<PAGE>
As filed with the Securities and Exchange Commission on December 13, 1996
Registration No. 33-________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
____________________________
KAISER VENTURES INC.
(Exact name of registrant as specified in its charter)
DELAWARE 94-0594733
(State or other jurisdic- (I.R.S. Employer
tion of incorporation Identification No.)
or organization)
3633 EAST INLAND EMPIRE BLVD.
SUITE 850
ONTARIO, CA 91764
(Address of Principal Executive Offices and zip code)
____________________________
KAISER VENTURES INC.
1995 STOCK PLAN
(Full title of the Plan)
____________________________
Terry L. Cook
3633 East Inland Empire Boulevard, Suite 850
Ontario, CA 91764
(909) 483-8500
(Name, address, including zip code
and telephone number of
agent for service)
Copy to:
Thomas G. Lovett, IV
Lindquist & Vennum P.L.L.P.
4200 IDS Center
Minneapolis, MN 55402
(612) 371-3211
----------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------
Title of Proposed Proposed
Securities Amount Maximum Maximum Amount of
to be to be Offering Aggregate Registration
Registered Registered Price Offering Fee
Per Share Price
- ----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 859,102 shares (1) $9.625 (1) $8,268,857 (1) $2,506.00 (1)
$.03 par value
- ----------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(c) and (h) and based upon the average of the high and low
transaction prices of the Company's Common Stock as reported on the Nasdaq
National Market System on December 11, 1996.
This Form S-8 consists of 12 pages (including exhibits). The index to exhibits
is set forth on page 4.
<PAGE>
PART I
Pursuant to Part I of Form S-8, the information required by Items 1 and 2
of Form S-8 is not filed as a part of this Registration Statement.
1
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PART II
Item 3. Incorporation of Documents by Reference.
- -------------------------------------------------
The following documents filed with the Securities and Exchange Commission
are hereby incorporated by reference:
(a) The Annual Report of the Company on Form 10-K for the calendar year
ended December 31, 1995.
(b) The Quarterly Reports of the Company on Form 10-Q for the quarters
ended March 31, June 30 and September 30, 1996.
(c) The Definitive Proxy Statement dated April 30, 1996 for the Annual
Meeting of Shareholders held on June 17, 1996.
(d) The description of the Company's Common Stock as set forth under
Description of Capital Stock in the Company's Registration Statement
----------------------------
on Form S-2, as filed on December 23, 1992 (Registration No. 33-
56234), 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 prior to the
completion or termination of this offering of shares of Common Stock shall be
deemed to be incorporated by reference in this Registration Statement and to be
a part hereof from the date of filing of such documents.
2
<PAGE>
Item 4. Description of Securities.
- -----------------------------------
Not applicable.
Item 5. Interests of Named Experts and Counsel.
- ------------------------------------------------
Not applicable.
Item 6. Indemnification of Directors and Officers.
- ---------------------------------------------------
Article Eighth of the Company's Restated Certificate of Incorporation and
Article III of the Company's Bylaws provide that the Company shall, for conduct,
acts, or failures to act occurring on or after September 23, 1988, (i) indemnify
any person who is made or is threatened to be made a party to any threatened,
pending, or completed action, suit or proceeding, whether in nature civil,
criminal, administrative or investigative, by reason of the fact that he or she
is or was a director, officer, employee or agent of the Company or serves or
served with another corporation, partnership, joint venture, trust or other
enterprise at the request of the Company and (ii) provide to any officer or
director advances for expenses incurred in defending any such action, suit or
proceeding, upon receipt of an undertaking by or on behalf of such person to
repay such advances unless it is ultimately determined that he or she is
entitled to indemnification by the Company. Advances for such expenses incurred
by other employees and agents shall be paid upon such terms and conditions, if
any, as the Board of Directors of the Company deems appropriate. In addition,
the Company's Bylaws provide that the Company may purchase and maintain
insurance on behalf of directors, officers and employees serving the Company, or
any other company at the request of the Company, whether or not the Company
would have the power to indemnify such persons against such liability under the
Company's Bylaws or the Delaware General Corporation Law.
Section 145 of the Delaware General Corporation Law provides the following:
(a) A corporation shall have power to indemnify any person who was or is a
party or is threatened to be 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 in the right of the corporation) by
reason of the fact that he 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 expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding 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 corporation, 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 corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.
