As filed with the Securities and Exchange Commission on March 7, 1997.
Registration No. 33-______
Rule 424(c)
==============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
--------------
Form S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
--------------
THIOKOL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 36-2678716
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) identification No.)
2475 Washington Boulevard
Ogden, Utah 84401
(Address of Principal Executive Offices)
Thiokol Corporation 1996 Stock Awards Plan
(Full title of the Plan)
--------------------------------------------
Edwin M. North, Esq.
Corporate Secretary
Thiokol Corporation
2475 Washington Boulevard
Ogden, Utah 84401
(801) 629-2084
(Name, address, and telephone number, including area code, of agent
for service)
--------------------------------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
================================================== ===============================================================================
Proposed
Amount Proposed Maximum Amount of
Title of Securities to be Maximum Aggregate Registration
to be Registered Registered Offering Price Offering Fee
Per Share (1) Price (1)
- --------------------------- -------------------------- ------------------------ ---------------------- --------------------------
<S> <C> <C> <C> <C>
Common Stock
($1.00 par value) 1,000,000 shares $56.464 $56,464,000 $17,109
- --------------------------- -------------------------- ------------------------ ---------------------- -------------------------
<FN>
(1)Estimated pursuant to Rule 457(h) solely for the purpose of calculating the amount of the registration fee.
</FN>
The proposed maximum offering price per share is based upon (1) the exercise price per share of 22,500 outstanding
option shares with an option price of $38.625 per share and (2) the remaining 977,500 shares, the average ($56.875)
of the high ($57.25) and low ($56.50) prices for the Company's Common Stock on the composite tape for the New York Stock
Exchange on March 5, 1997.
Total Number of Pages.....................................................................................12
Exhibit Index.............................................................................................10
================================================================================================================================
</TABLE>
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
- ----------------------------------------------------
Information required by Part 1 to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with
Rule 428 under the Securities Act of 1933 (the "Securities Act") and the
Note to Part 1 of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
- --------------------------------------------------
ITEM 3. Incorporation of Documents by Reference.
- -------------------------------------------------
The following documents filed with the Commission by the Company are
incorporated in this Registration Statement on Form S-8 (the "Registration
Statement") by reference:
(a) The Company's annual report on Form 10-K for the fiscal year
ended June 30, 1996 (the "Form 10-K").
(b) All other reports filed by the Company pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") since the end of the fiscal year covered by Form
10-K.
(c) The description of the Company's Common Stock $1.00 par value
(the "Common Stock") on pages 73-74 of the Company's Proxy
Statement Prospectus dated May 24, 1989 for Special Stockholders'
Meeting held on June 23, 1989 and Preferred Share Purchase Rights
as set forth in (i) Rights Agreement dated January 26, 1989,
between the Company and The First National Bank of Chicago filed
as Exhibit 1 with the Company's Form 8-A dated February 8, 1989;
(ii) Amendment to Rights Agreement between the Company and The
First National Bank of Chicago, dated June 22, 1989 filed as
Exhibit 2 with the Company Report on Form 8-K dated July 3, 1989;
and (iii) Amendment No. 2 to Rights Agreement between the Company
and The First National Bank of Chicago, dated January 18, 1990
which was filed as Exhibit 3 filed with the Company's Report on
Form 8-K dated January 18, 1990.
All documents subsequently filed by the Company pursuant to Section
13(a), 13(c), 14, or 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities registered
hereunder have been sold or which deregisters all of the securities offered
then remaining unsold, shall be deemed to be
1
<PAGE>
incorporated herein by reference and to be a part hereof from the
date of filing of such documents.
ITEM 4. Description of Securities.
- ------- --------------------------
Not applicable.
ITEM 5. Interests of Named Experts and Counsel.
- ------- ---------------------------------------
Legal matters with respect to the Common Stock being offered hereunder
has been passed upon for the Company by Daniel S. Hapke, Jr., Vice
President and General Counsel of the Company. Mr. Hapke has options to
purchase 5,000 shares of the Company Common Stock. Such options are not
currently exercisable.
ITEM 6. Indemnification of Directors and Officers.
- ------- ------------------------------------------
Section 145 of the General Corporation Law of the State of Delaware
(the "Delaware Law") provides for a Delaware corporation to indemnify any
persons who are, or are threatened to be made, parties to any threatened,
pending or completed legal action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in
the right of such corporation), by reason of the fact that such person is
or was an officer, director, employee or agent of such corporation, or is
or was serving at the request of such corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust
or other enterprise. The indemnity may include expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually
and reasonably incurred by such person in connection with such action, suit
or proceeding, provided that such officer or director acted in good faith
and in a manner he reasonably believed to be in or not opposed to the
corporation's best interest, and, for criminal proceedings, had no
reasonable cause to believe his conduct was unlawful. A Delaware
corporation may indemnify officers and directors against expenses
(including attorneys' fees) in an action by or in the right of the
corporation under the same conditions, except that no indemnification is
permitted without judicial approval if the officer or director is adjudged
to be liable to the corporation. Where an officer or director is successful
on the merits or otherwise in the defense of any action referred to above,
the corporation must indemnify him against the expenses which such officer
or director actually and reasonably incurred.
