As filed with the Securities and Exchange Commission on
November 30, 1994
Registration No. 33-
__________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
NUCOR CORPORATION
(Exact name of registrant as specified in its charter)
2100 Rexford Road
Charlotte, North Carolina 28211
(Address of principal executive offices)
Delaware
(State or other jurisdiction of incorporation or organization)
13-1860817
(I.R.S. Employer Identification No.)
SENIOR OFFICERS INCENTIVE STOCK COMPENSATION PLAN
OF NUCOR CORPORATION
(Full title of the plan)
SAMUEL SIEGEL Copy to:
Vice Chairman, Chief Financial Officer CHARLES C. ABELES
Nucor Corporation Piper & Marbury
2100 Rexford Road 1200 Nineteenth St., N.W
Charlotte, North Carolina 28211 Washington, D.C. 20036
(704) 366-7000 (202) 861-3872
(Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
Title of Amount Proposed Maximum
Securities to to be Offering Price
be Registered Registered per share*
- --------------- ------------ -----------------
Common Stock 625,000 shares $53.0625
(par value $.40 per share)
Proposed Maximum Amount of
Aggregate Registration
Offering Price Fee
----------------- ------------
$33,164,063 $11,441.60
* Pursuant to Rule 457(c) and (h) and for purposes of this
Registration Statement, the maximum offering price per share
is based upon the average of the high and low prices of the
registrant's stock reported on the New York Stock Exchange as
of November 25, 1994.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.**
Item 2. Registrant Information and Employee Plan Annual
Information.**
** Information required by Part I to be contained in the
Section 10(a) prospectus is omitted from the
Registration Statement in accordance with Rule 428 under
the Securities Act of 1933 and the Note to Part I of
Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents have been filed by Nucor Corporation
(the "Company") with the Securities and Exchange Commission (the
"Commission") and are incorporated herein by reference:
(1) The Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1993;
(2) All other reports by the Company pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934 since December
31, 1993, including the Company's Quarterly Reports on Form 10-Q
for the periods ended April 2, 1994, July 2, 1994 and October 1,
1994.
This Registration Statement covers an additional 625,000
shares of common stock, par value forty cents ($.40) per share,
(the "Common Stock") of the Company to be issued pursuant to the
terms of the Senior Officers Incentive Stock Compensation Plan of
Nucor Corporation (the "Plan"). The Company previously
registered shares of Common Stock for issuance under the Plan
pursuant to a registration statement on Form S-8 (Registration
No. 2-51735), declared effective September 5, 1974, the contents
of which are hereby incorporated by reference in this
Registration Statement.
In addition, all documents filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act
of 1934 subsequent to the date of this Registration Statement and
prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters
all securities remaining unsold shall be deemed to be
incorporated by reference into this Registration Statement and to
be a part hereof from the date of filing of 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 or is deemed
to be incorporated by reference herein modifies or supersedes
such statement. The documents required to be 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
Common Stock
The Company is authorized to issue 100,000,000 shares of
Common Stock. Each share of the Company's Common Stock is
entitled to one vote, and votes may be cumulated in electing
directors. Directors of the Company are divided into three
classes with one class to be elected each year. Dividends may be
paid on the Common Stock out of funds legally available for such
payment. The holders of the Common Stock have no preemptive
rights. The outstanding shares of Common Stock are fully paid
and non-assessable and not subject to further call or assessment.
There are no conversion, redemption or sinking fund provisions
relating to the Common Stock. The Common Stock is listed on the
New York Stock Exchange. First Union National Bank, Charlotte,
North Carolina, is registrar and transfer agent
Voting on Certain Actions
Under the Company's Certificate of Incorporation, the
affirmative vote of four-fifths (80%) of the Company's
outstanding voting stock is required to authorize any of the
following corporate transactions with any other entity which owns
more than 10% of the Company's voting stock: (a) a merger or
consolidation of the Company or any subsidiary with such other
entity, (b) the sale of more than 10% of the assets of the
Company or any subsidiary to such other entity, or (c) the
issuance or transfer by the Company of more than 10% of its
voting stock to such other entity.
