<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 2, 1996
REGISTRATION NO. 333-______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
LUKENS INC.
(Exact name of registrant as specified in its charter)
Delaware 23-2451900
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
50 South First Avenue, Coatesville, Pennsylvania 19320
(Address of principal executive offices) (Zip Code)
Lukens Inc.
1985 Stock Option and Appreciation Plan
(Full title of the plan)
William D. Sprague, Esq.
Vice President, Secretary and General Counsel
Lukens Inc.
50 South First Avenue
Coatesville, Pennsylvania 19320
(Name and address of agent for service)
(610) 383-3379
(Telephone number, including area code, of agent for service)
- -------------------------------------------------------------------------------
CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------
Proposed Proposed
Maximum Maximum Amount
Title of Amount Offering Aggregate of
Securities to be Price Offering Registration
to be Registered Registered per Share (1) Price (1) Fee
- --------------------------------------------------------------------------------
Common Stock,
par value $0.01 900,000 $21.00 $18,900,000 $6,517.24
per share shares
- -------------------------------------------------------------------------------
(1) Estimated pursuant to Securities and Exchange Commission Rule 457(c) only
for the purpose of calculating the registration fee; based on the average
of the high and low price per share of Common Stock of Lukens Inc. on July
31, 1996, as published in the NYSE-Composite Transactions quotations.
<PAGE>
The Registrant's responses to Items 3, 4, 5, 6 and 7 of Part II of its
Registration Statement on Form S-8 (File No. 33-6673) are incorporated herein by
reference pursuant to Instruction E of Form S-8.
Item 8. Exhibits.
--------
The following documents are filed as exhibits hereto:
Exhibit Description
- ------- -----------
4(1) Restated Certificate of Incorporation of
Lukens Inc., as amended, including
Certificate of Designation of Series A
Junior Participating Preferred Stock and
Certificate of Designation of Series B
ESOP Convertible Preferred Stock
(incorporated by reference to Exhibit
4(1) to Post-Effective Amendment No. 1 to
Registrant's Form S-8 Registration
Statement, Registration No. 33-23405)
4(2) By-laws of Lukens Inc. as amended June
26, 1991 (incorporated by reference to
Exhibit 4(2) to Post-Effective Amendment
No. 4 to Registrant's Form S-8
Registration Statement, Registration No.
33-6673)
4(3) Rights Agreement dated as of July 29,
1987, as amended as of July 25, 1990,
between Lukens Inc. and Mellon Bank
(East) N.A. (incorporated by reference to
Exhibit 1 to Registrant's Form 8-K
Current Report dated July 25, 1990)
4(4) Form of Lukens Inc. Indenture dated as of
July 1, 1992 (incorporated by reference
to Exhibit 4(2) to Amendment No. 1
to Registrant's Form S-3 Registration
Statement, Registration No. 33-49112)
5(1) Opinion of William D. Sprague, Esq., Vice
President, Secretary and General Counsel
of the Registrant, relating to the
legality of 900,000 additional Shares
registered herein under the Lukens Inc.
1985 Stock Option and Appreciation Plan
<PAGE>
23(1) Consent of William D. Sprague is
contained in the Opinion of Counsel filed
as Exhibit 5(1)
23(2) Consent of Arthur Andersen LLP
24(1) Power of Attorney (included on signature
page)
99(1) Lukens Inc. 1985 Stock Option and
Appreciation Plan, as amended April 24,
1996 (incorporated by reference to
Exhibit 10 to Registrant's Form 10-Q
Quarterly Report, for the quarter ended
March 30, 1996)
<PAGE>
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 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)
((S)230.424(b) of this chapter) if, in the aggregate, the changes in
volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section do
not apply if the registration statement is on Form S-3, Form S-8 or Form F-3,
and 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
Securities Exchange Act of 1934 that are incorporated by reference in the
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.
