As filed with the Securities and Exchange Commission
on May 24, 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 TECHNOLOGIES INC. 1989 STOCK AWARDS PLAN
CORDANT TECHNOLOGIES INC. 1996 STOCK AWARDS PLAN
(Full Titles of Plans)
Denis A. Demblowski,
Secretary and Senior 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) 553-3856
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered(1) Share(2) Price(2) Fee
<S> <C> <C> <C> <C>
Alcoa Inc.
common stock, 692,400
$1 par value shares $62.8125 $43,491,375.00 $11,481.72
</TABLE>
[FN]
(1) Pursuant to Rule 416(a), also covers additional securities that may be
offered as a result of stock splits, stock dividends or similar transactions.
(2) 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 May 23, 2000
EXPLANATORY NOTE
On May 22, 2000, Alcoa Inc., a Pennsylvania corporation ("Alcoa"),
announced the completion of its offer to purchase all outstanding shares of
common stock, including the associated rights to purchase preferred stock
(collectively, the "Shares"), of Cordant Technologies Inc., a Delaware
corporation ("Cordant"), at a price of $57.00 per share, net to the seller in
cash, upon the terms and subject to the conditions set forth in the Offer to
Purchase, dated March 20, 2000, of Omega Acquisition Corp., a Delaware
corporation and a wholly owned subsidiary of Alcoa ("Omega")and in the
related Letter of Transmittal (which together constitute the "Offer").
Pursuant to the Offer, a wholly owned subsidiary of Alcoa purchased
approximately 93.5% of the
Shares.
Under the Agreement and Plan of Merger among Alcoa, Omega, and
Cordant dated as of March 14, 2000 (the "Merger Agreement"), certain options
to purchase shares of Cordant common stock that remain outstanding
immediately before the Effective Time (as defined in the Merger Agreement)
will be assumed by Alcoa and converted, effective as of the Effective Time,
into options to purchase Alcoa commonstock in accordance with the Merger
Agreement.
This Registration Statement relates to 692,400 shares of Alcoa common
stock, par value $1.00 per share (the "Common Stock"), that may be issued
from time to time to participants in the Cordant 1989 Stock Awards Plan and the
Cordant 1996 Stock Awards Plan, beginning May 24, 2000. Of the total of
692,400 shares, 514,408 shares are allocated for the 1989 Stock Awards Plan
and 177,992 shares are allocated for the 1996 Stock Awards Plan.
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 Report on Form 10-Q for the quarter ended March 31, 2000;
and
(b) Current Reports on Form 8-K dated January 10, 2000, January 18, 2000,
January 19, 2000, May 8, 2000 and May 15, 2000.
All documents filed by the Registrant 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 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.
The Company has purchased a three year liability insurance policy with an
aggregate limit of $100 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, 2000 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.
<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-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
24h day of May, 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
--------- ----- ----
May 24, 2000
/s/Alain J.P. Belda
Alain J.P. Belda President and
Chief Executive Officer
(Principal Executive Officer)
Executive Vice President and May 24, 2000
/s/Richard B. Kelson
Richard B. Kelson Chief Financial Officer
(Principal Financial Officer)
Vice President and May 24, 2000
/s/Timothy S. Mock
Timothy S. Mock Controller
(Principal Accounting Officer)
Alain J.P. Belda, Hugh M. Morgan, John P. Mulroney, Henry B. Schacht, Franklin
A. Thomas and Marina v.N. Whitman, each as a Director, on May 24, 2000, by
Denis A. Demblowski, their attorney-in-fact.
/s/Denis A. Demblowski
Denis A. Demblowski
Attorney-in-fact
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.
Exhibit 5
May 24, 2000
U.S. Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Dear Sir or Madam:
This opinion is furnished in connection with the registration by Alcoa Inc. (the
"Company") pursuant to a Registration Statement on Form S-8 (the "Registration
Statement") under the Securities Act of 1933, as amended (the "1933 Act"), of an
aggregate of 692,400 shares of common stock, $1.00 par value, of the Company
(the "Shares"), which may be issued by the Company through the following plans:
the Cordant Technologies Inc. 1989 Stock Awards Plan and the Cordant
Technologies Inc. 1996 Stock Awards Plan (collectively, the "Plans").
As Counsel of the Company, I am of the opinion, based upon my familiarity with
the affairs of the Company and upon my examination of the law and pertinent
documents, that the Shares, when issued and sold pursuant to the Plans, will be
legally issued, fully paid and non-assessable shares of common stock of the
Company.
I hereby consent to the filing of this opinion with the Securities and Exchange
Commission (the "Commission") as an Exhibit to the Registration Statement with
respect to the Shares under the 1933 Act. In giving this consent, I do not admit
that I am in the category of persons whose consent is required under Section 7
of the Securities Act or the Rules and Regulations of the Commission issued
thereunder.