Dividend Policy
On September 26, 1994, the Company declared a quarterly cash
dividend of four-and-one-half cents ($.045) per share and intends
to pay quarterly cash dividends in the future. The Company has
paid quarterly cash dividends every quarter since 1973. Future
dividends are dependent on earnings, the Company's financial
position and other factors which cannot be predicted.
Preferred Stock
The Certificate of Incorporation authorizes the issuance of
250,000 shares of Preferred Stock, par value four dollars
($4.00), and gives the Board of Directors discretion to provide
for its issuance in series and to fix the terms of each series.
No Preferred Stock is now outstanding and the Company has no
particular plans for its issuance. If and when issued, however,
it is probable that any series of Preferred Stock would be
entitled to certain preferences over Common Stock with respect to
dividends and distributions, and the holders of Preferred Stock
would be given by law the right to vote as a class on corporate
action which would adversely affect the preferences, rights or
powers of the Preferred Stock.
Item 5. Interests of Named Experts and Counsel
One or more partners at Piper & Marbury, counsel to the
Company, have an interest in the Common Stock of the Company in
excess of $50,000.
Item 6. Indemnification of Directors and Officers.
Directors and officers of the Company are indemnified,
pursuant to Section 145 of the Delaware General Corporation Law,
under Article VIII of the Company's Certificate of Incorporation.
The Company's Certificate of Incorporation provides that the
Company shall, to the fullest extent permitted by applicable law
from time to time in effect, indemnify any and all persons whom
it shall have the power to indemnify under said law.
Section 145 of the General Corporation Law of the State of
Delaware permits a corporation to indemnify its directors and
officers against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlements actually and reasonably
incurred by them in connection with any action, suit or
proceeding brought by third parties, if such directors or
officers acted in good faith and in a manner they 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 reason to believe their conduct was unlawful.
In an action by or in the right of the corporation, a corporation
may indemnify its directors and officers only for expenses
actually and reasonably incurred by such directors and officers
in connection with the defense or settlement of an action or
suit, and only with respect to a matter as to which they shall
have acted in good faith and in a manner they reasonably believed
to be in or not opposed to the best interest of the corporation,
except that no indemnification shall be made if such person shall
have been adjudged liable to the corporation, unless and only to
the extent that the court in which the action or suit was brought
shall determine upon application that the defendant officers or
directors are reasonably entitled to indemnity for such expenses
despite such adjudication of liability.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit
Number Description
- ------ -------------
4.1 Senior Officers Incentive Stock Compensation Plan of
Nucor Corporation.
5 Opinion of Piper & Marbury.
23.1 Consent of Piper & Marbury (included in Exhibit 5).
23.2 Consent of Coopers & Lybrand, L.L.P.
24 Powers of Attorney.
Item 9. Undertakings.
A. Rule 415 Offering.
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;
(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;
(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. Incorporation of Subsequent Exchange Act Documents.
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. Securities and Exchange Commission Position on
Indemnification.
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 Act and will be governed by the final
adjudication of such issue.
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 Charlotte, State of North Carolina on this 30th day
of November, 1994.
NUCOR CORPORATION
By:/s/ F. Kenneth Iverson
---------------------------------
F. Kenneth Iverson,
Chairman 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 and on the date indicated.
Name Title Date
/s/ F. Kenneth Iverson Chairman and November 30, 1994
- ---------------------- Chief Executive Officer
F. Kenneth Iverson (Principal Executive Officer)
/s/ Samuel Siegel
- --------------------- Vice Chairman and November 30, 1994
Samuel Siegel Chief Financial Officer
(Principal Financial and
Accounting Officer)
President and
* Chief Operating
- --------------------- Officer and Director November 30, 1994
John D. Correnti
*
- -------------------- Director November 30, 1994
H. David Aycock
*
- --------------------- Director November 30, 1994
James W. Cunningham
* By his signature below, Samuel Siegel has signed this
Registration Statement on November 30, 1994 on behalf of the
above-listed persons designated by asterisks pursuant to a
duly executed power of attorney filed with the Securities and
Exchange Commission.