In accordance with Section 102 (b)(7) of the Delaware Law, the
Articles NINTH of the Company's restated Certificate of Incorporation,
proceeds as follows:
"NINTH: A. A director of the Corporation shall not be personally
liable to the Corporation or its stockholders 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 stockholders, (ii) for
acts or omissions not in good faith or which involve
intentional
2
<PAGE>
misconduct or a knowing violation of law, (iii) under
Section 174 of the General Corporation Law of the State of
Delaware, or (iv) for any transaction from which the
director derived an improper personal benefit. If the
General Corporation Law of the State of Delaware is amended
to authorize corporate action further eliminating or
limiting the personal liability of directors, then the
liability of a director of the Corporation shall be
eliminated or limited to the fullest extent permitted by the
General Corporation Law of the State of Delaware, as so
amended. Any repeal or modification of this Section A by the
stockholders of the Corporation shall not adversely affect
any right or protection of a director of the Corporation
existing at the time of such repeal or modification.
B.(1) Each person who was or is made a party or is threatened
to be made a party to or is involved in any action, suit, or
proceeding, whether civil, criminal, administrative or
investigative (hereinafter a "proceeding"), by reason of the
fact that he or she or a person of whom he or she is the
legal representative is or was a director, officer or
employee of the Corporation or is or was serving at the
request of the Corporation as a director, officer, employee
or agent of another corporation or of a partnership, joint
venture, trust or other enterprise, including service with
respect to employee benefit plans, whether the basis of such
proceeding is alleged action in an official capacity as a
director, officer, employee or agent or in any other
capacity while serving as a director, officer, employee or
agent, shall be indemnified and held harmless by the
Corporation to the fullest extent authorized by the General
Corporation Law of the State of Delaware as the same exists
or may hereafter be amended (but, in the case of any such
amendment, only to the extent that such amendment permits
the Corporation to provide broader indemnification rights
than said law permitted the Corporation to provide prior to
such amendment), against all expense, liability and loss
(including attorneys' fees, judgments, fines, ERISA excise
taxes or penalties and amounts paid or to be paid in
settlement) reasonably incurred or suffered by such person
in connection therewith and such indemnification shall
continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of
his or her heirs, executors and administrators; provided,
however, that except as provided in paragraph (2) of this
Section B with respect to proceedings seeking to enforce
rights to indemnification, the Corporation shall indemnify
any such person seeking indemnification in connection with a
proceeding (or part thereof) initiated by such person only
if such proceeding (or part thereof) was authorized by the
Board of Directors of the Corporation. The right to
indemnification conferred in this Section B shall be a
contract right and shall include the right to be paid by the
Corporation the expenses incurred in defending any such
proceeding in advance of its final disposition; provided,
however, that if the General Corporation Law of the State of
Delaware requires, the payment of such expenses incurred by
a director or officer in his or her 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,
3
<PAGE>
including, without limitation, service to an employee
benefit plan) in advance of the final disposition of a
proceeding, shall be made only upon delivery to the
Corporation of an undertaking by or on behalf of such
director or officer, to repay all amounts so advanced if it
shall ultimately be determined that such director or officer
is not entitled to be indemnified under this Section B or
otherwise.
(2)If a claim under paragraph (1) of this Section B is not
paid in full by the Corporation within thirty days after a
written claim has been received by the Corporation, the
claimant may at any time thereafter bring suit against the
Corporation to recover the unpaid amount of the claim and,
if successful in whole or in part, the claimant shall be
entitled to be paid also the expense of prosecuting such
claim. It shall be a defense to any such action (other than
an action brought to enforce a claim for expenses incurred
in defending any proceeding in advance of its final
disposition where the required undertaking, if any is
required, has been tendered to the Corporation) that the
claimant has not met the standards of conduct which make it
permissible under the General Corporation Law of the State
of Delaware for the Corporation to indemnify the claimant
for the amount claimed, but the burden of proving such
defense shall be on the Corporation. Neither the failure of
the Corporation (including its Board of Directors,
independent legal counsel or 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 or she has met the applicable
standard of conduct set forth in the General Corporation Law
of the State of Delaware, nor an actual determination by the
Corporation (including its Board of Directors, independent
legal counsel or 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.
