As filed with the Securities and Exchange Commission on May __, 2000.
Registration No. 333-______
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
-------------------------
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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NATIONAL-STANDARD COMPANY
(Exact Name of Registrant as Specified in its Charter)
INDIANA 38-1493458
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
1618 TERMINAL ROAD
NILES, MICHIGAN 49120
(Address of Principal Executive Offices)
NATIONAL-STANDARD COMPANY
1993 STOCK OPTION PLAN
(AS AMENDED AND RESTATED)
NATIONAL-STANDARD COMPANY
STOCK OPTION PLAN FOR
NON-EMPLOYEE DIRECTORS
(Full Title of the Plans)
TIMOTHY C. WRIGHT Telephone number,
GENERAL COUNSEL including area code,
AND of agent for service:
SECRETARY (616) 683-8100
NATIONAL-STANDARD COMPANY
1618 TERMINAL ROAD
NILES, MICHIGAN 49120
(Name and Address of Agent For Service)
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CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered* Per Share Price Fee
- --------------------------------------------------------------------------------
Common Stock,
par value $0.01 1,364,444 $1.968 $2,685,226 $708.90
* Calculated pursuant to Rule 457(h)(1) and Rule 457(c), based upon the average
of the high and low prices of registrant's Common Stock on May 23, 2000 on
the American Stock Exchange.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
---------------------------------------
Pursuant to General Instruction E of Form S-8, the
Registration Statement on Form S-8 filed by National-Standard Company (the
"Company") (File No. 33-68926) with the Securities and Exchange Commission (the
"Commission") is incorporated herein by reference.
The following documents are also incorporated by reference:
(a) The registrant's Annual Report on Form 10-K/A
for the fiscal year ended September 30, 1999, filed pursuant to Section 13(a) of
the Securities Exchange Act of 1934.
(b) The Company's Quarterly Reports on Form 10-Q for
the quarterly period ended July 4, 1999 and Form 10-Q/A for the quarterly period
ended January 2, 2000, which have heretofore been filed by the Company with the
Commission pursuant to the 1934 Act.
(c) The description of the Company's Common Stock is
contained in the Company's Registration Statement on Form 8-A filed with
Commission pursuant to Section 12 of the 1934 Act.
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing of documents ( documents, and the documents
enumerated above, being hereinafter referred to as "Incorporated Documents");
provided, however, that the documents enumerated above or subsequently filed by
the registrant pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934 in each year during which the offering made by this
registration statement is in effect prior to the filing with the Commission of
the registrant's Annual Report on Form 10-K covering that year shall not be
Incorporated Documents or be incorporated by reference in this registration
statement or be a part hereof from and after the filing of that Annual Report on
Form 10-K.
Any statement contained in an Incorporated Document shall be
deemed to be modified or superseded for purposes of this registration statement
to the extent that a statement contained herein or in any other subsequently
filed Incorporated Document modifies or supersedes the statement. Any statement
so modified or superseded shall not be deemed to constitute a part of this
registration statement.
Item 6. Indemnification of Directors and Officers.
-----------------------------------------
The By-Laws provide that the registrant shall indemnity to the
fullest extent permitted by law any person made or threatened to be made a party
to any action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that the person is or was a director or
officer of the registrant or serves or served at the request of the registrant
any other enterprise as a director or officer.
Section 23-1-37 of the General Corporation Law of the State
of Indiana provides for the indemnification of directors and officers under
certain circumstances, as therein set forth
Item 8. Exhibits.
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Reference is made to the Exhibits Index.
<PAGE>
Item 9. Undertakings.
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The registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement to include
any material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to the
information in the registration statement;
(2) That, for the purposes of determining any liability under
the Securities Act of 1933 (the "Act"), each post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of 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..
(4) That, for the purposes of determining any liability under
the Act, 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 securities at
that time shall be deemed to be the initial bona fide offering thereof.
(5) Insofar as indemnification for liabilities arising under
the Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described in Item 6 or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission indemnification is against public policy as expressed in the Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against 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 a
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 the indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
the 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 Niles, State of Michigan, on May 25, 2000.
NATIONAL-STANDARD COMPANY
By: /s/ Ronald B. Kalich
__________________________________
Ronald B. Kalich,
President, Chief Executive Officer
and Director
We, the undersigned officers and directors of National-Standard Company, hereby
severally constitute Ronald B. Kalich and Timothy C. Wright, and each of them
singly, our true and lawful attorneys with full power to them, and each of them
singly, to sign for us and in our names in the capacities indicated below, the
Registration Statement on Form S-8 filed herewith and any and all amendments
including post-effective amendments) to the Registration Statement, and
generally to do all things in our name and behalf in the capacities indicated
below to enable National-Standard Company to comply with the provisions of the
Securities Act of 1933, as amended, and all requirements of the Securities and
Exchange Commission, hereby ratifying and confirming our signatures as they may
be signed by our attorneys, or any of them, to the Registration Statement and
any and all amendments thereto.