(b) The undersigned registrant hereby undertakes 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
<PAGE>
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to section
15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(c) The undersigned registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is
sent or given, the latest annual report to security holders that is
incorporated by reference in the prospectus and furnished pursuant to and
meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities
Exchange Act of 1934; and, where interim financial information required to
be presented by Article 3 of Regulation S-X are not set forth in the
prospectus, to deliver, or cause to be delivered to each person to whom the
prospectus is sent or given, the latest quarterly report that is
specifically incorporated by reference in the prospectus to provide such
interim financial information.
(d) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 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.
<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 Coatesville, Commonwealth of Pennsylvania, on the
31st day of July, 1996.
LUKENS INC.
By: /s/ R. William Van Sant
------------------------
R. William Van Sant
Chairman and
Chief Executive Officer
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints, R. W. VAN SANT, CHARLES B. HOUGHTON, JR.,
WILLIAM D. SPRAGUE and JOHN C. VAN RODEN, JR. and each of them as true and
lawful attorneys-in-fact and agents with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or their or his substitute or substitutes may
lawfully do or cause to be done by virtue hereof.
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 date indicated.
Signature Title Date
- --------- ----- ----
/s/ R. William Van Sant Chairman, July 31, 1996
- ----------------------- Chief Executive
R. William Van Sant Officer and Director
(Principal Executive
Officer)
<PAGE>
/s/ John C. van Roden, Jr. Senior Vice President, July 31, 1996
- -------------------------- Chief Financial
John C. van Roden, Jr. Officer and Treasurer
(Principal Financial
Officer)
/s/ Charles B. Houghton, Jr. Vice President and July 31, 1996
- ---------------------------- Controller (Principal
Charles B. Houghton, Jr. Accounting Officer)
/s/ Michael O. Alexander Director July 31, 1996
- --------------------------
Michael O. Alexander
/s/ Rod Dammeyer Director July 31, 1996
- --------------------------
Rod Dammeyer
/s/ T. Kevin Dunnigan Director July 31, 1996
- --------------------------
T. Kevin Dunnigan
/s/ Ronald M. Gross Director July 31, 1996
- --------------------------
Ronald M. Gross
/s/ Sandra L. Helton Director July 31, 1996
- --------------------------
Sandra L. Helton
/s/ William H. Nelson, III Director July 31, 1996
- --------------------------
William H. Nelson, III
/s/ Stuart J. Northrop Director July 31, 1996
- --------------------------
Stuart J. Northrop
/s/ David B. Price, Jr. Director July 31, 1996
- --------------------------
David B. Price, Jr.
/s/ Joab L. Thomas Director July 31, 1996
- --------------------------
Joab L. Thomas
/s/ W. Paul Tippett Director July 31, 1996
- --------------------------
W. Paul Tippett
<PAGE>
EXHIBIT 5(1)
July 31, 1996
Lukens Inc.
50 South First Avenue
Coatesville, PA 19320
Gentlemen:
As Vice President and General Counsel of Lukens Inc. (the "Corporation"), a
Delaware corporation, I am familiar with the Form S-8 Registration Statement
relating to the registration of 900,000 additional shares of common stock, par
value $0.01 per share, of the Corporation (the "Shares") to be offered pursuant
to the Lukens Inc. 1985 Stock Option and Appreciation Plan (the "Plan"). I have
examined or caused to be examined the Plan and all statutes, records,
instruments and documents which I deemed necessary for the purpose of this
opinion.
Based upon such examination, it is my opinion that:
1. The Corporation is a duly incorporated and validly existing
corporation under the laws of the State of Delaware.
2. Proper corporate proceedings have been taken so that the Shares
have been duly authorized and when delivered and paid for in accordance
with the terms of the Plan, a form of which has been filed with the
Securities and Exchange Commission, such Shares will be legally issued,
fully paid and non-assessable.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement referred to above.
Sincerely,
/s/ William D. Sprague
<PAGE>
EXHIBIT 23(2)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our reports dated January 23, 1996
included or incorporated by reference in Lukens Inc.'s Form 10-K for the fiscal
year ended December 30, 1995.
/s/ ARTHUR ANDERSEN LLP
Philadelphia, Pennsylvania
August 2, 1996
