As filed with the Securities and Exchange Commission on June 2, 1998
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
KEYSTONE CONSOLIDATED INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 37-0364250
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
Three Lincoln Centre
5430 LBJ Freeway
Suite 1740
Dallas, Texas 75240-2697
(Address of principal executive offices)
Keystone Consolidated Industries, Inc.
1992 Incentive Plan
(Full title of the plan)
Alan C. Leet, Esq.
Rogers & Hardin LLP
2700 International Tower
229 Peachtree Street, N.E.
Atlanta, Georgia 30303
(404) 522-4700
(Name, address and telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Securities Amount to be Proposed Maximum Proposed Maximum Amount of
to be Registered Registered(2) Offering Price Aggregate Registration
Per Share Offering Price Fee
<S> <C> <C> <C> <C>
Common Stock, $1.00 200,000 $12.125 (3) $2,425,000 (3) $715.38
par value per share
(1)
<FN>
<F1>
(1) Issuable pursuant to the Keystone Consolidated Industries, Inc. 1992 Incentive Plan.
<F2>
(2) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended, this registration statement also includes an
indeterminable number of additional shares that may become issuable as a result of cancelled, terminated or expired options for
Common Stock.
<F3>
(3) Pursuant to Rule 457(c) under the Securities Act of 1933, as amended, and solely for the purpose of calculating the applicable
registration fee, the proposed maximum offering price per share has been estimated at $12.125, which amount represents the
average of the high and low sales prices of the common stock of Keystone Consolidated Industries, Inc. on May 27, 1998 as
reported on the New York Stock Exchange.
</FN>
</TABLE>
Pursuant to Rule 429 under the Securities Act of 1933, as amended, the
Prospectus, which constitutes a part of this Registration Statement, also
relates to an aggregate of 100,000 shares of the Registrant's common stock
registered on Form S-8, Registration No. 33-63086, filed with the Securities and
Exchange Commission on May 21, 1993.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
The following documents are incorporated by reference in this Registration
Statement:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1997, filed with the Commission on March 24, 1998;
(b) The Registrant's Quarterly Report on Form 10-Q for the quarterly
period ended March 31, 1998, filed with the Commission on May 5, 1998;
(c) The Registrant's Current Report on Form 8-K dated as of December
23, 1997, filed with the Commission on January 16, 1998; and
(d) The Description of Capital Stock provided in the Registrant's
Registration Statement on Form 8-A, filed with the Commission on April 29, 1968.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), prior to the filing of a post-effective amendment to this
Registration Statement which indicates that all the shares of Common Stock
offered hereby have been sold or which deregisters all of such shares then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Officers and Directors.
Section 145 of the Delaware General Corporation Law ("DGCL") provides that,
to the extent a director, officer, employee or agent of a corporation has been
successful on the merits or otherwise in defense of any action, suit or
proceeding, whether civil, criminal, administrative or investigative or in
defense of any claim, issue, or matter therein (hereinafter a "Proceeding"), by
reason of the fact that he is or was a director, officer, employee or agent of a
corporation or is or was serving at the request of such corporation as a
director, officer, employee or agent of another corporation or of a partnership,
joint venture, trust or other enterprise (collectively an "Agent" of the
corporation), he shall be indemnified against expenses (including attorney's
fees) actually and reasonably incurred by him in connection therewith.
Section 145 also provides that a corporation may indemnify any person who
was or is a party or is threatened to be made a party to any threatened
Proceeding by reason of the fact that he is or was an Agent of the corporation,
against expenses (including attorney's fees), judgment, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best interest of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful; provided, however, that in
an action by or in the right of the corporation, the corporation may not
indemnify such person in respect of any claim, issue, or matter as to which he
is adjudged to be liable to the corporation unless, and only to the extent that,
the Court of Chancery or the court in which such proceeding was brought
determines that, despite the adjudication of liability but in view of all the
circumstances of the case, such person is reasonably entitled to indemnity.
