ALCOA INC
S-8, 2000-10-02
PRIMARY PRODUCTION OF ALUMINUM
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              As filed with the Securities and Exchange Commission
                                     on October 2, 2000

                              Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                          FORM S-8

                             REGISTRATION STATEMENT

                                      Under

                           The Securities Act of 1933

                                         ALCOA INC.
                     (Exact name of issuer as specified in its charter)

      Pennsylvania                        25-0317820
(State of Incorporation)      (I.R.S. Employer Identification No.)

                        201 Isabella Street, Alcoa Corporate Center,
                            Pittsburgh, Pennsylvania 15212-5858
                (Address of principal executive office, including zip code)

            CORDANT RETIREMENT SAVINGS AND INVESTMENT PLAN
            HUCK INTERNATIONAL INC. RETIREMENT SAVINGS AND INVESTMENT PLAN
            HOWMET CORPORATION SALARIED EMPLOYEES SAVINGS PLAN
            HOWMET CORPORATION HOURLY EMPLOYEES SAVINGS PLAN
                             (Full Titles of Plans)

         Lawrence R. Purtell
         Executive Vice President and General Counsel
         201 Isabella Street, Alcoa Corporate Center,
         Pittsburgh, Pennsylvania  15212-5858
                       (Name and address of agent for service)

                    Telephone number of agent for service (412) 553-3875

CALCULATION OF REGISTRATION FEE

<TABLE>
                                  Proposed         Proposed
Title of                          Maximum          Maximum
Securities      Amount            Offering         Aggregate       Amount of
to be           to be             Price Per        Offering        Registration
Registered      Registered(1)(2)  Share(3)Price(3)                 Fee

<S>             <C>               <C>              <C>             <C>
Alcoa Inc.
common stock,   1,697,834         $23.78           $40,374,492.00  $10,658.87
$1 par value    shares

<FN>
(1) In  addition,  pursuant  to Rule 416 under the  Securities  Act of 1933,  as
amended,  this  Registration  Statement also covers an  indeterminate  number of
interests to be offered or sold pursuant to the Plans described  herein.  Of the
total of  1,697,834  shares,  1,000,000  shares  are  allocated  to the  Cordant
Retirement Savings and Investment Plan; 500,000 shares are allocated to the Huck
International  Inc.  Retirement  Savings and Investment Plan; 123,498 shares are
allocated to the Howmet Corporation  Salaried Employees Savings Plan; and 74,335
shares are allocated to the Howmet Corporation Hourly Employees Savings Plan.

(2)  Pursuant to Rule  416(a),  also covers  additional  securities  that may be
offered as a result of stock splits, stock dividends or similar transactions.

(3) Estimated solely for the purpose of calculating the registration  fee, based
on the average of the high and low prices of shares of the  Registrant's  common
stock reported in the consolidated reporting system on September 27, 2000
</FN>
</TABLE>

                        EXPLANATORY NOTE

     On March 14, 2000, Alcoa Inc. ("Alcoa") and  Cordant  Technologies  Inc.
("Cordant") announced a definitive agreement under which Alcoa would acquire all
outstanding shares of Cordant.  In addition,  on April 13, 2000, Alcoa announced
plans to  commence  a cash  tender  offer for all  outstanding  shares of Howmet
International Inc. ("Howmet").  The offer for Howmet shares was part of Alcoa's
acquisition of Cordant, which owned approximately 85% of Howmet.

     On May 25, 2000 and June 20,  2000,  after  approval  by the United  States
Department  of  Justice  and other  regulatory  agencies,  Alcoa  completed  the
acquisition of Cordant and Howmet, respectively.

     Huck International Inc. ("Huck") is a wholly owned subsidiary of Cordant

     Howmet Corporation is wholly owned by Howmet Holdings Corporation, which is
wholly owned by Howmet. This Registration  Statement relates to 1,697,834 shares
of Alcoa common stock, par value $1.00 per share (the "Common Stock"), that will
be offered or sold from time to time to eligible  participants under the Cordant
Retirement  Savings  and  Investment  Plan,  the Huck.  Retirement  Savings  and
Investment Plan, the Howmet Corporation  Salaried Employees Savings Plan and the
Howmet Corporation Hourly Employees Savings Plan, beginning October 2, 2000.



