Registration No. 333-_______
_______________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
__________
FANSTEEL INC.
(Exact name of registrant as specified in its charter)
DELAWARE 36-1058780
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
NUMBER ONE TANTALUM PLACE
NORTH CHICAGO, ILLINOIS 60064
(Address of principal executive offices) (Zip Code)
FANSTEEL INC. 1998 LONG-TERM INCENTIVE PLAN
(Full title of the plan)
MICHAEL J. MOCNIAK, ESQ.
VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
FANSTEEL INC.
NUMBER ONE TANTALUM PLACE
NORTH CHICAGO, ILLINOIS 60064
(Name and address of agent for service)
(847) 689-4900
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
PROPOSED PROPOSED
TITLE OF MAXIMUM MAXIMUM
SECURITIES OFFERING AGGREGATE AMOUNT OF
TO BE AMOUNT TO BE PRICE PER OFFERING REGISTRATION
REGISTERED REGISTERED SHARE PRICE FEE
COMMON STOCK, 300,000 $5.65625(1) $1,696,875
PAR VALUE 130,800 $9.1875(1) $1,201,725
$2.50 369,200 $5.0625(2) $1,869,075 $519.60
(1) Based upon the exercise price of outstanding options to purchase shares of
the Registrant's Common Stock, pursuant to Rule 457(h).
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c). The fee is calculated on the basis of the average of
the high and low prices for the Registrant's Common Stock reported on the New
York Stock Exchange on April 12, 1999.
_______________________________________________________________________
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by the Registrant with the Securities and
Exchange Commission (the "Commission") pursuant to the Securities Act of
1933, as amended (the "Securities Act"), or the Securities Exchange Act of
1934, as amended (the "Exchange Act"), are incorporated by reference into
this Registration Statement: (i) the Registrant's Annual Report on Form
10-K for the fiscal year ended December 31, 1998; and (ii) the description
of the Registrant's Common Stock contained in the Registrant's
Registration Statement on Form 8-A, as the same may be amended.
All documents subsequently filed by the Registrant with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after
the date of this Registration Statement, but prior to the filing of a
post-effective amendment to this Registration Statement which indicates
that all securities offered by this Registration Statement have been sold
or which deregisters all such securities then remaining unsold, shall be
deemed to be incorporated by reference into this Registration Statement.
Each document incorporated by reference into this Registration Statement
shall be deemed to be a part of this Registration Statement from the date
of filing of such document with the Commission until the information
contained therein is superseded or updated by any subsequently filed
document which is incorporated by reference into this Registration
Statement or by any document which constitutes part of the prospectus
relating to the Fansteel Inc. 1998 Long-Term Incentive Plan meeting the
requirements of Section 10(a) of the Securities Act.
ITEM 4. DESCRIPTION OF SECURITIES.
The Common Stock to be offered under this Registration Statement is
registered under Section 12 of the Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 102(b)(7) of the Delaware General Corporation Law (the "DGCL")
permits a corporation, in its certificate of incorporation, to limit or
eliminate, subject to certain statutory limitations, the liability of
directors to the corporation or its stockholders for monetary damages for
breaches of fiduciary duty, except for liability (a) for any breach of
the director's duty of loyalty to the corporation or its stockholders,
(b) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (c) under Section 174 of the
DGCL, or (d) for any transaction from which the director derived an
improper personal benefit. Article Ninth of the Registrant's Certificate
of Incorporation provides that the personal liability of directors of the
Registrant is eliminated to the fullest extent permitted by Section
102(b)(7) of the DGCL.
Under Section 145 of the DGCL, a corporation has the power to indemnify
directors and officers under certain prescribed circumstances and subject
to certain limitations against certain costs and expenses, including
attorneys' fees actually and reasonably incurred in connection with any
action, suit or proceeding, whether civil, criminal, administrative or
investigative, to which any of them is a party by reason of his being a
director or officer of the corporation if it is determined that he acted
in accordance with the applicable standard of conduct set forth in such
statutory provision. Article XII of the Registrant's By-Laws provides
that the Registrant will indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed
action, suit or proceeding by reason of the fact that he is or was a
director, officer, employee or agent of the Registrant, or is or was
serving at the request of the Registrant as a director, officer, employee
or agent of another entity, against certain liabilities, costs and
expenses. Article XII further permits the Registrant to maintain
insurance on behalf of any person who is or was a director, officer,
employee or agent of the Registrant or is or was serving at the request
of the Registrant as a director, officer, employee or agent of another
entity against any liability asserted against such person and incurred by
such person in any such capacity or arising out of his status as such,
whether or not the Registrant would have the power to indemnify such
person against such liability under the DGCL. The Registrant maintains
directors' and officers' liability insurance.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Inapplicable.
