As filed with the Securities and Exchange Commission on April 25, 1997
Registration No. 33-__________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
-------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
LACLEDE STEEL COMPANY
- --------------------------------------------------------------------------------
(Exact name of issuer as specified in its charter)
Delaware
- --------------------------------------------------------------------------------
(State or other jurisdiction of incorporation or organization)
43-0368310
- --------------------------------------------------------------------------------
(I.R.S. Employer Identification Number)
One Metropolitan Square
211 North Broadway
St. Louis, Missouri 63102-2738
- --------------------------------------------------------------------------------
(Address of principal executive offices)
LACLEDE STEEL COMPANY
1997 STOCK OPTION PLAN
- --------------------------------------------------------------------------------
(Full title of the Plan)
Michael H. Lane
Vice President - Finance, Treasurer and Secretary
Laclede Steel Company
One Metropolitan Square
211 North Broadway
St. Louis, Missouri 63102-2738
- --------------------------------------------------------------------------------
(Name and Address of Agent for Service)
(314) 425-1400
- --------------------------------------------------------------------------------
(Telephone number, including area code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered Share Price (1) Fee
- ------------------------------- ---------- --------- ---------- ------------
Common Stock, $.01 par value(2) 325,000 $4.25 (3) $1,381,250 $419
================================================================================
(1) Calculated pursuant to Rule 457(h) under the Securities Act of 1933. The
proposed maximum offering price per share represents the average of the high
and low prices of the Common Stock on April 23, 1997, as reported by
NASDAQ.
(2) This Registration Statement also covers such additional shares of Common
Stock as may be issuable pursuant to antidilution provisions.
(3) Omitted pursuant to Rule 457(o) under the Securities Act of 1933.
<PAGE>
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange Commission
(the "Commission"), are incorporated herein by reference as of their respective
dates of filing:
(a) Registrant's Annual Report on Form 10-K for fiscal year ended
December 31, 1996; and
(b) The description of the registrant's common stock which is contained in
the registration statement filed pursuant to the Securities Exchange Act of
1934, as amended ("Exchange Act"), including any amendment or report filed for
the purpose of updating such description.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
("Exchange Act"), prior to the filing of a post-effective amendment which
indicates that all Common Stock offered hereunder has been sold or which
deregisters all Common Stock then remaining unsold hereunder, shall be deemed to
be incorporated by reference herein and to be a part hereof from the date of the
filing of such documents.
Any statement contained herein or in a document incorporated or deemed to
be incorporated herein by reference shall be deemed to be modified or suspended
for purposes of this Registration Statement to the extent that a statement
contained in any other subsequently filed document which also is or is deemed to
be incorporated by reference herein modifies or supersedes such statement.
ITEM 4. DESCRIPTION OF SECURITIES.
The securities to be offered are registered under Section 12 of the
Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 102(b)(7) of the Delaware General Corporation Law permits a
corporation to provide in its certificate of incorporation that a director of
the corporation shall not be personally liable to the corporation or its
shareholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
corporation or its shareholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or knowing violation of the law, (iii) for
payments of unlawful dividends or unlawful stock repurchases or redemptions, or
(iv) for any transaction from which the director derived an improper personal
benefit. The Company's Certificate of Incorporation contains such a provision.
Section 145 of the Delaware General Corporation Law provides that a
corporation may indemnify directors and officers as well as other employees and
individuals against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement in connection with specified actions, suits or
proceedings, whether civil, criminal, administrative or investigative (other
than action by or in the right of the corporation - a "derivative action"), if
they acted in good faith and in a manner they reasonably believed to be in or
not opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe their conduct
was unlawful. A similar standard is applicable in the case of derivative
actions, except that indemnification only extends to expenses (including
attorneys' fees) incurred in connection with defense or settlement of such
action, and the statute requires court approval before there can be any
indemnification where the person seeking indemnification has been found liable
to the corporation. The Company's Certificate of Incorporation contains such a
provision.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Reference is made to the Exhibit Index.
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
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(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, as amended (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; 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) do not
apply if the registration statement is on Form S-3 or Form S-8, and
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 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 therein, 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 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 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 Act and will be governed by the final adjudication of
such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 St. Louis, Missouri on April 24, 1997.