Very truly yours,
/s/Thomas F. Seligson
Thomas F. Seligson
Counsel
Exhibit 23(a)
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 related to the Cordant Technologies Inc. Stock Awards
Plans, of our reports dated January 10, 2000, except for Note V, for which the
date is February 11, 2000, on our audits of the consolidated financial
statements and financial statement schedule of Alcoa Inc. and consolidated
subsidiaries as of December 31, 1999 and 1998, and for each of the three years
in the period ended December 31, 1999, which reports are incorporated by
reference or included in the Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1999.
Pittsburgh, Pennsylvania /s/PricewaterhouseCoopers LLP
May 24, 2000 PricewaterhouseCoopers LLP
Exhibit 24
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned Directors
of Alcoa Inc. (the "Company") hereby constitutes and appoints RICHARD B. KELSON,
TIMOTHY S. MOCK and DENIS A. DEMBLOWSKI, or any of them, his or her true and
lawful attorneys and agents to do any and all acts and things and execute any
and all instruments which said attorneys and agents, or any of them, may deem
necessary or advisable or may be required to enable the Company to comply with
the Securities Act of 1933, as amended, and any rules, regulations or
requirements of the Securities and Exchange Commission in respect thereof, in
connection with the registration under said Act of shares of common stock of the
Company to be issued and distributed pursuant to the stock options issued under
the Cordant Technologies Inc. benefit plans or any successor plans, including
specifically, but without limiting the generality of the foregoing, power and
authority to sign the name of each of the undersigned Directors of the Company
to any registration statement to be filed with the Securities and Exchange
Commission in respect of said plans or successor plans and shares of common
stock, or either of them, to any and all pre-effective amendments,
post-effective amendments and supplements to any such registration statement,
and to any instruments or documents filed as part of or in connection with any
such registration statement or pre-effective amendments or post-effective
amendments or supplements thereto; and the undersigned hereby ratifies and
confirms all that said attorneys and agents, or any of them, shall do or cause
to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned have subscribed these presents on the
date set opposite their names below.
/s/ Hugh M. Morgan May 23, 2000
Hugh M. Morgan
/s/John P. Mulroney May 23, 2000
John P. Mulroney
/s/ Henry B. Schacht May 23, 2000
Henry B. Schacht
/s/ Franklin A. Thomas May 23, 2000
Franklin A. Thomas
/s/ Marina v.N. Whitman May 23, 2000
Marina v.N. Whitman
<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned President and
Chief Executive Officer and Director of Alcoa Inc. (the "Company") hereby
constitutes and appoints RICHARD B. KELSON, TIMOTHY S. MOCK and DENIS A.
DEMBLOWSKI, or any of them, his true and lawful attorneys and agents to do any
and all acts and things and execute any and all instruments which said attorneys
and agents, or any of them, may deem necessary or advisable or may be required
to enable the Company to comply with the Securities Act of 1933, as amended, and
any rules, regulations or requirements of the Securities and Exchange Commission
in respect thereof, in connection with the registration under said Act of shares
of common stock of the Company to be issued and distributed pursuant to stock
options issued under the Cordant Technologies Inc. benefit plans or any
successor plans, including specifically, but without limiting the generality of
the foregoing, power and authority to sign the name of the undersigned President
and Chief Executive Officer and Director of the Company to any registration
statement to be filed with the Securities and Exchange Commission in respect of
said plans or successor plans and shares of common stock, or either of them, to
any and all pre-effective amendments, post-effective amendments and supplements
to any such registration statement, and to any instruments or documents filed as
part of or in connection with any such registration statement or pre-effective
amendments or post-effective amendments or supplements thereto; and the
undersigned hereby ratifies and confirms all that said attorneys and agents, or
any of them, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents on the
date set opposite his name below.
/s/ Alain J. P. Belda May 23, 2000
Alain J. P. Belda
President, Chief Executive Officer
and Director
Exhibit 15
May 24, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: Alcoa Inc.
We are aware that our report dated April 6, 2000, accompanying interim financial
information of Alcoa Inc. and subsidiaries for the three-month periods ended
March 31, 2000 and 1999, and included in Alcoa's Quarterly Report on Form 10-Q
for the quarters then ended, are incorporated by reference in this registration
statement related to the Cordant Technologies Inc. Stock Awards Plans, dated May
24, 2000. Pursuant to Rule 436(c) under the Securities Act of 1933, these
reports should not be considered a part of the registration statement prepared
or certified by us within the meaning of Sections 7 and 11 of that Act.
Very truly yours,
/s/PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
