low selling prices of Quanex Common Stock as reported on the principal
stock exchange on which Quanex Common Stock is traded on the date of
receipt by the Bank of the notice of the Participant's desire to sell Plan
Shares or, if the stock is not traded on the date of receipt, the mean on
the next prior date that it was traded. If a Participant elects to sell all
of his or her Plan Shares, that Participant will be deemed to have
terminated participation in the Plan, and the provisions of Section 16 will
apply.
16. Participation in the Plan may be terminated by Participants at any time by
giving notice to the local Human Resources Department, who will then
forward the notice to Quanex's corporate office. Quanex will inform the
Bank of any Participant's election to terminate participation within five
business days of the receipt by Quanex's corporate office of the notice
from the employee. Upon receipt of the notice, unless a Participant makes a
contrary election in written response to the Bank's notice of his Account,
the Bank will send to him at no charge a certificate or certificates
representing the full Plan Shares accumulated in his
<PAGE> 5
Account and a check for the net proceeds of any fractional share in his
Account. If a Participant elects to terminate, he may not rejoin the Plan
for a period of six months from the date of the termination. In any case of
termination, the Bank will, if the Participant elects, sell, as the
Participant's agent, all or part of his shares within three business days
of receipt by the Bank of instructions to sell his Plan Shares, and will
deliver to him the proceeds of the sale, less a handling charge, brokerage
commissions, and other costs of sale; provided that the Bank may not sell
any Plan Shares acquired on or after January 1, 1995, if they have not yet
been held in the Participant's Account for at least 180 days unless the
Participant is employed by Quanex in a division or by a subsidiary of
Quanex, if a transaction occurs pursuant to which that division or
subsidiary is no longer owned by Quanex, in which event there is no 180 day
restriction. Whole and fractional shares may be aggregated and sold with
those of other Participants, in which case the proceeds for each
Participant will be based on the average sales price of all shares
aggregated and sold. Any sale may, but need not, be made by purchase for
other Accounts in which case the price will be the mean of the high and low
selling price of Quanex Common Stock as reported on the principal stock
exchange on which the stock is traded on the date of receipt by the Bank of
the notice of termination or, if the stock is not traded on the date of
receipt, the mean on the next prior date that it was so traded. On
termination, fractional shares accumulated in a Participant's Account which
are not aggregated and sold will be paid for in cash at a price equal to
the mean of the high and low selling prices of Quanex Common Stock as
reported on the principal stock exchange on which Quanex Common Stock is
traded on the date of receipt by the Bank of the notice of termination or,
if the stock is not traded on the date of receipt, the mean on the next
prior date that it was traded.
17. Quanex may amend this Plan at any time and the Bank may, with the consent
of Quanex, amend this Plan. Quanex may terminate this Plan by giving the
Bank 30 days written notice of termination. The Bank may terminate this
Plan by giving Quanex 90 days written notice of termination. In addition
the Bank may, with the consent of Quanex, or shall, if requested to do so
by Quanex, appoint a successor to serve as agent for the Participants under
the Plan. In any case the Bank and Quanex will cause a notice of the action
to be mailed to each Participant. No action will have a retroactive effect
that would prejudice the interests of the Participants. The terms and
conditions of this Plan as in effect on the effective date of the
appointment of the successor will be binding upon the successor.
18. Any notice, instruction, request, election or direction which, by any
provision of the Plan, is required or permitted to be given or made by a
Participant to the Bank must be in writing and should be given to the
Participant's local Human Resources Department, who will then forward the
notice to Quanex's corporate office; Quanex will then provide the Bank with
the notice, instruction, request, election or direction within five
business days of its receipt by Quanex's corporate office. Any notice,
instruction, request, election or direction intended for the Bank will be
deemed to be given or made when received by the Bank. If a Participant
wishes to contact the Bank directly, he may do so by prepaid postage mail
addressed to Quanex Corporation Employee Stock Purchase Plan, Institutional
Trust and Agency Division, c/o Chemical Bank, 450 West 33rd Street, New
York, New York 10001. Any notice or certificate which, by any provision of
the Plan, is required or permitted to be given
<PAGE> 6
by the Bank to a Participant, must be in writing and will be deemed to have
been given or made when received by the Participant, or five business days
after it has been mailed to the Participant's address as it last appears on
the Bank's records.
19. The Bank will not be liable for any action which is in compliance with the
terms and conditions of this Plan taken or omitted in good faith, including
without limitation, any claim of liability:
A. Arising out of failure to terminate a Participant's Account upon the
Participant's death or otherwise prior to the receipt of written
notice of the event causing termination, accompanied by documentation
deemed satisfactory by the Bank;
B. With respect to the prices at which Plan Shares are purchased or Plan
Shares or Rights are sold for a Participant's Account and the timing
and terms on which the purchase or sale is made; or
C. For the market value, or any fluctuation in the market value, after
purchase of the Plan Shares or sale of Plan Shares or Rights for a
Participant's Account.
20. Except as is expressly provided in this Plan, no Participant can sell,
pledge, hypothecate or otherwise assign or transfer his Account, any
interest in his Account or any cash or stock credited to his Account. Any
attempt to sell, pledge, hypothecate, assign or transfer his Account, any
interest in his Account or any cash or stock credited to his Account will
be void.
21. A Participant who receives a financial hardship distribution from a
qualified cash or deferred arrangement described in Section 401(k) of the
Internal Revenue Code of 1986, as amended, that is maintained by Quanex or
any of its affiliates may not contribute to the Plan for a period of 12
months after receipt of the financial hardship distribution. The
Participant must submit a new Withholding Authorization to the Human
Resources Department in order to recommence contributions to the Plan after
he has received the financial hardship distribution.
22. The Withholding Authorization, the Investment Authorization, and this Plan
and its operation will be governed by and construed in accordance with the
laws of the State of New York.
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement of
Quanex Corporation on Form S-8 of our report dated November 23, 1998 appearing
in the Annual Report on Form 10-K of Quanex Corporation for the fiscal year
ended October 31, 1998.
DELOITTE & TOUCHE LLP
Houston, Texas
October 28, 1999