LACLEDE STEEL COMPANY
By /s/ John B. McKinney
-----------------------------------
John B. McKinney
President, Chief Executive
Officer and Director
Each person whose signature appears below hereby appoints John B. McKinney
and Michael H. Lane, and each of them severally, as the undersigned's lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
to execute in the undersigned's name, place and stead, any amendments to the
foregoing Registration Statement and to file the same with the Securities and
Exchange Commission. Each of such attorneys shall have full power and authority
to do and perform, in the name and on behalf of each of the undersigned, every
act whatsoever necessary or desirable to be done, as fully to all intents and
purposes as the undersigned might or could do in person. The undersigned each
hereby ratifies and approves the acts of such attorneys and each of them.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on April 24, 1997:
Name Title
- -------------------------------------- ----------------------------------------
/s/ John B. McKinney President, Chief Executive Officer
- -------------------------------------- and Director (principal executive
John B. McKinney officer)
/s/ Michael H. Lane Vice President-Finance, Treasurer and
- -------------------------------------- Secretary (principal financial and
Michael H. Lane accounting officer)
/s/ Donald F. Gunning Director
- --------------------------------------
Donald F. Gunning
/s/ A. William Hager Director
- --------------------------------------
A. William Hager
/s/ E. Lawrence Keyes, Jr. Director
- --------------------------------------
E. Lawrence Keyes, Jr.
/s/ Robert H. Quenon Director
- --------------------------------------
Robert H. Quenon
/s/ Lawrence K. Roos Director
- --------------------------------------
Lawrence K. Roos
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/s/ Edwin J. Spiegel, Jr. Director
- --------------------------------------
Edwin J. Spiegel, Jr.
/s/ Lester Varn, Jr. Director
- --------------------------------------
Lester Varn, Jr.
/s/ George H. Walker III Director
- --------------------------------------
George H. Walker III
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EXHIBIT INDEX
Exhibit Number Description Page
- -------------- ---------------------------------------------------------- -----
4.1 1997 Stock Plan N/A
4.2 Restated Certificate of Incorporation (Incorporated by
reference to Exhibit 3 to the Company's Quarterly
Report on Form 10-Q for quarter ended September 30, 1996) N/A
4.3 Last Amended Bylaws of the Company dated April 7, 1997 II-6
5.1 Legal Opinion of Bryan Cave LLP II-25
23.1 Consent of Bryan Cave LLP (Included in Exhibit 5.1) N/A
23.2 Consent of Deloitte & Touche LLP II-26
24.1 Power of Attorney (Included on Signature Page) N/A
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EXHIBIT 4.3
Effective April 7, 1997
BY-LAWS
OF
LACLEDE STEEL COMPANY
ARTICLE I
Offices
The general offices of the Company shall be in the City of St. Louis, State
of Missouri, unless the Board of Directors shall otherwise determine.
ARTICLE II
Stockholders Meetings
Section 1. Annual Meeting. The annual meeting of the stockholders of the
Company for the election of Directors and for the transaction of such other
business as may properly come before the meeting shall be held in each year on
such date as shall be specified by the Board of Directors, but, unless so
specified, shall be held on the third Thursday in May in each year if not a
legal holiday and, if a legal holiday, then on the next succeeding business day.
The annual meeting of stockholders shall be held at the general offices of the
Company in St. Louis, Missouri and shall be convened at 9:00 a.m. unless the
Board of Directors shall specify a different place at which the meeting shall be
held or a different hour at which the meeting shall be convened.
Section 2. Special Meetings. Special meetings of the stockholders may be
called by the President or by resolution of the Board of Directors whenever
deemed necessary. In addition, special meetings of the stockholders may be
called upon the condition, by the person or
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persons and for the purpose specified in Section 1 of Article III of these
By-Laws. The business transacted at any special meeting of the stockholders
shall be confined to the purpose or purposes specified in the notice therefor
and to matters germane thereto. Special meetings of the stockholders shall be
held at the general offices of the Company and shall be convened at 9:00 a.m.
unless the Board of Directors or the President or other person or persons, as
the case may be, calling the meeting shall specify a different place at which
the meeting shall be held or a different hour at which the meeting shall be
convened.
Section 3. Notice. Notice of each meeting of the stockholders stating the
place, the date and the hour of the meeting and, in the case of a special
meeting, the purpose or purposes for which the meeting is called shall be mailed
or caused to be mailed not less than ten days nor more than fifty days before
the date of the meeting by the Secretary at the direction of the president or
the Board of Directors or the person or persons calling the meeting, to each
stockholder of record entitled to vote at such meeting at his address as it
appears on the records of the Company. Notice may be waived, and the presence of
any stockholder in person or by proxy at any meeting shall constitute a waiver
of notice of such meeting except where a stockholder attends a meeting for the
express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened.
