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As filed with the Securities and Exchange Commission on September 12, 2000
REGISTRATION NO. 333-_________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
QUANEX CORPORATION
(Exact name of registrant as specified in its charter)
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<S> <C>
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)
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QUANEX CORPORATION 1996 EMPLOYEE STOCK OPTION AND RESTRICTED STOCK PLAN
(Full title of the plan)
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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)
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With Copy to:
HARVA R. DOCKERY
FULBRIGHT & JAWORSKI L.L.P.
2200 ROSS AVENUE, SUITE 2800
DALLAS, TEXAS 75201-9975
(214) 855-8000
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CALCULATION OF REGISTRATION FEE
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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
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Common Stock
$.50 par value 600,000(1) $19.875 $11,925,000 $3,148.20
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Rights to purchase Series A Junior
Participating Preferred Stock 600,000(1)
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(1) Represents additional shares and accompanying Rights registered for
purchase under the Quanex Corporation 1996 Employee Stock Option and
Restricted Stock Plan (the "Plan"). The number of shares and
accompanying Rights registered hereunder does not include the 750,000
shares registered under that certain Registration Statement on Form
S-8, Reg. No. 333-18267, filed with the Commission on December 19,
1996.
(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 September 6, 2000.
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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. 333-18267, the "Earlier Registration Statement") relating to
the Quanex Corporation 1996 Employee Stock Option and Restricted Stock 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 1996 Employee Stock Option and
Restricted Stock Plan, filed as Exhibit 10.19 of the
Registrant's Annual Report on Form 10-K for the year
ended October 31, 1996, and incorporated herein by
reference.
4.2 Amendment to Quanex Corporation 1996 Employee Stock
Option and Restricted Stock Plan, dated December
1997, filed as Exhibit 10.26 of the Registrant's
Annual Report on Form 10-K for the year ended October
31, 1999, and incorporated herein by reference.
4.3 Amendment to Quanex Corporation 1996 Employee Stock
Option and Restricted Stock Plan, dated December 9,
1999, filed as Exhibit 10.27 of the Registrant's
Annual Report on Form 10-K for the year ended October
31, 1999, and incorporated herein by reference.
4.4 Amendment to Quanex Corporation 1996 Employee Stock
Option and Restricted Stock Plan, effective February
23, 2000, filed as Exhibit 10.2 of the Registrant's
Quarterly Report on Form 10-Q for the fiscal quarter
ended January 31, 2000, and incorporated herein by
reference.
5.1 Opinion of Fulbright & Jaworski L.L.P.
23.1 Consent of Fulbright & Jaworski L.L.P. (included in
Exhibit 5.1).
23.2 Consent of Deloitte & Touche LLP.
24.1 Powers of Attorney from certain members of the Board of
Directors of the Registrant (contained on page II-3).
II-2
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, State of Texas, on September 12, 2000.
QUANEX CORPORATION
By: /s/ Vernon E. Oechsle
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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.
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Signature Title Date
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/s/ Vernon E. Oechsle Chairman of the Board and
---------------------------------------- Chief Executive Officer September 12, 2000
Vernon E. Oechsle (Principal Executive Officer)
/s/ James H. Davis President and
---------------------------------------- Chief Operating Officer September 12, 2000
James H. Davis (Principal Operating Officer)
/s/ Donald G. Barger, Jr.
---------------------------------------- Director September 12, 2000
Donald G. Barger, Jr.
/s/ Susan F. Davis
---------------------------------------- Director September 12, 2000
Susan F. Davis
/s/ Russell M. Flaum
---------------------------------------- Director September 12, 2000
Russell M. Flaum
/s/ Carl E. Pfeiffer
---------------------------------------- Director September 12, 2000
Carl E. Pfeiffer
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/s/ Vincent R. Scorsone
---------------------------------------- Director September 12, 2000
Vincent R. Scorsone
/s/ Michael J. Sebastian
---------------------------------------- Director September 12, 2000
Michael J. Sebastian
/s/ Terry M. Murphy Vice President - Finance and
---------------------------------------- Chief Financial Officer September 12, 2000
Terry M. Murphy (Principal Financial Officer)
/s/ Viren M. Parikh
---------------------------------------- Controller September 12, 2000
Viren M. Parikh (Principal Accounting Officer)
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INDEX TO EXHIBITS
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Exhibit
Number Description of Exhibits
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4.1 Quanex Corporation 1996 Employee Stock Option and
Restricted Stock Plan, filed as Exhibit 10.19 of the
Registrant's Annual Report on Form 10-K for the year ended
October 31, 1996, and incorporated herein by reference.
4.2 Amendment to Quanex Corporation 1996 Employee Stock Option
and Restricted Stock Plan, dated December 1997, filed as
Exhibit 10.26 of the Registrant's Annual Report on Form
10-K for the year ended October 31, 1999, and incorporated
herein by reference.
4.3 Amendment to Quanex Corporation 1996 Employee Stock Option
and Restricted Stock Plan, dated December 9, 1999, filed as
Exhibit 10.27 of the Registrant's Annual Report on Form
10-K for the year ended October 31, 1999, and incorporated
herein by reference.
4.4 Amendment to Quanex Corporation 1996 Employee Stock Option
and Restricted Stock Plan, effective February 23, 2000,
filed as Exhibit 10.2 of the Registrant's Quarterly Report
on Form 10-Q for the fiscal quarter ended January 31, 2000,
and incorporated herein by reference.
5.1 Opinion of Fulbright & Jaworski L.L.P.
23.1 Consent of Fulbright & Jaworski L.L.P. (included in
Exhibit 5.1).
23.2 Consent of Deloitte & Touche LLP.
24.1 Powers of Attorney from certain members of the Board of
Directors of the Registrant (contained on page II-3).
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