ITEM 8. EXHIBITS.
The following exhibits are filed herewith or incorporated by reference
as part of this Registration Statement:
EXHIBIT NO. DESCRIPTION
4.1 Certificate of Incorporation of Fansteel Inc. (incorporated
by reference to Exhibit 3.1 to the Registrant's Form 10-K
filed March 31, 1993).
4.2 By-laws of Fansteel Inc. (incorporated by reference to
Annex II to the Registrant's annual proxy statement dated
March 15, 1985, File No. 1-8676).
5.1 Opinion of Michael J. Mocniak, Esq., as to the legality of
the shares being registered.
23.1 Consent of Ernst & Young LLP.
24.1 Power of Attorney (set forth on the signature page of this
Registration Statement).
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers of 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;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration
Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the
Registration Statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
Registration Statement or any material change to such
information in the Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(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 by the Registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each
filing of the Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act that is incorporated by reference in
the Registration Statement shall be deemed to be a new Registration
Statement relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the initial bona
fide offering thereto.
* * *
(h) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against
public policy as expressed in the Securities Act 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 and
will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in North Chicago, Illinois, on this nineteenth day of April,
1999.
FANSTEEL INC.
By:/s/Gary L. Tessitore
Gary L. Tessitore
Chairman of the Board,
President and
Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Gary L. Tessitore and Michael J.
Mocniak, and each of them, his true and lawful attorneys-in-fact and
agents, 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 to this Registration Statement, and to file the same with
all exhibits thereto, and other documentation in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents 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 or she
might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or their substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement and the foregoing Power of Attorney have been signed by the
following persons in the capacities and on the date(s) indicated:
Signature Capacity Date
/s/Gary L. Tessitore Chairman of the Board, April 19, 1999
Gary L. Tessitore President and Chief
Executive Officer and
a Director
/s/R. Michael McEntee Vice President and April 19, 1999
R. Michael McEntee Chief Financial
Officer (Principal
Accounting Officer)
/s/E. P. Evans Director April 19, 1999
E. P. Evans
/s/R. S. Evans Director April 19, 1999
R. S. Evans
/s/T. M. Evans, Jr. Director April 19, 1999
T. M. Evans, Jr.
/s/P. J. Kalis Director April 19, 1999
P. J. Kalis
/s/J. S. Petrik Director April 19, 1999
J. S. Petrik
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
4.1 Certificate of Incorporation of Fansteel Inc. (incorporated by
reference to Exhibit 3.1 to the Registrant's Form 10-K filed
March 31, 1993).
4.2 By-laws of Fansteel Inc. (incorporated by reference to
Annex II to the Registrant's annual proxy statement dated
March 15, 1985, File No. 1-8676).
5.1 Opinion of Michael J. Mocniak, Esq., as to the legality of
the shares being registered.
23.1 Consent of Ernst & Young LLP.
24.1 Power of Attorney (set forth on the signature page of this
Registration Statement).
Exhibit 5.1
April 16, 1999
Fansteel Inc.
Number One Tantalum Place
North Chicago, Illinois 60064
Ladies and Gentlemen:
I have acted as counsel to Fansteel Inc., a Delaware corporation (the
"Registrant") in connection with the Registrant's Registration Statement on Form
S-8 (the "Registration Statement"). The Registration Statement is to be filed
with the Securities and Exchange Commission and relates to the registration
under the Securities Act of 1933, as amended, of an aggregate of 800,000 shares
(the "Shares") of the Registrant's Common Stock, par value $2.50 per share, in
connection with the Fansteel Inc. 1998 Long-Term Incentive Plan (the "Plan").
I am familiar with the Registration Statement and the Plan, and I have
examined the Registrant's Certificate of Incorporation and the Registrant's By-
Laws. I have also examined such other public and corporate documents,
certificates, instruments and corporate records, and such questions of law, as I
have deemed necessary or appropriate for the purpose of this opinion.
Based on the foregoing, I am of the opinion that the Shares have been duly
and validly authorized and reserved for issuance and, when issued pursuant to
the terms of the Plan, will be legally and validly issued, fully paid and
nonassessable.
I hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement.
Yours truly,
/s/ Michael J. Mocniak
Michael J. Mocniak
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8 filed on April 19, 1999) pertaining to the 1998 Long-Term Incentive Plan of
Fansteel Inc. of our report dated January 19, 1999 with respect to the
consolidated financial statements and schedules of Fansteel Inc. included in its
Annual Report (Form 10-K) for the year ended December 31, 1998, filed with the
Securities and Exchange Commission.
/s/ Ernst & Young LLP
Chicago, Illinois
April 19, 1999