Section 4. Quorum. A majority of the outstanding shares entitled to vote at
a meeting represented in person or by proxy shall constitute a quorum at a
meeting of the stockholders. Every decision of a majority of the shares present,
in person or by proxy, entitled to vote, provided a quorum is present, shall be
valid as a corporate act unless by reason of the
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particular nature of such action a different vote is required by law or by the
Certificate of Incorporation of the Company.
Section 5. Adjournment. Any meeting of the stockholders may adjourn from
time to time until its business is completed. In the absence of a quorum, a
majority of the shares represented in person or by proxy shall have the right
successively to adjourn the meeting to a specified date. Any business which may
have been transacted at the meeting at which the adjournment is taken, may be
transacted at the adjourned meeting. No notice need be given of an adjourned
meeting if the time and place thereof are announced at the meeting at which the
adjournment is taken, provided that if the adjournment is for more than thirty
(30) days, or if after the adjournment a new record date is fixed for the
adjourned meeting, a notice of the adjourned meeting shall be given to each
stockholder of record entitled to vote at the meeting.
Section 6. Voting. At all meetings of the stockholders each outstanding
share shall be entitled to one vote on each matter submitted to a vote, but no
share belonging to the Company shall be voted. In all elections for Directors of
the Company each stockholder shall be entitled to as many votes as shall equal
the number of votes which (except for this provision) he would be entitled to
cast for the election of Directors with respect to his shares of stock
multiplied by the number of Directors to be elected and he may cast all such
votes for a single Director or may distribute them among the number to be voted
for, or any two or more of them, as he may see fit. A stockholder may vote
either in person or by proxy executed in writing by the stockholder or by his
attorney-in-fact. No proxy shall be valid after three years from the date of its
execution unless otherwise provided in the proxy.
Section 7 . List of Stockholders. At least ten (10) days before each
meeting of the stockholders the Secretary of the Company shall make a complete
list of the stockholders
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entitled to vote at such meeting, arranged in alphabetical order, and showing
the address of each stockholder and the number of shares registered in the name
of each stockholder. Such list shall be open to examination of any stockholder,
for any purpose germane to the meeting during ordinary business hours, for at
least ten (10) days prior to the meeting at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or if not so specified, at the place where the meeting is to be held.
Such list shall also be produced and kept at the time and place of the meeting
during the whole time thereof and may be inspected by any stockholder who is
present.
Section 8. Inspectors. At any meeting of the stockholders at which
Directors are to be elected or vote of the stockholders is to be taken on any
proposition, the President or other person presiding at such meeting may appoint
not less than two persons, who are not Directors, inspectors to receive and
canvass the votes given at such meeting, and certify the results to him. In all
cases where the right to vote upon any share or shares shall be questioned, it
shall be the duty of the inspectors, if any, or persons conducting the vote to
require the stock ledger of the Company as evidence of shares held and the
question shall be determined in accordance with said stock ledger.
Section 9. Presiding Officer. The President shall preside at all meetings
of the stockholders. In the absence of the President, the Board of Directors may
designate a substitute chairman to preside at any meeting of stockholders. At
any meeting of stockholders, the President, or, in his absence, the substitute
chairman, if any, appointed by the Board of Directors, may, from time to time,
during such meeting, appoint a temporary chairman to preside temporarily at such
meeting.
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Section 10. Special Meetings Called by Stockholders. A Special Meeting of
Stockholders may also be called by holders (the "Requesting Holders")
representing at least 25% of the outstanding shares entitled to vote at any
annual meeting of the stockholders or at any special meeting of the
stockholders. In order to exercise this right, the Requesting Holders must give
notice (the "Notice") to the Secretary of the Company, setting forth (i) the
subject matter to be considered at the Special Meeting (ii) the proposed record
date (the "Record Date") for the special Meeting (which shall be a least 15 days
after delivery of the Notice), (iii) the proposed date (the "Meeting Date") for
the Special Meeting and (iv) such other information as the Requesting Holders
shall reasonably request to be included in the Proxy Statement, Notice of
Special Meeting and Proxy (the "Proxy Materials") to be prepared by the Company
in connection with the Special Meeting. The business conducted at the Special
Meeting shall be limited to the matters set forth in the Notice. The Special
Meeting shall be held at the general offices of the Company unless another place
within the City of St. Louis shall be set by the Company, and shall be convened
at 9:00 A.M. (local time). The Company shall file with the Securities and
Exchange Commission (the "SEC") no later than 10 days after the Company receives
the Notice, preliminary Proxy Material (and use its best efforts to file
definitive Proxy Materials as soon as possible thereafter) or, if no preliminary
Proxy Materials are required to be filed, definitive Proxy Material, which Proxy
Material shall contain in all material respects the request or requests of the
Requesting Holders as set forth in the Notice. No later than two business days
after the definitive Proxy Materials are filed with the SEC, the Company shall
send the Proxy Materials to all stockholders of record on the Record Date. The
Company shall comply with all applicable laws relating to the Special Meeting.