                              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 are incorporated herein by reference.

     (a) Annual Report on Form 10-K for the fiscal year ended December 31, 1999;

     (b)  Quarterly  Reports on Form 10-Q for the quarters  ended March 31, 2000
and June 30, 2000; and

     (c) Current  Reports on Form 8-K and any  amendments  thereto dated January
10, 2000,  January 18, 2000,  January 19, 2000, May 8, 2000, May 15, 2000,  June
22, 2000 and July 10, 2000.

      All documents  filed by the  Registrant or the Plans  pursuant to Sections
13(a),  13(c), 14 or 15(d) of the Securities  Exchange Act of 1934 subsequent to
the  date  of  this  Registration  Statement  and  prior  to  the  filing  of  a
post-effective  amendment to this Registration Statement that indicates that all
securities  offered  hereunder  have  been  sold or that  deregisters  all  such
securities then remaining unsold shall be deemed to be incorporated by reference
into this  Registration  Statement  and to be a part hereof from the date of the
filing of such documents. Any statement contained in a document incorporated, or
deemed to be incorporated, by reference herein or contained in this Registration
Statement  shall be deemed to be modified  or  superseded  for  purposes of this
Registration  Statement to the extent any statement  contained  herein or in any
subsequently  filed document which also is, or is deemed to be,  incorporated by
reference  herein modifies or supersedes  such statement.  Any such statement so
modified or superseded shall not be deemed to constitute a part hereof except as
so modified or superseded.

ITEM 4.  DESCRIPTION OF SECURITIES

      The Common Stock is registered  under the Securities  Exchange Act of 1934
and listed on the New York Stock Exchange and various foreign exchanges.

      Set forth  below is a  description  of the  Common  Stock.  The  following
statements are summaries of, and are subject to the detailed  provisions of, the
Registrant's   Articles  of  Incorporation  and  By-laws  and  to  the  relevant
provisions of the Pennsylvania Business Corporation Law.

      Alcoa currently has 1,800,000,000 shares of authorized Common Stock.

      Holders of Common Stock will receive dividends when and as declared by the
Board of Directors of Alcoa.  However,  no dividend  will be declared or paid on
Common Stock if any Alcoa preferred  stock is outstanding,  unless all dividends
accrued on all classes of Alcoa  preferred  stock and the current quarter yearly
dividend on the Alcoa $3.75 Cumulative  Serial Preferred Stock have been paid or
declared and a sum sufficient for payment has been set apart.

      Holders of Common Stock have one vote per share.

      Upon  any  liquidation,  dissolution,  or  winding  up of  Alcoa,  whether
voluntary or involuntary,  after payments to holders of Alcoa preferred stock in
an amount fixed by the Board of Directors of Alcoa, plus accrued dividends,  the
remaining  assets of Alcoa  belong to and will be divided  among the  holders of
Common  Stock.  The  consolidation  or  merger  of Alcoa  with or into any other
corporation(s)  or a share  exchange or  division  involving  Alcoa  pursuant to
applicable law is not a liquidation,  dissolution,  or winding up of Alcoa under
the Alcoa Articles.

      Holders  of Common  Stock have no right to  participate  in or any right
of subscription to any increased or additional capital stock of Alcoa.

      Common  Stock  does not have any  applicable  conversion,  redemption,  or
sinking  fund  provisions  and is not liable to further  call or  assessment  by
Alcoa. All issued and outstanding  shares of Common Stock are paid fully and are
non-assessable.

      The Alcoa Articles  provide for a classified  Board of Directors,  divided
into  three  classes as nearly  equal as  possible,  with each  class  serving a
staggered  three-year  term. The Articles  provide that  shareholders  voting 80
percent of the votes that would be entitled to be cast at an annual  election of
directors may remove  directors,  with or without cause.  They also provide that
vacancies are to be filled only by a majority  vote of the remaining  directors,
unless a vacancy resulted because of a vote of the  shareholders,  in which case
the shareholders may fill the vacancy.

      A shareholder  wishing to nominate directors at an annual meeting of Alcoa
shareholders must provide written notice at least 90 days before the anniversary
date of the prior year's meeting.