/s/ Samuel Siegel
---------------------------
Samuel Siegel,
Attorney-in-fact
EXHIBIT 4.1
SENIOR OFFICERS INCENTIVE STOCK COMPENSATION PLAN
OF NUCOR CORPORATION
1. PURPOSES: The purposes of this Plan are to provide
greater incentive for senior officers, to attract and retain
senior officers of outstanding competence, and to further the
identity of interests of senior officers with those of Nucor
Corporation's shareholders.
2. DEFINITIONS: (a) "Year" means the Corporation's fiscal
year. (b) "Basic Annual Salary" means the amount paid or payable
to a Participant with respect to a Year, for services rendered,
and does not include any amounts paid, payable, set aside or
otherwise credited under this Plan or any other plan for
Participants, nor severance pay, royalties, bonuses or other
similar or special compensation. (c) "Participant" means any
person, including a director of the Corporation, employed by the
Corporation or a subsidiary on a full-time salaried basis who is
designated as Chairman of the Board, Vice Chairman of the Board,
President or a Vice President of the Corporation. (d) "Adjusted
Net Earnings" means, with respect to any Year, the amount by
which the retained earnings of the Corporation and its
subsidiaries on a consolidated basis are increased due to such
Year's operations (including extraordinary charges and credits)
before charges and credits for federal income taxes and amounts
under this Plan or any other plan solely for Participants,
including former Participants, as determined by the independent
public accounting firm employed by the Corporation as its
auditors.
3. EFFECTIVE DATE: (a) This Plan shall become effective
upon its approval by the Corporation's Board of Directors after
approval by the stockholders of the Corporation. (b) the Board of
Directors may provide that the Plan shall become effective as of
the first day of any Year during or after which the Board of
Directors approves the Plan.
4. ADMINISTRATION: (a) The Corporation's Board of
Directors shall have the authority to administer this Plan and to
issue stock pursuant to the terms of this Plan, including,
without limitation, the authority to establish (with no changes
more than once every six months) (i) the applicable percentage
and amount of Adjusted Net Earnings as provided in Paragraph
5(b), and (ii) the percentage of stock which shall be
transferable as provided in Paragraph 8(c), subject to the
limitations of such paragraphs. The Board of Directors may
delegate all or any part of its authority under this Plan to an
Administrative Committee appointed by it and composed of at least
two of its members. (b) All legal and other expenses of
administering and relating to this Plan shall be paid by the
Corporation. In the event a dispute arises under this Plan
between the Corporation and a Participant or former Participant
and such dispute is resolved by a final judgment of a court in
favor of such Participant or former Participant or if such
dispute is settled before such final judgment, then the
Corporation shall pay the legal and other expenses actually and
reasonable incurred by such Participant or former Participant.
(c) The Corporation and each Participant shall enter into
separate contracts under this Plan. Such contracts shall contain
such terms and conditions as the parties agree upon, provided
that they are not inconsistent with this Plan.
5. COMPENSATION: (a) In consideration of the services
rendered by the Participants to the Corporation for each Year,
the Corporation shall issue to each Participant for each Year a
number of shares of its common stock which shall bear the same
ratio to the total number of shares for such year, as computed in
Paragraph 5(b) below, as each Participant's Basic Annual Salary
in such Year bears to the total of all Basic Annual Salaries in
such Year of all Participants; provided that no fractional shares
shall be issued. (b) The total number of shares for all
Participants for each Year, valued in accordance with Paragraph
5(c) below, shall be an amount equal to not more than four
percent (4%) of the Corporation's Adjusted Net Earnings in excess
of at least five million dollars ($5,000,000) in each Year. (c)
For purposes of Paragraph 5(b) above, common stock shall be
valued at a price equivalent to ninety percent (90%) of the last
published price at which such stock was traded in such Year.