If the number of days between the date of the mailing of the proxy Materials and
the Meeting Date is less than 30 days, the Company shall notify the
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Requesting Holders and the Meeting Date shall be moved to the 30th day (or, if
not a business day, the next business day thereafter) following the commencement
of the mailing of the Proxy Materials to stockholders unless the Requesting
Holders request that the Meeting Date remain unchanged from the date set forth
in the Notice. If the Company is unable to comply as a matter of law with the
Record Date or the Meeting Date, the Company shall change such date to the first
business day thereafter as is legally permissible. Notwithstanding any provision
in the By-laws to the contrary, this Section 10 of Article II may only be
amended, altered or repealed by a vote of holders of 75% of the outstanding
shares entitled to vote at any annual meeting of the stockholders or at any
special meeting of the stockholders called for that purpose; provided, however,
the Requesting Holders may waive any obligation of the Company hereunder with
respect to the Special Meeting called by such Requesting Holders.
ARTICLE III
Board of Directors
Section 1. Number, Tenure and Vacancies. The property and business of the
Company shall be controlled and managed by a Board of Directors. The Board of
Directors shall consist of nine (9) persons who are stockholders of the Company.
Each director shall hold office until the annual meeting of the stockholders
next succeeding his election and until his successor shall be elected and
qualified. Election of directors shall be by written ballot. Vacancies on the
Board of Directors and newly created directorships resulting from any increase
in the authorized number of directors, shall be filled by a majority of the
directors then in office, although less than a quorum, or by a sole remaining
director. Any director elected to fill a vacancy or to fill a newly created
directorship shall hold office until the next annual meeting, and until his
successor
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shall be elected and qualified. If at any time, by reason of death or
resignation or other cause, the Company shall have no directors in office, then
any officer or stockholder, or an executor, administrator, trustee or guardian
of a stockholder, or other fiduciary entrusted with like responsibility for the
person or estate of a stockholder, may call a special meeting of stockholders
for the purpose of electing directors. Notice of such special meeting shall be
given by the person or persons calling the meeting herein before provided.
Section 2. Regular Meetings of Directors. Regular meetings of the Board of
Directors shall be held on such dates as the Board of Directors may, from time
to time, determine. No notice of any regular meeting of the Board of Directors
need be given.
Section 3. Special Meetings. Special meetings of the Board of Directors may
be called by the President any time and special meetings shall be called by the
President or the Secretary upon the written request of any four Directors
specifying the purpose or purposes for such special meeting. Written notice of
all special meetings of the Board of Directors stating the time, place and
purpose of the meeting shall be mailed on a date which is at least one day
before the date of the meeting and addressed to each Director at his address as
it appears on the records of the Company. Attendance of a Director at any
special meeting shall constitute a waiver of notice thereof except where a
Director attends the meeting for the express purpose of objecting to the
transaction of any business because the meeting is not lawfully called or
convened. A Director, either prior to or after any meeting, may waive notice
thereof, whether or not he attends the meeting, and such waiver may be in
writing or by telegram.
Section 4. Quorum. A majority of the Board of Directors shall be required
to be present at any meeting to constitute a quorum for the transaction of
business and, except as otherwise specifically provided in these By-Laws, the
concurring vote of at least a majority of
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the Directors at a meeting at which a quorum is present shall be required to
determine all questions coming before the Board. In the absence of a quorum the
Directors present shall have the right successively to adjourn the meeting to a
specified date and no notice need be given of such adjournment. Members of the
Board of Directors may participate in a meeting by means of conference telephone
or similar communications equipment by means of which all persons participating
in the meeting can here each other, and such participation in a meeting shall
constitute presence in person at such meeting.
Section 5. Presiding Officer. The President shall preside at all meetings
of the Board of Directors. In the absence of the President, the Board of
Directors may designate a substitute chairman to preside at any meeting of the
Board of Directors. At any meeting of the Board of Directors, the President, or,
in his absence, the substitute chairman designated by the Board of Directors,
may, from time to time, during such meeting, appoint a temporary chairman to
preside at such meeting.