      The  Alcoa  Articles  require  the  approval  of 80  percent  of the votes
entitled  to be cast in order to amend  the  provisions  in the  Alcoa  Articles
relating  to the  classification  of  the  Board  of  Directors,  nomination  of
directors, removal of directors, and certain other matters.

      The Alcoa  Articles  provide  that,  unless a stock  repurchase is made in
either a tender  offer or  exchange  offer for a class of capital  stock that is
made  available  to all  holders of the class on the same  basis,  or in an open
market purchase  program  approved by Alcoa's Board of Directors,  Alcoa may not
repurchase  stock from a  shareholder  who owns five  percent or more of Alcoa's
voting stock at prices  greater  than the current fair market value  without the
affirmative  vote of a majority of shares  held by persons  other than such five
percent shareholder.


ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

     The validity of the Common Stock to be issued in connection  with the Plans
will be passed upon by Thomas F. Seligson,  Esq., Counsel of Alcoa. Mr. Seligson
is a  participant  in the stock option plan and various other  employee  benefit
plans offered to employees of Alcoa.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

      Article V of the By-laws of the Company  provides  that the Company  shall
indemnify,  under  specified  circumstances,  persons who were or are directors,
officers  or  employees  of the  Company or who served or serve  other  business
entities at the request of the Company. Under these By-law provisions,  a person
who is wholly  successful  in  defending  a claim  will be  indemnified  for any
reasonable  expenses.  To the extent a person is not  successful  in defending a
claim,  reasonable  expenses of the defense and any liability incurred are to be
indemnified under these provisions only where independent legal counsel or other
disinterested  person  selected by the Board of Directors  determines  that such
person acted in good faith and in a manner such person reasonably believed to be
in, or not opposed to, the best  interests of the Company,  and in addition with
respect to any criminal action or proceeding, had no reasonable cause to believe
the conduct of such person was  unlawful.  Any expense  incurred with respect to
any claim may be advanced by the Company if the  recipient  agrees to repay such
amount  if  it is  ultimately  determined  that  such  recipient  is  not  to be
indemnified pursuant to Article V.

      The foregoing By-law provisions  generally parallel Sections 1741 and 1745
of the  Pennsylvania  Business  Corporation  Law  ("BCL").  Section 1746 and the
By-laws both also provide that the  indemnification  provided for therein  shall
not  be  deemed   exclusive  of  any  other   rights  to  which  those   seeking
indemnification may otherwise be entitled.

      Section   1746  of  the  BCL  and  the  By-laws   provide  for   increased
indemnification protections for directors, officers and others.  Indemnification
may be provided by Pennsylvania corporations in any case except where the act or
failure to act giving rise to the claim for  indemnification  is determined by a
court to have constituted willful misconduct or recklessness.

      Section 1713 of the BCL also sets forth a framework  whereby  Pennsylvania
corporations,  with the  approval of the  shareholders,  may limit the  personal
liability of directors  for  monetary  damages  except where the act or omission
giving  rise  to  a  claim  constitutes  self-dealing,   willful  misconduct  or
recklessness.  The  section  does not apply to a  director's  responsibility  or
liability  under a criminal or tax statute and may not apply to liability  under
Federal statutes, such as the Federal securities laws.

      The  Company's  Articles and By-laws were amended by the  shareholders  to
implement the increased protections made available to directors under the BCL as
described in the preceding paragraph. Article VIII of the By-laws provides that,
except as prohibited by law,  every director of the Company shall be entitled as
of right to be indemnified by the Company for expenses and any and all liability
paid or incurred by such person by reason of such person  being or having been a
director of the  Company.  Expenses  incurred  with  respect to any claim may be
advanced by the Company,  subject to certain  exceptions.  The shareholders have
also approved a form of indemnity  agreement.  The Company has entered into such
an indemnity agreement with each of its current directors.

      Effective  October 1, 2000,  the Company will have  purchased a three year
liability insurance policy with an aggregate limit of $150 million, with certain
specified  deductible  amounts,  for  liability  of  directors  and officers and
reimbursement  to the Company for  indemnification  provided  to  directors  and
officers.  The policy  has an  expiration  date of October 1, 2003 and  provides
liability  insurance  and  reimbursement  coverage  for  the  Company,  and  its
directors and officers,  which is permitted by the laws of Pennsylvania referred
to above.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

      Not applicable.