(3)The right to indemnification and the payment of expenses
incurred in defending a proceeding in advance of its final
disposition conferred in this Section B shall not be
exclusive of any other right which any person may have or
hereafter acquire under any statute, provision of the
certificate of incorporation, By-Law, agreement, vote of
stockholders or disinterested directors or otherwise.
(4)The Corporation may maintain insurance, at its expense, to
protect itself and any director, officer, employee or agent
of the Corporation or another corporation, partnership,
joint venture, trust or other enterprise against any
expense, liability or loss, whether or not the Corporation
would have the power to indemnify such person against such
expense, liability or loss under the General Corporation Law
of the State of Delaware.
(5)The Corporation may, to the extent authorized from time to
time by the Board of Directors, grant rights to
indemnification, and rights to be paid by the Corporation
the expenses incurred in defending any proceeding
4
<PAGE>
in advance of its final disposition, to any agent of the
Corporation to the fullest extent of the provisions of this
Section B with respect to the indemnification and
advancement of expenses of directors, officers and employees
of the Corporation.
Section 145 of the General Corporation Law of the State of Delaware
provides a corporation shall have power to purchase and maintain insurance
on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against
any liability asserted against him and incurred by him in any such
capacity, or arising out of his status as such. The Company maintains
directors' and officers' liability insurance with such limits and retention
reflective of condition in the insurance markets for such coverages.
ITEM 7. Exemption from Registration Claimed.
- ------- ------------------------------------
Not applicable.
ITEM 8. Exhibits.
- ------- ---------
4.1 Restated Certificate of Incorporation of the Company, which
was filed as Exhibit 3 to the Company's Annual Report on
Form 10-K for the fiscal year ended June 30, 1989, and is
incorporated by reference herein.
4.2 Bylaws of the Company, as amended to date, which were filed
as Exhibit 3 to the Company's Annual Report on Form 10-K for
the fiscal year ended June 30, 1993, and are incorporated by
reference herein.
4.3 Rights Agreement dated January 26, 1989, between the Company
and The First National Bank of Chicago, which was filed as
Exhibit 1 filed with the Company's Form 8-A dated February
8, 1989, and is incorporated by reference herein.
4.4 Amendment to Rights Agreement between the Company and The
First National Bank of Chicago, dated June 22, 1989, which
was filed as Exhibit 2 filed with the Company's Report on
Form 8-K dated July 3, 1989, and is incorporated by
reference herein.
4.5 Amendment No. 2 to Rights Agreement between the Company and
The First National Bank of Chicago, dated January 18, 1990,
which was filed as Exhibit 3 filed with the Company's Report
on Form 8-K dated January 18, 1990, and is incorporated by
reference herein.
4.6 Form of Indenture, Form of Agreement for Equity Securities
and Form of Warranty Agreement for Debt Securities which
were filed with the Company's Form S-3 Registration 333-1753
effective October 16, 1996 and are incorporated by reference
herein.
5.1 Opinion of Daniel S. Hapke, Jr., Esq. with respect to
legality of securities.
5
<PAGE>
23.1 Consent of Ernst & Young, LLP.
23.2 Consent of Daniel S. Hapke, Jr., Esq. incorporated by
reference in the opinion set forth as Exhibit 5.1.
24.1 Power of Attorney.
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) if, in the
aggregate, the changes in volume and price represent no
more than a 20 percent 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 the information required to be included in a
post-effective amendment by paragraphs (a)(1)(i) and (a)(1)(ii) above may
be contained in periodic reports filed by the registrant pursuant to
Section 13 or 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.
6
<PAGE>
(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
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.
(e) 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 Registration
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.
(h) 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 Securities Act of 1933 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 Securities Act of 1933 and will be
governed by the final adjudication of such issue.
7
<PAGE>
==============================================================================
POWER OF ATTORNEY
==============================================================================
We, the undersigned Directors of Thiokol Corporation, hereby appoint
James R. Wilson and Richard L. Corbin, or either of them, our true and
lawful attorneys and agents, to do any and all acts and things in our name
and on our behalf in our capacities indicated below, which said attorneys
and agents, or each of them may deem necessary or advisable to enable said
Corporation to comply with the Securities and Exchange Commission, in
connection with a Registration Statement on Form S-8 to be filed in
connection with the Thiokol Corporation 1996 Stock Awards Plan, including,
without limitation, power and authority to sign for us, or any of us, in
our names in the capacities indicated below, any and all amendments
(including post-effective amendments) to such Registration Statement, and
we hereby ratify and confirm all that said attorneys and agents, or each of
them, shall do or cause to be done by virtue hereof.
SIGNATURES
The Registrant
- --------------
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 Ogden and the State of Utah, on
the 6th day of March 1997.
