As filed with the Securities and Exchange Commission on January 21, 1994
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
NATIONAL STEEL CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 25-0687210
(State of incorporation) (I.R.S. employer identification
number)
4100 EDISON LAKES PARKWAY
MISHAWAKA, INDIANA 46545-3440
(Address of principal executive offices)(Zip code)
1994 STOCK GRANTS TO UNION EMPLOYEES
1995 STOCK GRANTS TO UNION EMPLOYEES
(Full title of the plans)
RICHARD E. NEWSTED
VICE PRESIDENT, CHIEF FINANCIAL OFFICER AND SECRETARY
NATIONAL STEEL CORPORATION
4100 EDISON LAKES PARKWAY
MISHAWAKA, INDIANA 46545-3440
(219) 273-7000
(Name, address and telephone number,
including area code, of agent for service)
COPY TO
GARY P. CULLEN
SKADDEN, ARPS, SLATE, MEAGHER & FLOM
333 WEST WACKER DRIVE
CHICAGO, ILLINOIS 60606
(312) 407-0700
CALCULATION OF REGISTRATION FEE
Proposed
Proposed
Maximum
Maximum Amount of
Title of Securities Amount to be Offering
Aggregate Registration
to be Registered Registered Price
Offering Fee (2)
per Share
Price
(1)
Class B Common
Stock, 100,000 $14 $1,437,500 $496
par value $.01 shares
per share
(1) Estimated pursuant to Rules 457(c) and (h) under the Securities Act
of 1933, as amended (the Securities Act ), on the basis of the
average of the high and low sale prices for a share of Class B Common
Stock on the New York Stock Exchange on January 18, 1994, within five
business days prior to filing.
(2) The registration fee has been calculated pursuant to Section 6(b) of
the Securities Act as follows: one-twenty-ninth (1/29) of one percent
of the Proposed Maximum Aggregate Offering Price.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION.*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL
INFORMATION.*
* Information required by Part I to be contained
in the Section 10(a) prospectus is omitted from
the Registration Statement in accordance with
Rule 428 under the Securities Act of 1933, as
amended, and the Introductory Note to Part I of
Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY
REFERENCE.
The following documents filed with the
Securities and Exchange Commission (the "Commission") by
the registrant, National Steel Corporation, a Delaware
corporation (the "Company"), pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act"),
are incorporated by reference in this registration
statement.
(1) The Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 1992, as amended
by the Company's Form 8, dated March 24, 1993.
(2) The Company's Quarterly Reports on Form
10-Q for each of the fiscal quarters ended March 31,
1993, June 30, 1993 and September 30, 1993.
(3) The description of the Class B Common
Stock, par value $.01 per share, of the Company (the
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"Class B Common Stock") contained in Item I of the
Company's Registration Statement on Form 8-A, dated
February 19, 1993, filed pursuant to Section 12(b) of the
Exchange Act (File No. 1-982), including any amendment or
report filed for the purpose of updating such
information.
All documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange 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 herein and to be a part hereof from the date of
filing such documents. Any statement contained in a
document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to
the extent that a statement contained herein or in any
other subsequently filed document which also is
incorporated or deemed to be incorporated by reference
herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part
of this registration statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation
Law (the "DGCL") empowers a corporation, subject to
certain limitations, to indemnify its directors and
officers against expenses (including attorneys' fees,
judgments, fines and certain settlements) actually and
reasonably incurred by them in connection with any suit
or proceeding to which they are a party so long as they
acted in good faith and in a manner reasonably believed
to be in, or not opposed to, the best interests of the
corporation, and, with respect to any criminal action or
proceeding, so long as they had no reasonable cause to
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believe their conduct to have been unlawful. The Amended
and Restated By-laws (the "By-laws") of the Company
provide that the Company shall indemnify its directors
and such of its officers, employees and agents as the
Board of Directors may determine from time to time, to
the fullest extent permitted by the DGCL.
Section 102 of the DGCL and Article Tenth of
the Company's Restated Certificate of Incorporation
permit the Company to limit a director's liability to the
Company or its stockholders for monetary damages for
breaches of fiduciary duty except with respect to
liability for breaches of the duty of loyalty, acts or
omissions not in good faith or involving intentional
misconduct, or knowing violation of the law, and the
unlawful purchase or redemption of stock or payment of
unlawful dividends or the receipt of improper personal
benefits cannot be eliminated or limited in this manner.