6. FORFEITURE: (a) Shares of stock issued to each
Participant with respect to each Year shall become non-
forfeitable at the rate of twenty percent (20%) per year,
commencing as of January 1 of the following year. (b) Upon
termination of a Participant's employment with the Corporation
for reasons of retirement, disability or death, all forfeitable
stock under this Plan (including, without limitation, stock
issued and issuable for a prior Year, and stock to be issued for
the portion of the current Year up to the date of such
retirement, disability or death) shall become non-forfeitable.
"Retirement" includes, without limitation, voluntary termination
of employment by a Participant who is over fifty-five (55) but
less than sixty-five (65) years of age, if such retirement is
approved by the Corporation's Board of Directors. (c) Upon
termination of a Participant's employment with the Corporation
voluntarily or at the request of the Corporation, and not for
reasons of retirement, disability or death, all forfeitable stock
under this Plan (including, without limitation, stock issued and
issuable for a prior Year, and stock to be issued for the portion
of the current Year up to the date of such termination) shall be
forfeited to the Corporation, and the Participant shall no longer
be the owner of or retain any interest whatsoever in such stock.
7. REGISTRATION AND CUSTODY: (a) Shares of stock issued
under this Plan shall be registered in the name of each
Participant, who shall thereupon become the owner with full
dividend, voting, liquidation and other rights, but subject to
the forfeiture and other provisions of this Plan. (b) Stock
certificates shall be issued and may either be held by the
Corporation or delivered to and held by a custodian or trustee
selected and compensated by the Corporation. Such custodian or
trustee shall be a bank or trust company with a net worth in
excess of fifteen million dollars ($15,000,000). (c) Stock
certificates issued may bear such restrictive legend(s) as the
Board of Directors deems advisable.
8. TRANSFER: (a) Stock issued but forfeitable under the
terms of this Plan may not be transferred by Participants in any
manner, and shall not be subject to levy, attachment, or other
legal process. (b) As long as a Participant's employment with
the Corporation continues, he may take delivery of certificates
and transfer any portion of non-forfeitable stock issued to him
under this Plan, not exceeding the transferable percentage
thereof specified in Paragraph 8(c) below. (c) For purposes of
Paragraph 8(b) above, the transferable percentage shall be
established from time to time by the Corporation's Board of
Directors, and shall be at least fifty percent (50%). (d) Upon
termination of a Participant's employment with the Corporation
for any reason, he may take delivery of and transfer all or any
part of his non-forfeitable stock in his discretion. (e) All
transfers of stock issued under this Plan by Participants, former
Participants and successive owners are subject to all
requirements of applicable laws and regulations.
9. AMENDMENT AND TERMINATION: (a) This Plan may be
amended or terminated by the Corporation's Board of Directors at
any time, provided that no amendments, other than clarifying
amendments, shall change Paragraphs 2, 5, 6(a), 8(b) or 8(c)
unless approved by the Corporation's shareholders. No such
amendment or termination, however, shall be retroactive or shall
affect or change any interests or rights of any Participant or
former Participant in the Plan. "Interests or rights" shall
include, without limitation, stock issued and issuable for a
prior Year, and stock to be issued for the portion of the current
Year up to the date of such amendment or termination. (b) The
Corporation shall not consolidate, merge or transfer, sell or
distribute by liquidation or otherwise, all or substantially all
of its assets, unless the successor in any such transaction shall
assume the Corporation's obligations under this Plan up to the
date of such transaction or unless the Corporation shall make
other satisfactory arrangements to insure that such obligations
are fulfilled.