Pursuant to the Securities Act of 1933, this Registration Statement has been
signed by the following persons in the capacities indicated on the 25th day of
May, 2000.
Signature Title
--------- -----
/s/ Ronald B. Kalich President, Chief Executive Officer and a
- ------------------------------- Director
Ronald B. Kalich
/s/ Michael K. Conn Vice President, Finance and Administration
- ------------------------------- (Principal Financial and Accounting Officer)
Michael K. Conn
* Chairman of the Board, Director
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David Craigmile
*
- ------------------------------- Vice Chairman of the Board, Director
Michael B. Savitske
*
- ------------------------------- Director
Ranko Cucuz
*
- ------------------------------- Director
Ernest J. Nagy
* Director
- -------------------------------
Donald R. Sheley, Jr.
*
- ------------------------------- Director
Charles E. Schroeder
*
- ------------------------------- Director
Donald F. Walter
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* By: /s/ Timothy Wright
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Timothy Wright, Attorney-in-fact
<PAGE>
EXHIBIT INDEX
Exhibit Number Description
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5 Opinion of McDermott, Will & Emery, counsel to the
registrant, as to the legality of the securities
being registered.
23.1 Consent of KPMG LLP.
23.2 Consent of McDermott, Will & Emery (contained in the
opinion filed as Exhibit 5 to the registration
statement).
[McDermott, Will & Emery Letterhead]
May 22,2000
National-Standard Company
1618 Terminal Road
Niles, Michigan 49120
Re: Validity of 450,000 Shares of
Common Stock, $.01 par value
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Ladies and Gentlemen:
We have acted as counsel for National-Standard Company, a
Indiana corporation (the "Company"), in connection with the preparation and
filing of a Registration Statement on Form S-8 (the "Registration Statement")
for the registration under the Securities Act of 1933, as amended, of 450,000
shares of the Company's Common Stock, $.01 par value (the "Common Stock"), which
may be issued pursuant to the National-Standard Stock Option Plan (the "Plan")
and/or the National-Standard Company Stock Option Plan for Non-Employee
Directors (the "Non-Employee Directors' Plan").
In connection with this opinion, we have examined or
considered:
l. A copy of the Restated Certificate of Incorporation,
as amended, of the Company.
2. The Amended and Restated By-Laws, as amended, of the
Company.
3. Resolutions duly adopted by the Board of Directors
and the Stockholders of the Company relating to the adoption of the Plan.
4. A copy of the Plan.
5. A copy of the Non-Employee Directors' Plan.
<PAGE>
In addition to the examination outlined above, we have
conferred with various officers of the Company and have ascertained or verified,
to our satisfaction, such additional facts as we deemed necessary or appropriate
for the purposes of this opinion.
Based upon the foregoing, we are of the opinion that:
(a) The Company is a corporation duly incorporated, validly
existing and in good standing under the laws of the State of
Indiana.
(b) All legal and corporate proceedings necessary for the
authorization, issuance and delivery of the shares of Common
Stock to be sold by the Company have been duly taken, and the
Common Stock, upon issuance pursuant to the terms of the Plan
and the Non-Employee Directors' Plan for the consideration
required pursuant thereto (but not less than par value), will
be duly authorized, validly issued, fully paid and
nonassessable.
We hereby consent to all references to our firm in the
Registration Statement and to the filing of this opinion by the Company as an
Exhibit to the Registration Statement.
Very truly yours,
/s/ McDermott, Will & Emery
McDermott, Will & Emery
EXHIBIT 23.1
CONSENT OF KPMG LLP
The Board of Directors
National-Standard Company:
We consent to incorporation by reference in this registration statement on Form
S-8 of National-Standard Company and subsidiaries of our report dated November
10, 1999, except as to note 2, which is as of March 15, 2000, relating to the
consolidated balance sheets of National-Standard Company and subsidiaries as of
September 30, 1999 and 1998, and the related consolidated statements of
operations, comprehensive income, shareholders' equity and cash flows for each
of the years in the three-year period ended September 30, 1999 and the related
schedule, which report appears in the September 30, 1999 annual report on Form
10-K/A of National-Standard Company.
/s/ KPMG LLP
Chicago, Illinois
May 23, 2000