Article V of the Bylaws of Registrant provides with respect to the
indemnification of directors and officers that the Registrant shall indemnify to
the same extent currently permitted by Section 145 of the DGCL, each person that
such Section grants the Registrant power to indemnify. Article Eleventh of the
Certificate of Incorporation of the Registrant provides that no director shall
be personally liable to the corporation or any of its stockholders for monetary
damages for breach of fiduciary duty as a director, except with respect to (1) a
breach of the director's duty of loyalty to the corporation or its stockholder,
(2) acts or omissions not in good faith or which involve intentional misconduct
or a knowing violation of law, (3) liability under Section 174 of the DGCL, or
(4) a transaction from which the director derived an improper personal benefit.
Article Eleventh further provides that the liability of the corporation's
directors to the corporation or its stockholders will be limited to the fullest
extent permitted by Section 102(b)(7) of the DGCL, as amended from time to time.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers or persons controlling the Registrant
pursuant to the foregoing provisions, the Registrant has been informed that, in
the opinion of the Commission, such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The exhibits to this Registration Statement are listed on the Exhibit Index
included elsewhere herein.
Item 9. Undertakings.
(a) The undersigned 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;
(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.
(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 (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to 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 herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) 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 provisions described in Item 6, or otherwise,
the Registrant has been advised that in the opinion of the 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 of 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 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 Dallas, State of Texas, on this 2nd day of June,
1998.
KEYSTONE CONSOLIDATED INDUSTRIES, INC.
By:
Robert W. Singer
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities indicated
as of June 2, 1998.
Signatures Capacity
* Chairman of the Board
Glenn R. Simmons
President and Chief Executive Officer
Robert W. Singer
Vice President - Finance and Treasurer
(Principal and Financial Officer)
Harold M. Curdy
Corporate Controller (Principal
Bert E. Downing, Jr. Accounting Officer)
* Director
Thomas E. Barry
* Director
Paul M. Bass, Jr.
* Director
David E. Connor
* Director
William P. Lyons
* Director
William Spier
* Director
J. Walter Tucker, Jr.
Director
*
Richard N. Ullman
* By:
Harold M. Curdy, as Attorney-in-Fact
EXHIBIT INDEX
Exhibit
No. Description
4.1 Certificate of Incorporation of the Registrant (incorporated herein by
reference to Exhibit 3.1 to the Registrant's Annual Report on Form 10-K for
the year ended December 31, 1990).
4.2 Bylaws of the Registrant (incorporated herein by reference to Exhibit 3.2
to the Registrant's Annual Report on Form 10-K for the year ended December
31, 1994).
4.3 Indenture dated as of August 7, 1997 relating to the Registrant's 9 5/8%
Senior Secured Notes due 2007 (incorporated by reference to Exhibit 4.1 to
the Registrant's Current Report on Form 8-K filed on September 4, 1997).
5.1 Opinion of Rogers & Hardin LLP
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Rogers & Hardin LLP (contained in Exhibit 5.1).
24.1 Power of Attorney
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Securities and Exchange Commission
June 2, 1998
Page 2
EXHIBIT 5.1
[The following text appears as letterhead:
Rogers & Hardin
Attorneys at Law
2700 International Tower
229 Peachtree Street, N.E.
Atlanta, Georgia 30303-1601]
June 2, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Keystone Consolidated Industries, Inc.
Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to Keystone Consolidated Industries, Inc. (the
"Company") in connection with the filing by the Company of a Registration
Statement on Form S-8 (the "Registration Statement") with the Securities and
Exchange Commission (the "Commission") registering under the Securities Act of
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Securities and Exchange Commission
June 2, 1998
Page 2
1933, as amended (the "Act"), 200,000 shares of common stock, $1.00 par value
per share (the "Common Stock"), of the Company issuable in connection with the
Keystone Consolidated Industries, Inc. 1992 Incentive Compensation Plan (the
"Plan"). All such shares of Common Stock are referred to herein as the
"Shares".
The opinion hereinafter set forth is given pursuant to Item 8 of Form S-8
and Item 601 of Regulation S-K. Such opinion is given solely for the benefit of
the Commission, may be relied upon only by the Commission in connection with the
Registration Statement and may not be used, circulated, quoted or referred to by
or filed with any other person or entity, including any other governmental unit
or agency, without first obtaining the express written consent of this firm.