3
<PAGE>
(b) A corporation shall have power to 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 corporation to procure a
judgment in its favor by reason of the fact that he 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
expenses (including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit 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 corporation and 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 corporation unless and only to the extent that
the Court of Chancery or the court in which such action or suit was brought
shall determine upon application that, despite the adjudication of liability but
in view of all the circumstances of the case such person is fairly and
reasonably entitled to indemnity for such expense which the Court of Chancery or
such other court shall deem proper.
(c) To the extent that a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in subsections (a) and (b), or in defense
of any claim, issue or matter therein, he shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection therewith.
Item 7. Exemption from Registration Claimed.
- ---------------------------------------------
The options that have been granted under the Plan were all granted to
employees of the Company and were exempt from registration pursuant to Section
4(2) of the Securities Act of 1933.
Item 8. Exhibits.
- -------------------
<TABLE>
<CAPTION>
EXHIBIT PAGE
<S> <C> <C>
4.1 Kaiser Ventures Inc. 1995
Stock Plan, incorporated by
reference from Exhibit
10.15 of the Company's Form
10-K Report of the year
ended December 31, 1995................
4.1.1 First Amendment to Kaiser
Ventures Inc. Stock Plan............... 9
5.1 Opinion and Consent of
Lindquist & Vennum P.L.L.P............. 11
23.1 Consent of Lindquist &
Vennum P.L.L.P.
(included in Exhibit 5.1)............. 11
23.2 Consent of Ernst & Young LLP........... 12
24.1 Power of Attorney
(included on signature page) .........
</TABLE>
4
<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 aggregate, represents a
fundamental change in 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 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 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) 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
5
<PAGE>
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 connected 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.
6
<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 Ontario and the State of California on the 12/th/ day
of December, 1996.
KAISER VENTURES INC.
By: /s/ Richard E. Stoddard
--------------------------------
Richard E. Stoddard,
Chairman of the Board and
Chief Executive Officer
(Principal Executive Officer)
POWER OF ATTORNEY
The undersigned officers and directors of Kaiser Ventures Inc. hereby
constitute and appoint Richard E. Stoddard and Terry L. Cook, or either of them,
with power to act one without the other, our true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution, for us and in our
stead, in any and all capacities to sign any and all amendments (including post-
effective amendments) to this Registration Statement and all documents relating
thereto, and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agent, full power and authority to do and perform each
and every act and thing necessary or advisable 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 attorney-in-fact and
agent, or his substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Richard E. Stoddard Chairman of the Board, December 12, 1996
--------------------------- Chief Executive Officer
Richard E. Stoddard
/s/ Gerald A. Fawcett President December 12, 1996
---------------------------
Gerald A. Fawcett
</TABLE>
7
<PAGE>
<TABLE>
<S> <C> <C>
/s/ James F. Verhey Sr. Vice President Finance and CFO December 12, 1996
- ----------------------------- (Principal Financial Officer and
James F. Verhey Principal Accounting Officer)
/s/ Ronald E. Bitonti Director December 12, 1996
- -----------------------------
Ronald E. Bitonti
/s/ Todd G. Cole Director December 12, 1996
- -----------------------------
Todd G. Cole
/s/ Reynold C. MacDonald Director December 12, 1996
- -----------------------------
Reynold C. MacDonald
/s/ William J. Morgan Director December 12, 1996
- -----------------------------
William J. Morgan
/s/ Charles E. Packard Director December 12, 1996
- -----------------------------
Charles E. Packard
/s/ Thomas S. Rabone Director December 12, 1996
- -----------------------------
Thomas S. Rabone
/s/ Lyle B. Stevenson Director December 12, 1996
- -----------------------------
Lyle B. Stevenson
/s/ Marshall F. Wallach Director December 12, 1996
- -----------------------------
Marshall F. Wallach
</TABLE>
8
<PAGE>
EXHIBIT 4.1.1
-------------
FIRST AMENDMENT TO
KAISER VENTURES INC. 1995 STOCK PLAN
The Kaiser Ventures Inc. 1995 Stock Plan (the "Plan") is amended effective
as of June 17, 1996 as follows:
1. NEW SECTION 3. The current Section 3 of the Plan is hereby deleted in
its entirety and substitutes therefore in the following new Section 3:
SECTION 3. Stock Subject to Plan
---------------------
(a) The total number of shares of Stock reserved and available for
distribution under the Plan other than pursuant to Section 5(k) shall
be 2% of the number of shares outstanding on July 1, 1995 (i.e.,
209,102), plus 650,000 making for a total number of 859,102 shares
reserved and available under the Plan, which amount is approximately
2% of the anticipated cumulative total of the number of shares of
Stock of the Company outstanding on July 1, 1995 and as of July 1, for
each of three plan years thereafter. The total number of shares
reserved and available for distribution under the Plan pursuant to
Incentive Stock Options granted hereunder shall not exceed the same
numbers of shares reserved under this Plan, subject to any adjustment
which may be made under the following paragraph. Such shares may
consist, in whole or in part, of authorized and unissued shares. If
the shares of Stock cease to become subject to Stock Options or other
stock related incentives, the shares of Stock may become subject to
Stock Options or other stock related incentives again under the Plan.