The DGCL authorizes the purchase of
indemnification insurance by the Company. The Company
currently maintains a policy insuring, subject to certain
exceptions, its directors and officers against
liabilities which may be incurred by such persons acting
in such capacities.
In addition, the Board of Directors of the
Company has entered into indemnification agreements with
the directors and certain officers of the Company.
Rights of directors and officers under such
indemnification agreements are not exclusive of other
rights they may have under the Restated Certificate of
Incorporation, the Company's By-laws or under Delaware
law.
Insofar as indemnification for liabilities
arising under the Securities Act of 1933, as amended (the
"Securities Act"), may be permitted to directors,
officers or persons controlling the Company pursuant to
the foregoing provisions, the Company has been informed
that in the opinion of the Commission such
indemnification is against public policy as expressed in
the Securities Act and is therefore unenforceable.
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ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
23.1 Consent of Ernst & Young
24.1 Powers of Attorney by directors and
officers of the Company (included on
page 7).
ITEM 9. REQUIRED UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(a)(1) To file, during any period in which
offers or sales are being made, a post-effective
amendment to this registration statement:
(i) To include any prospectus
required by Section 10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any
facts or events arising after the effective date of
the registration statement (or the most recent
post-effective amendment thereof) which,
individually or in the aggregate, represents a
fundamental change in the information set forth in
the registration statement;
(iii) To include any material
information with respect to the plan of
distribution not previously disclosed in the
registration statement or any material change to
such information in the registration statement;
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-
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effective amendment shall be deemed to be a new
registration statement relating to the securities offered
therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being
registered which remain unsold at the termination of the
offering.
(b) The undersigned registrant hereby
undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act (and, where applicable,
each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement
shall be deemed to be a new registration statement
relating to the securities offered 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, 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 Mishawaka, State of Indiana, on this 20th day of January,
1994.
NATIONAL STEEL CORPORATION
By: /s/ Ronald H. Doerr
Ronald H. Doerr
President and Chief
Executive Officer
KNOWN TO ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Osamu Sawaragi,
Ronald H. Doerr and Richard E. Newsted, jointly and severally,
his attorneys-in-fact, each with the power of substitution, for
him in any and all capacities, to sign any amendments to this
registration statement (including post-effective amendments), and
to file the same, with exhibits thereto and other documents in
connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact, or his substitute or substitutes, may do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed by the following persons
in the capacities and on the date indicated on January 20, 1994.
NAME TITLE
/s/ Osamu Sawaragi Director and Chairman
Osamu Sawaragi
/s/ Ronald H. Doerr Director, President, and Chief
Executive Officer
Ronald H. Doerr
/s/ Yoshito Tokumitsu Director, Senior Vice President
and Assistant to the Chief
Yoshito Tokumitsu Executive Officer
/s/ Keisuke Murakami Director, Vice President,
Administration
Keisuke Murakami
Director
Edwin V. Clarke, Jr.
Director
Mosayuki Hanmyo
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/s/ Kenichiro Sekino Director
Kenichiro Sekino
/s/ Robert J. Director
Slater
Robert J. Slater
/s/ Richard E. Vice President, Chief Financial
Newsted Officer and Secretary
Richard E. Newsted
/s/ Carl M. Apel Corporate Controller, Accounting
and Assistant Secretary
Carl M. Apel
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EXHIBIT 23.1
CONSENT OF ERNST & YOUNG, INDEPENDENT AUDITORS
We consent to the incorporation by reference in this
Registration Statement (Form S-8) pertaining to the
National Steel Corporation 1994 Stock Grants to Union
Employees and the 1995 Stock Grants to Union Employees of
our report dated February 3, 1993, except for Note O, as
to which the date is March 23, 1993, with respect to the
consolidated financial statements and schedules of
National Steel Corporation and subsidiaries included in
its Annual Report (Form 10-K) for the year ended
December 31, 1992, filed with the Securities and Exchange
Commission.
ERNST & YOUNG
Pittsburgh, Pennsylvania
January 20, 1994