Section 6. Consents. Any action required or permitted to be taken at any
meeting of the Board of Directors, may be taken without a meeting if all the
members of the Board of Directors consent thereto in writing, provided that the
writing or writings shall be filed with the minutes of the proceedings of the
Board of Directors.
Section 7. Compensation. Directors as such shall receive such compensation
as the Board of Directors may from time to time determine.
Section 8. Fixing Record Date. In order to determine the stockholders
entitled to notice of or to vote at any meeting of the stockholders or any
adjournment thereof, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of shares of stock or for the
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purpose of any other lawful action, the Board of Directors may fix, in advance,
a record date, which shall not be more than sixty (60) nor less than ten (10)
days before the date of such meeting, nor more than sixty (60) days prior to any
other action.
ARTICLE IV
Officers
Section 1. Number. The officers of the Company shall consist of a
President, one or more Vice Presidents, a Secretary, an Assistant Secretary, a
Treasurer, and an Assistant Treasurer, and in addition to the above-named
officers such other officers as the Board of Directors may, from time to time,
designate.
Section 2. Term. The officers shall hold office for a period of one year or
until their successors have been duly elected and qualified, provided, however,
that any officer or agent elected by the Board of Directors may be removed by
the Board and any such officer or agent, other than the President, may be
removed by the President, whenever in its or his judgment the best interest of
the Company will be served thereby, but such removal shall be without prejudice
to the contract rights, if any, of the person removed. Any vacancy occurring
among officers may be filled at any time by the Board of Directors.
Section 3. Consolidation of Offices. Any two or more offices, except
President and a Vice President, President and Secretary, Secretary and Assistant
Secretary, and Treasurer and Assistant Treasurer, may be held by the same
person.
Section 4. Election. All officers shall be elected at the first meeting of
the Board of Directors held after the annual meeting of the stockholders, or as
soon thereafter as possible.
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Section 5. Compensation. Officers shall receive such compensation as may be
fixed, from time to time, by the Board of Directors and the fact that any
officer shall also be a Director shall not preclude his receiving compensation
for his services as an officer.
ARTICLE V
Duties of Officers
Section 1. President. The President shall be a stockholder and a member of
the Board of Directors. He shall be the chief executive officer of the Company
and shall exercise general management over the affairs of the Company and its
property, subject to control by the Board of Directors. He shall exercise such
other powers and perform such other duties as are prescribed by law, by these
By-Laws, or by the Board of Directors and as are ordinarily incident to the
office of President.
Section 2. Vice President or Vice Presidents. The Vice President or Vice
Presidents shall exercise such powers and perform such duties as may be
elsewhere prescribed by these By-laws and as may be prescribed, from time to
time, by the Board of Directors or by the President.
Section 3. Secretary. The Secretary shall keep the minutes of all meetings
of the stockholders and of the Board of Directors, and shall attend to the
giving and serving of all notices as may be required by law or by these By-Laws.
He shall have in his custody the seal of the Company and shall affix the same to
deed, contracts and other instruments requiring the seal when duly signed on
behalf of the Company and he shall exercise such other powers and perform such
other duties as may be elsewhere prescribed in these By-Laws and as may be
prescribed, from time to time, by the Board of Directors or by the President and
as are ordinarily incident to the office of the Secretary.
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Section 4. Assistant Secretary. The Assistant Secretary shall perform the
duties of the Secretary in the event of the death, disability or absence of the
Secretary and shall exercise such other powers and perform such other duties as
may be elsewhere prescribed in these ByLaws and as may be prescribed, from time
to time, by the Board of Directors or the President.
Section 5. Treasurer. The Treasurer shall have charge of all books of
account, funds, evidences of indebtedness and other securities of the Company
and shall deposit the funds belonging to the Company in the name of the Company
in such banks or trust companies as may be designated by the Board of Directors.
He shall keep full and accurate accounts of all transactions of the Company and
of money received and paid out. He shall make such reports to the stockholders,
the Board of Directors and the president as they may respectively direct. He
shall exercise such other powers and perform such other duties as may be
elsewhere prescribed in these By-Laws and as may be prescribed, from time to
time, by the Board of Directors or by the President and as are ordinarily
incident to the office of the Treasurer.