In addition to the shares of Stock reserved and available for
distribution under the Plan as described in the preceding paragraph,
the total number shares of Stock reserved and available for
distribution under the Plan shall include such additional Stock as to
which Stock Options are granted pursuant to Section 5(k) [Directors'
Stock Options].
(b) Subject to paragraph (b)(iv) of Section 6 below, if any shares that
have been optioned cease to be subject to Stock Options, or if any
shares subject to any Restricted Stock or Deferred Stock award granted
hereunder are forfeited or such award otherwise terminates without a
payment being made to the participant, such shares shall again be
available for distribution in connection with future awards under the
Plan.
(c) In the event of any merger, reorganization, consolidation,
recapitalization, stock dividend, other change in corporate structure
affecting the Stock, or spin-off or other distribution of assets to
shareholders, such substitution or adjustment shall
9
<PAGE>
be made in the aggregate number of shares reserved for issuance under
the Plan, in the number and option price of shares subject to
outstanding options granted under the Plan, and in the number of
shares subject to Restricted Stock or Deferred Stock awards granted
under the Plan as may be determined to be appropriate by the
Committee, in its sole discretion, provided that the number of shares
subject to any award shall always be a whole number. Such adjusted
option price shall also be used to determine the amount payable by the
Company upon the exercise of any Stock Appreciation Right associated
with any Option.
2. NEW SECTION 5(L) TO THE PLAN
Section 5 of the Plan is hereby amended by the addition of a new sub-
section which shall read as follows:
(l) Surrender or Exchange. The Company may grant upon such terms and
conditions as the Committee may determine in its sole discretion
an optionee the right to surrender or exchange, in whole or in
part, any vested Stock Options or other vested stock related
incentive for stock or other stock related incentives.
3. EFFECTIVE DATE OF FIRST AMENDMENT. This First Amendment to the Plan
is effective as of the day and year first above written which is the
date that this First Amendment received approval by a vote of the
holders of a majority of the stock present and entitled to vote at a
meeting of the Company's Shareholders.
KAISER VENTURES INC.
By: /s/ Terry L. Cook
-------------------------------
Terry L. Cook
Sr. Vice President,
General Counsel and
Corporate Secretary
10
<PAGE>
EXHIBIT 5.1
-----------
December 12, 1996
Kaiser Ventures Inc.
3633 East Inland Empire Boulevard
Suite 850
Ontario, CA 91764
RE: OPINION OF COUNSEL AS TO LEGALITY OF 859,102 SHARES OF COMMON STOCK TO
BE REGISTERED UNDER THE SECURITIES ACT OF 1933
Ladies and Gentlemen:
This opinion is furnished in connection with the registration under the
Securities Act of 1933 on Form S-8 of 859,102 shares of Common Stock, $.03 par
value per share, of Kaiser Ventures Inc. (the "Company") offered to key
employees, non-employee directors and others who contribute to the Company's
success pursuant to the Kaiser Ventures Inc. 1995 Stock Plan (the "Plan").
As securities counsel for the Company, we advise you that it is our
opinion, based on our familiarity with the affairs of the Company and upon our
examination of pertinent documents, that the 859,102 shares of Common Stock to
be offered to employees, non-employee directors and others by the Company under
the Plan will, when paid for and issued, be validly issued and lawfully
outstanding, fully paid and nonassessable shares of Common Stock of the Company.
The undersigned hereby consent to the filing of this opinion with the
Securities and Exchange Commission as an Exhibit to the Registration Statement
with respect to said shares of Common Stock under the Securities Act of 1933.
Very truly yours,
/s/ Lindquist & Vennum
-----------------------------
LINDQUIST & VENNUM, P.L.L.P.
11
<PAGE>
EXHIBIT 23.2
------------
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration Statement
(Form S-8 No. 33-___________) pertaining to the Kaiser Venture Inc. 1995 Stock
Plan of our report dated February 9, 1996, included in Kaiser Ventures Inc.'s
10-K Report for the year ended December 31, 1995, filed with Securities and
Exchange Commission.
/s/ Ernst & Young LLP
---------------------
Ernst & Young LLP
Riverside, California
December 11, 1996
12