ITEM 8.  EXHIBITS

Exhibit
Number                          Description

(5)      Opinion of Thomas F. Seligson, Counsel of the Company.

(15)     Letter from Independent Public Accountants regarding
         unaudited
         financial information.

(23)(a)  Consent of PricewaterhouseCoopers LLP.

(23)(b)  Consent of Counsel (included as part of Exhibit 5).

(24)     Powers of Attorney of certain officers and directors of the Company.

ITEM 9.  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 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.  Notwithstanding  the  foregoing,  any increase or
     decrease  in volume of  securities  offered (if the total  dollar  value of
     securities  offered  would not exceed  that which was  registered)  and any
     deviation from the low or high end of the estimated  maximum offering range
     may be  reflected  in the form of  prospectus  filed  with  the  Commission
     pursuant  to Rule  424(b) if, in the  aggregate,  the changes in volume and
     price represent no more than a 20% change in the maximum aggregate offering
     price set  forth in the  "Calculation  of  Registration  Fee"  table in the
     effective 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)  of this
section  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 Exchange Act 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; and

      (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 Section 15(d) of the Exchange Act (and, where  applicable,  each filing
of an employee  benefit  plan's annual  report  pursuant to section 15(d) of the
Securities  Exchange  Act of 1934)  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 thereof.

      Insofar as  indemnification  for liabilities  arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the Company pursuant to the foregoing  provisions described in Item 6 above, 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 Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against  such  liabilities  (other  than the  payment by the Company of expenses
incurred or paid by a director,  officer or controlling person of the Company 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 Company  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 Act and will be governed by the final adjudication of
such issue.

                                   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 Pittsburgh, the Commonwealth of Pennsylvania, on this
2nd day of October, 2000.


                                          ALCOA INC.
                                           (Registrant)


                               /s/Robert F. Slagle
                                Robert F. Slagle
                                    Executive Vice President -
                                    Human Resources and
                                    Communications


      Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has been signed below by the  following  persons in the
capacities and on the dates indicated.


     Signature                 Title                  Date
     ---------                 -----                  ----


/s/Alain J. P. Belda                                  October 2, 2000
--------------------
Alain J.P. Belda        President and
                        Chief Executive Officer
                        (Principal Executive Officer)

/s/Richard B. Kelson    Executive Vice President and  October 2, 2000
--------------------
Richard B. Kelson       Chief Financial Officer
                        (Principal Financial Officer)

/s/Timothy S. Mock      Vice President and            October 2, 2000
------------------
Timothy S. Mock         Controller
                        (Principal Accounting Officer)



Alain J.P. Belda,  Kenneth W. Dam, Joseph T. Gorman,  Judith M. Gueron,  Hugh M.
Morgan, John P. Mulroney, Paul H. O'Neill, Henry B. Schacht,  Franklin A. Thomas
and Marina v.N. Whitman,  each as a Director, on October 2, 2000, by Lawrence R.
Purtell, their attorney-in-fact.


/s/Lawrence R. Purtell
    Lawrence R. Purtell
    Attorney-in-fact







      Pursuant to the  requirements  of the  Securities  Act of 1933, the Plans'
Benefits Management Committee has duly caused this Registration  Statement to be
signed on its behalf by the undersigned,  thereunto duly authorized, in the City
of Pittsburgh,  the  Commonwealth of  Pennsylvania,  on this 2nd day of October,
2000.


                              Alcoa Inc. Benefits Management Committee


                             By: /s/Richard B Kelson
                                 Richard B. Kelson, Member



                             By: /s/Robert F. Slagle
                                 Robert F. Slagle, Member


                             By: /s/William J. O'Rourke, Jr.
                                 William J. O'Rourke, Jr., Member

                              INDEX TO EXHIBITS


Exhibit
Number                         Description

5     Opinion of Thomas F. Seligson, Counsel of the Company.

15    Letter from Independent Public Accountants  regarding  unaudited
      financial information.

23(a) Consent of PricewaterhouseCoopers LLP.

23(b) Consent of Counsel (included in Exhibit 5).

24    Powers of Attorney for certain officers and directors of the Company.


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