Section 6. Assistant Treasurer. The Assistant Treasurer shall perform the
duties of the Treasurer in the event of the death, disability or absence of the
Treasurer, and shall exercise such other powers and perform such other duties as
may be elsewhere prescribed in these By-Laws and as may be prescribed, from time
to time, by the Board of Directors or President.
Section 7. Additional Officers. The additional officers designated by the
Board of Directors shall exercise such powers and perform such duties as may be
prescribed, from time to time, by the Board of Directors or the President and as
are ordinarily incident to the office held by such additional officers.
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Section 8. Bonds. At the option of the Board of Directors, the Treasurer or
any other officer shall be required to give bond for the faithful performance of
his duties.
ARTICLE VI
Fiscal Year
The fiscal year of the Company shall commence on the first day of January
in each year.
ARTICLE VII
Certificates of Stock and Transfers
Section 1. Certificates. Each stockholder shall be entitled to a
certificate, certifying the number and character of shares owned by him. The
certificates shall be in such form as shall be approved by the Board of
Directors and shall be signed by, or in the name of the Company, by the
President or a Vice President and by the Secretary or an Assistant Secretary or
the Treasurer or an Assistant Treasurer, and sealed with the seal of the
Company, which seal may be facsimile, engraved or printed. The signatures of the
officers of the company may be facsimile on any stock certificates which are
countersigned by the Company's transfer agent or the Company's registrar. The
certificates, as they are issued, shall be consecutively numbered and registered
in the order of their issuance and shall be entered on the stock transfer books
of the Company as they are issued. Proper records shall be kept which shall show
the name and address of the owner of each certificate and the number of shares
issued to each stockholder and, in the case of cancellation, shall show the date
of such cancellation.
Section 2. Transfers. The shares of stock shall be transferable only upon
the books of the Company. Every transfer shall be by the holder thereof in
person or by attorney upon surrender and cancellation of the outstanding
certificates for the shares so transferred and
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upon proof satisfactory to the Company that the person presenting such
certificate is legally entitled to transfer the same.
Section 3. Lost Certificates. In the event of the loss, theft, or
destruction of any stock certificate, a new certificate may be issued only upon
compliance with the following conditions. The owner of such lost, stolen, or
destroyed certificate shall file with the Secretary an affidavit stating the
number of the certificate, the number of shares represented thereby, the facts
with regard to the ownership of the certificate, and the circumstances
surrounding its loss, theft, or destruction. The Secretary shall present such
affidavit to the Board of Directors and if the Board of Directors shall be
satisfied that such certificate has been lost, stolen or destroyed and that a
new certificate ought to be issued in lieu thereof, the Board of Directors may
order a new certificate to be issued to such owner upon his filing with the
Company either (a) a bond in such penal sum and with such conditions and such
surety as the Board of Directors may prescribe, indemnifying the Company, its
Directors and officers against all expense, damage or liability which may be
occasioned by the issuance of a new certificate, or (b) a certificate of the
surety in a lost security blanket bond, which bond shall have been previously
approved by the Board of Directors, assuming liability under such bond, in such
penal sum as the Board of Directors may prescribe, with respect to the issuance
of a new certificate in lieu of the one alleged to have been lost, stolen, or
destroyed.
Section 4. Transfer and Registration Agents. The Board of Directors may
appoint a transfer agent or agents who shall have and exercise supervision over
the transfer of shares of stock and the issuance of stock certificates, subject
to such conditions and regulations as the Board of Directors may prescribe; and
the Board of Directors may appoint a registrar who
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shall register all transfers of shares of stock and the issuance of stock
certificates, subject to such conditions and regulations as the Board shall
prescribe.
ARTICLE VIII
Seal
The corporate seal of the Company shall be in circular form and bear the
name of the Company arranged on the outer edge, with the word "Seal" and the
word "Delaware" also appearing thereon.
ARTICLE IX
Amendments to By-Laws
These By-Laws, or any of them, may be amended, altered or repealed and new
By-Laws adopted either (a) by the stockholders, (i) by vote of the holders of
two-thirds (2/3) of the outstanding shares entitled to vote at any annual
meeting of the stockholders or at any special meeting of the stockholders called
for that purpose in the case of an amendment, alteration or repeal of this
Article IX or of Section 1 of Article III of these By-Laws, and (ii) by vote of
the holders of a majority of the outstanding shares entitled to vote at any
annual meeting of the stockholders or at any special meeting of the stockholder
called for that purpose in any other case, or (b) by the Board of Directors, by
vote of a three-fourths majority of the whole board of Directors of the Company
except that the Board of Directors may not alter, amend or repeal Article IX or
Section 1 of Article III of these By-Laws.
