<PAGE>
As filed with the Securities and Exchange Commission on May 3, 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)
REYNOLDS METALS COMPANY 1999 NONQUALIFIED STOCK OPTION PLAN
REYNOLDS METALS COMPANY 1996 NONQUALIFIED STOCK OPTION PLAN
REYNOLDS METALS COMPANY 1992 NONQUALIFIED STOCK OPTION PLAN
REYNOLDS METALS COMPANY 1987 NONQUALIFIED STOCK OPTION 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,
$1 par value 5,564,789 shares $63.75 $354,755,298.75 $93,655.40
</TABLE>
(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 as reported on the New York Stock Exchange Composite
Transactions Tape on May 2, 2000.
<PAGE>
EXPLANATORY NOTE
On May 3, 2000, Reynolds Metals Company became wholly owned by Alcoa Inc. and
each outstanding share of Reynolds Metals Company common stock was converted
into 1.06 shares of Alcoa common stock. At the same time, each outstanding
Reynolds Metals Company employee stock option was converted into an option to
acquire 1.06 shares of Alcoa common stock. This Registration Statement relates
to 5,564,789 shares of Alcoa common stock, par value $1.00 per share, that may
be issued from time to time under the 1987, 1992, 1996 and 1999 Reynolds Metals
Company Nonqualified Stock Option Plans, beginning May 3, 2000. Of the total of
5,564,789 shares, 402,005 shares are allocated for the 1987 Plan; 2,223,059
shares are allocated for the 1992 Plan; 1,987,341 shares are allocated for the
1996 Plan; and 952,384 shares are allocated for the 1999 Plan.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEMS 1 AND 2
Documents containing information specified in Part I will be given or sent
to employees in accordance with Rule 428(b)(1).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by Alcoa 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) All other reports filed by Alcoa pursuant to Section 13(a) or 15(d) of
the Exchange Act since December 31, 1999; and
<PAGE>
(c) The description of Alcoa common stock contained under the heading
"Description of Alcoa Capital Stock" in Alcoa's Registration Statement on Form
S-4 filed December 30, 1999 (File No. 333-93849).
All documents filed by Alcoa under Sections 13(a), 13(c), 14 or 15(d) of
the Securities Exchange Act of 1934 after the date of this Registration
Statement and before 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
Not applicable.
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 Denis A. Demblowski, Esq., Secretary and Senior Counsel
of Alcoa. Mr. Demblowski 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
<PAGE>
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
(4) Alcoa's Articles of Incorporation (incorporated by reference to
Exhibit 3(a) to Alcoa's Annual Report on Form 10-K for the year ended
December 31, 1988).
(5) Opinion of Denis A. Demblowski, Senior Counsel of the Company.
<PAGE>
(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 (1)(i) and (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 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
<PAGE>
(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 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
3rd 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
--------- ----- ----
/s/ Alain J.P. Belda President and May 3, 2000
- --------------------- Chief Executive Officer
Alain J.P. Belda (Principal Executive Officer)
/s/ Richard B. Kelson Executive Vice President and May 3, 2000
- --------------------- Chief Financial Officer
Richard B. Kelson (Principal Financial Officer)
/s/ Timothy S. Mock Vice President and May 3, 2000
- -------------------- Controller
Timothy S. Mock (Principal Accounting Officer)
Alain J.P. Belda, Kenneth W. Dam, Joseph T. Gorman, Judith M. Gueron, Sir Ronald
Hampel, 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 May 3, 2000,
by Denis A. Demblowski, their attorney-in-fact.
/s/ Denis A. Demblowski
--------------------------
Denis A. Demblowski
Attorney-in-fact
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Description
4 Alcoa's Articles of Incorporation (incorporated by reference to
Exhibit 3(a) to Alcoa's Annual Report on Form 10-K for the year ended
December 31, 1988).
5 Opinion of Denis A. Demblowski, Senior 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.
<PAGE>
Exhibit 5
May 3, 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 5,564,789 shares of common stock, $1.00 par value, of the Company
(the "Shares"), which are to be offered and sold by the Company through the
following plans: the Reynolds Metals Company 1999 Nonqualified Stock Option
Plan, the Reynolds Metals Company 1996 Nonqualified Stock Option Plan, the
Reynolds Metals Company 1992 Nonqualified Stock Option Plan and the Reynolds
Metals Company 1987 Nonqualified Stock Option Plan (collectively, the "Plans").
As Senior 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/ Denis A. Demblowski
Denis A. Demblowski
Senior Counsel
<PAGE>
Exhibit 15
May 3, 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 Reynolds Metals Company Nonqualified Stock Option
Plans, dated May 3, 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
<PAGE>
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 Reynolds Metals Company Nonqualified Stock
Option 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.
/s/ PricewaterhouseCoopers LLP
Pittsburgh, Pennsylvania
May 3, 2000
<PAGE>
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 Exchange 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
Reynolds Metals Company 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 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/ Kenneth W. Dam April 28, 2000 /s/ John P. Mulroney April 27, 2000
- --------------------- -----------------------
Kenneth W. Dam John P. Mulroney
/s/ Joseph T. Gorman April 27, 2000 /s/ Paul H. O'Neill April 27, 2000
- --------------------- -----------------------
Joseph T. Gorman Paul H. O'Neill
/s/ Judith M. Gueron April 28, 2000 /s/ Henry B. Schacht April 28, 2000
- --------------------- -----------------------
Judith M. Gueron Henry B. Schacht
/s/ Sir Ronald Hampel April 27, 2000 /s/ Franklin A. Thomas April 28, 2000
- --------------------- -----------------------
Sir Ronald Hampel Franklin A. Thomas
, 2000 /s/ Marina v.N. Whitman May 1, 2000
- --------------------- -----------------------
Hugh M. Morgan Marina v.N. Whitman
<PAGE>
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 Exchange 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 Reynolds Metals Company
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 Exchange
Commission in respect of said Plan or successor plan 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 3, 2000
- ---------------------------------
Alain J. P. Belda
President, Chief Executive Officer
and Director