In giving the opinion hereinafter set forth, we have examined the minutes
of the proceedings of the stockholders and the Board of Directors of the
Company, the Plan, and such other agreements, documents, instruments and records
as we deemed necessary or appropriate under the circumstances for us to express
the opinion hereinafter set forth. As to various factual matters that are
material to our opinion, we have relied upon certificates of officers of the
Company and certificates and orders of various public officials. In making the
foregoing examinations, we assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, the conformity to
the original documents of all documents submitted to us as copies, the authority
of the person or persons who executed each of such documents on behalf of any
person or entity other than the Company, the correctness and accuracy of all
certificates of officers of the Company and the correctness and accuracy of all
certificates and orders of various public officials.
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Securities and Exchange Commission
June 2, 1998
Page 2
We are members of the Bar of, and are admitted to practice only in, the
State of Georgia. Accordingly, we express no opinion herein as to the laws of
any jurisdiction other than the United States, the State of Georgia and the
Delaware General Corporation Law (the "DGCL"). Except as to the DGCL, to the
extent that any of the opinions contained herein requires consideration of the
laws of a state other than the State of Georgia, we have assumed, with your
permission, that the laws of such states are the same as the laws of the State
of Georgia.
Based upon and subject to the foregoing, we are of the opinion that the
Shares, when issued in accordance with the Plan against payment in full of the
purchase price therefor, when applicable, will be validly issued, fully paid and
nonassessable.
Our conclusions are limited to the matters expressly set forth as our
"opinion" in the immediately preceding paragraph, and no opinion is implied or
to be inferred beyond the matters expressly so stated. Such opinion is given as
of the date hereof, and we expressly decline any undertaking to revise or update
such opinion subsequent to the date hereof or to advise the Commission of any
matter arising subsequent to the date hereof that would cause us to modify, in
whole or in part, such opinion.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving the foregoing consent, we do not admit that
we are in the category of persons whose consent is required under Section 7 of
the Act or the rules and regulations of the Commission promulgated thereunder.
Very truly yours,
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Securities and Exchange Commission
June 2, 1998
Page 2
ROGERS & HARDIN
II-4
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement of
Keystone Consolidated Industries, Inc. on Form S-8 related to the registration
of common stock for the Keystone Consolidated Industries, Inc. 1992 Incentive
Plan of our report dated March 2, 1998, on our audits of the consolidated
financial statements and financial statement schedule of Keystone Consolidated
Industries, Inc. and Subsidiaries as of December 31, 1997 and 1996, and for the
years ended December 31, 1997, 1996, and 1995, which report is included in the
Annual Report on Form 10-Keystone.
Dallas, Texas
June 2, 1998
EXHIBIT 24.1
POWER OF ATTORNEY
NOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Robert W. Singer or Harold M. Curdy, and each of
them, his true and lawful attorney-in-fact and agent, with full power of
substitution, for him and in his name, place and stead, in any and all
capacities, to sign the Registration Statements on Form S-8 of Keystone
Consolidated Industries, Inc. (the "Company"), relating to the Keystone
Consolidated Industries, Inc. 1997 Long-Term Incentive Plan, the Keystone
Consolidated Industries, Inc. 1992 Incentive Compensation Plan and the DeSoto,
Inc. 1992 Stock Plan, each to be filed with the Commission, and any and all
amendments (including post-effective amendments) thereto, and to file the same,
with all exhibits thereto and other documents in connection therewith, with the
Commission, granting unto said attorney-in-fact and agent, full power and
authority to do and perform each and every act and thing requisite or necessary
to be done, 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 his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
This 2nd day of June, 1998.
Glenn R. Simmons David E. Connor
Robert W. Singer William P. Lyons
Harold M. Curdy William Spier
Bert E. Downing, Jr. J. Walter Tucker, Jr.
Thomas E. Barry Richard N. Ullman
Paul M. Bass, Jr.