ARTICLE X
Indemnification of Directors and Others
Section 1. Actions, Suits or Proceedings Other Than By or in the Right of
the Company. The Company shall indemnify any person who was or is a party or is
threatened to be
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made a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an action
by or on the right of the Company) by reason of the fact that he is or was or
has agreed to become a director, officer, employee or agent of the Company, or
is or was serving or has agreed to serve at the request of the Company as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, or by reason of any action alleged to have
been taken or omitted in such capacity, against costs, charges, expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonable incurred by him or on his behalf in connection with such
action, suit or proceeding and any appeal therefrom, if he acted in good faith
and in a manner he reasonably believed to be in or not opposed to the best
interests of the Company, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the Company, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.
Section 2. Actions or Suits By or in the Right of the Corporation. The
company shall indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action or suit by or in the
right of the company to procure a judgment in its favor by reason of the fact
that he is or was or has agreed to become a director, officer, employee or agent
of the Company, or is or was serving or has agreed to serve at the request of
the Company as a director, officer, employee or agent of another corporation,
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partnership, joint venture, trust or other enterprise, or by reason of any
action alleged to have been taken or omitted in such capacity, against costs,
charges, and expenses (including attorneys' fees) actually and reasonably
incurred by him or on his behalf in connection with the defense or settlement of
such action or suit and any appeal therefrom, if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests of
the Company, except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the Company unless and only to the extent that the Court of Chancery
of Delaware or the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of such liability but
in view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such costs, charges and expenses which the
Court of Chancery or such other court shall deem proper.
Section 3. Indemnification for Costs, Charges and Expenses of Successful
Party. Notwithstanding the other provisions of this Article, to the extent that
a director, officer, employee or agent of the Company has been successful on the
merits or otherwise, including, without limitation, the dismissal of an action
without prejudice, in defense of any action, suit or proceeding referred to in
Sections 1 and 2 of this Article, or in defense of and claim, issue or matter
therein, he shall be indemnified against all costs, charges and expenses
(including attorneys' fees) actually and reasonably incurred by him or on his
behalf in connection therewith.
Section 4. Determination of Right to Indemnification. Any indemnification
under Sections 1 and 2 of this Article (unless ordered by a court) shall be paid
by the company unless a determination is made (1) by the Board of Directors by a
majority vote of a quorum consisting of directors who were not parties to such
action, suit or proceeding, or (2) if such quorum is not obtainable, or, even if
obtainable, a quorum of disinterested directors so directs, by
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independent legal counsel in a written opinion, or (3) by the stockholders, that
indemnification of the director, officer, employee or agent is not proper in the
circumstances because he has not met the applicable standard of conduct set
forth in Sections 1 and 2 of this Article.
Section 5. Advance of Costs, Charges and Expenses. Costs, charges and
expenses (including attorneys' fees) incurred by a person referred to in
Sections 1 and 2 of this Article in defending a civil or criminal action, suit
or proceeding shall be paid by the Company in advance of the final disposition
of such action, suit or proceeding provided, however, that the payment of such
costs, charges and expenses incurred by a director or officer in his capacity as
a director or officer (and not in any other capacity in which service was or is
rendered by such person while a director or officer) in advance of the final
disposition of such action, suit or proceeding shall be made only upon receipt
of an undertaking by or on behalf of such director or officer to repay all
amounts so advanced in the event that it shall ultimately be determined that
such director of officer is not entitled to be indemnified by the Company as
authorized in this Article. Such costs, charges and expenses incurred by other
employees and agents may be so paid upon such terms and conditions, if any, as
the Board of Directors deems appropriate. The Board of Directors may, in the
manner set forth above, and upon approval of such director, officer, employee or
agent of the Company, authorize the Company's counsel to represent such person,
in any action, suit or proceeding, whether or not the company is a party to such
action, suit or proceeding.