THIOKOL CORPORATION
/s/ James R. Wilson
----------------------
Chairman of the Board President,
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in
the capacities indicated on the 6th day of March 1997.
NAME TITLE
/s/ James R. Wilson Director, Chairman of the Board, President
- -------------------- President and Chief Executive Officer
/s/ Richard L. Corbin Senior Vice President and Chief Financial Officer
- ----------------------
8
<PAGE>
/s/ Michael R. Ayers Vice President and Controller
- ---------------------- (Principal Accounting Officer)
/s/ Neil A. Armstrong* Director
- ---------------------
/s/ Michael P.C. Carns* Director
- -----------------------
/s/ Edsel D. Dunford* Director
- ----------------------
/s/ U. Edwin Garrison* Director
- ----------------------
/s/ L. Dennis Kozlowski* Director
- -------------------------
/s/ Charles S. Locke* Director
- ----------------------
/s/ James M. Ringler* Director
- ----------------------
/s/ William O. Studeman* Director
- ------------------------
/s/ Donald C. Trauscht* Director
- ------------------------
*By /s/ Richard L. Corbin
-------------------------
Richard L. Corbin
Attorney-In-Fact
9
<PAGE>
INDEX OF EXHIBITS
-----------------
Exhibit
Number Description of Exhibit
- ------ ----------------------
4.1 Restated Certificate of Incorporation of the Company, which was
filed as Exhibit 3 to the Company's Annual Report on Form 10-K
for the fiscal year ended June 30, 1989, and is incorporated by
reference herein.
4.2 Bylaws of the Company, as amended to date, which were filed as
Exhibit 3 to the Company's Annual Report on Form 10-K for the
fiscal year ended June 30, 1993, and are incorporated by
reference herein.
4.3 Rights Agreement dated January 26, 1989, between the Company and
The First National Bank of Chicago, which was filed as Exhibit 1
filed with the Comopany's Form 8-A dated February 8, 1989, and
is incorporated by reference herein.
4.4 Amendment to Rights Agreement between the Company and The First
Natioinal Bank of Chicago, dated June 22, 1989, which was filed
as Exhibit 2 filed with the Company's Report on Form 8-K dated
July 3, 1989, and is incorporated by reference herein.
4.5 Amendment No. 2 to Rights Agreement between the Company and The
First National Bank of Chicago, dated January 18, 1990, which was
filed as Exhibit 3 filed with the Company's Report on Form 8-K
dated January 18, 1990, and is incorporated by reference herein.
4.6 Form of Indenture, Form of Agreement for Equity Securities and
Form of Warranty Agreement for Debt Securities which were filed
with the Company's Form S-3 Registration 333-1753 effective
October 16, 1996 and are incorporated by reference herein.
5.1 Opintion of Daniel S. Hapke, Jr., Esq. with respect to legality
of securities.
23.1 Consent of Ernst & Young, LLP.
23.2 Consent of Daniel S. Hapke, Jr., Esq. incorporated by reference
in the opinion set forth as Exhibit 5.1.
24.1 Power of Attorney.
10
<PAGE>
EXHIBIT 5.1
LEGAL OPINION
DANIEL S. HAPKE, JR., ESQ.
March 6, 1997
Securities and Exchange Commission
Division of Corporate Finance
450 Fifth Street N.W.
Stop 1-4
Washington, D.C. 20549-1204
Gentlemen,
RE: Thiokol Corporation 1996 Stock Awards Plan
I have acted as counsel for Thiokol Corporation, a Delaware corporation
(the "Corporation") in connection with the registration of 1,000,000 shares
of the Corporation's common stock at $1.00 par value per share value
issuable under the Thiokol Corporation 1996 Stock Awards Plan (the "Plan").
I have examined such documents, records and matters of law as I have deemed
necessary for purposes of this opinion, and based thereupon, I am of the
opinion that the shares of Common Stock, $1.00 par value, of the
Corporation which may be issued, transferred or sold pursuant to the Plan
will be, when issued or transferred in accordance with the terms of the
Plan, legally issued, fully paid and nonassessable.
I consent to the incorporation of this legal opinion into the Corporation's
Registration Statement on Form S-8.
/s/ Daniel S. Hapke, Jr.
- ----------------------------
Daniel S. Hapke, Jr.
Vice President & General Counsel
10
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to incorporation by reference of our report dated August 1,
1996, with respect to the consolidated financial statements of Thiokol
Corporation incorporated by reference in its Annual Report (Form 10-K)for
the year ended June 30, 1996 in this Registration Statement (Form S-8)
pertaining to the Thiokol Corporation 1996 Stock Awards Plan to be filed
with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
March 6, 1997
Salt Lake City, Utah
11