Section 6. Procedure for Indemnification. Any indemnification under
Sections 1, 2 and 3, or advance of costs, charges and expenses under Section 5
of this Article, shall be made promptly, and in any event within 60 days, upon
the written request of the director, officer, employee or agent. The right to
indemnification or advances as granted by this Article shall be
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enforceable by the director, officer, employee or agent in any court of
competent jurisdiction, if the Company denies such request, in whole or in part,
or if no disposition thereof is made within 60 days. Such person's costs and
expenses incurred in connection with successfully establishing his right to
indemnification, in whole or in part, in any such action shall also be
indemnified by the Company. It shall be a defense to any such action (other than
an action brought to enforce a claim for the advance of costs, charges and
expenses under Section 5 of this Article where the required undertaking, if any,
has been received by the Company) that the claimant has not met the standard of
conduct set forth in Sections 1 and 2 of the Article but the burden of proving
such defense shall be on the Company. Neither the failure of the Company
(including its Board of Directors, its independent legal counsel, and its
stockholders) to have made a determination prior to the commencement of such
action that indemnification of the claimant is proper in the circumstances
because he has met the applicable standard of conduct set forth in Sections 1 or
2 of this Article, nor the fact that there has been an actual determination by
the Company (including its Board of Directors, independent legal counsel and its
stockholders) that the claimant has not met such applicable standard of conduct,
shall be a defense to the action or create a presumption that the claimant has
not met the applicable standard of conduct.
Section 7. Other Rights; Continuation of Right to Indemnification. The
indemnification and advancement of expenses provided by this Article shall not
be deemed exclusive of any other rights to which a person seeking
indemnification may be entitled under any law (common or statutory), agreement,
vote of stockholders or disinterested directors or otherwise, both as to action
in his official capacity and to action in another capacity while holding such
office or while employed by or acting as agent for the Company and shall
continue as to a person who has ceased to be a director, officer, employee or
agent, and shall inure to the
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benefit of the estate, heirs, executors and administrators of such person. All
rights to indemnification under this Article shall be deemed to be a contract
between the Company and each director, officer, employee or agent of the Company
who serves or served in such capacity at any time while this Article is in
effect. Any repeal or modification of this Article or any repeal or modification
of relevant provisions of the Delaware General Corporation law or any other
applicable laws shall not in any way diminish any rights to indemnification of
such director, officer, employee or agent or the obligations of the company
arising thereunder.
Section 8. Savings Clause. If this Article or any portion thereof shall be
invalidated on any ground by any court of competent jurisdiction, then the
Company shall nevertheless indemnify each director, officer, employee and agent
of the Company as to costs, charges and expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement with respect to any action, suit
or proceeding, whether civil, criminal, administrative or investigative,
including any action by or in the right of the Company, to the full extent
permitted by any applicable portion of the company's Articles of Incorporation
or of this Article which shall not have been invalidated and to the full extent
permitted by applicable law.
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EXHIBIT 5.1
BRYAN CAVE LLP
ONE METROPOLITAN SQUARE
211 NORTH BROADWAY, SUITE 3600
ST. LOUIS, MISSOURI 63102-2750
(314) 259-2000
FACSIMILE: (314) 259-2020
April 24, 1997
Laclede Steel Company
One Metropolitan Square
211 North Broadway
St. Louis, Missouri 63102-2738
Ladies and Gentlemen:
We have acted as counsel to Laclede Steel Company, a Delaware corporation
(the "Company"), in connection with the registration under the Securities Act of
1933, as amended, of 325,000 shares of the Company's common stock, par value
$.01 per share (the "Shares"), which may be issued pursuant to the Company's
1997 Stock Plan (the "Plan"), by means of a registration statement on Form S-8
(the "Registration Statement").
We have examined originals or copies, certified or otherwise, identified to
our satisfaction of such documents, corporate records, certificates of public
officials and other instruments as we deemed necessary for the purpose of the
opinion expressed herein. We have assumed the genuineness of all signatures on
all documents examined by us, the authenticity of all documents submitted to us
as originals, and the conformity to authentic originals of all documents
submitted to us as certified or photostatic copies. We have also assumed the due
authorization, execution and delivery of all documents. On the basis of the
foregoing, we are of the opinion that the Shares have been duly and validly
authorized for issuance, and when issued, delivered and paid for in accordance
with the Plan, the Shares will be legally issued, fully paid and non-assessable.
We consent to the filing of this opinion as an exhibit to the Registration
Statement. In giving this consent, we do not admit that we are in the category
of persons whose consent is required under Section 7 of the Securities Act or
the rules and regulations of the Securities and Exchange Commission.
Very truly yours,
/S/ BRYAN CAVE LLP
BRYAN CAVE LLP
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EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Laclede Steel Company on Form S-8 of our reports dated January 28, 1997
(February 10, 1997 as to Note 11 and February 26, 1997 as to Note 4), appearing
in the Annual Report on Form 10-K of Laclede Steel Company for the year ended
December 31, 1996.
/s/ Deloitte & Touche LLP
St. Louis, Missouri
April 22, 1997
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