EXHIBIT 5
PIPER & MARBURY
1200 Nineteenth Street, N.W.
Washington, D.C. 20036
202-861-3900
FAX: 202-223-2085
BALTIMORE
NEW YORK
PHILADELPHIA
LONDON
EASTON, MD
November 30, 1994
Nucor Corporation
2100 Rexford Road
Charlotte, North Carolina 28211
Re: Registration Statement on Form S-8
Senior Officers Incentive Stock Compensation Plan
Ladies and Gentlemen:
You have asked us for our opinion with respect to certain
matters relating to the issuance by Nucor Corporation, a Delaware
corporation (the "Company"), of an aggregate of 625,000 shares of
common stock, par value $.40 per share, of the Company (the
"Shares") to be issued pursuant to the Senior Officers Incentive
Stock Compensation Plan of Nucor Corporation (the "Plan").
For purposes of this opinion, we have examined and relied
upon (i) the Company's charter and by-laws, (ii) the Plan, (iii)
the corporate proceedings of the Company relating to the adoption
of the Plan and the authorization for issuance of the Shares
under the Plan, and (iv) such other documents, including
certificates of officers of the Company, as we have deemed
necessary in connection with the rendering of the opinion set
forth below. In such examination, we have assumed the
genuineness of all signatures, the authenticity of all documents
submitted to us as originals, and the conformity with originals
of all documents submitted to us as copies.
Based upon the foregoing and in reliance thereon, it is our
opinion that, when issued pursuant to the terms of the Plan, the
Shares will be legally and validly authorized and issued and will
be fully paid and nonassessable in the hands of the holders under
the laws of the State of Delaware. The opinion expressed in this
letter is solely for your use and may not be relied on by any
other person without our express prior written consent.
We hereby consent to the filing of this opinion as Exhibit 5
in the above-referenced Registration Statement.
Very truly yours,
/s/ PIPER & MARBURY
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the
Registration Statement of Nucor Corporation on Form S-8 (Senior
Officers Incentive Stock Compensation Plan) of our report dated
February 21, 1994, on our audits of the financial statements and
financial statement schedules of Nucor Corporation as of December
31, 1993 and 1992, and for the years ended December 31, 1993,
1992, and 1991, which report is included in the Annual Report on
Form 10-K.
Charlotte, North Carolina
November 29, 1994
/s/ Coopers & Lybrand, L.L.P.
-----------------------------
Coopers & Lybrand, L.L.P.
EXHIBIT 24
NUCOR CORPORATION
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, a
Director and/or Officer of Nucor Corporation, a Delaware
corporation, hereby constitutes and appoints F. Kenneth Iverson
and Samuel Siegel and each of them, the true and lawful agents
and attorneys-in-fact of the undersigned with full power and
authority in said agents and attorneys-in-fact, and in any one or
more of them, to sign for the undersigned and in his name a
Registration Statement on Form S-8, or other appropriate form, of
the Corporation to be filed with the Securities and Exchange
Commission, Washington, D.C., under the Securities Act of 1933,
as amended, and any amendment or amendments to such Registration
Statement, relating to issuance of Common Stock of the
Corporation under its Senior Officers Incentive Stock
Compensation Plan; hereby ratifying and confirming all acts taken
by such agents and attorneys-in-fact, or any one or more of them,
as herein authorized.
Dated: November 30, 1994
Name Title
President and Chief Operating
/s/ John D. Correnti Officer and Director
- ----------------------------
John D. Correnti
NUCOR CORPORATION
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, a
Director and/or Officer of Nucor Corporation, a Delaware
corporation, hereby constitutes and appoints F. Kenneth Iverson
and Samuel Siegel and each of them, the true and lawful agents
and attorneys-in-fact of the undersigned with full power and
authority in said agents and attorneys-in-fact, and in any one or
more of them, to sign for the undersigned and in his name a
Registration Statement on Form S-8, or other appropriate form, of
the Corporation to be filed with the Securities and Exchange
Commission, Washington, D.C., under the Securities Act of 1933,
as amended, and any amendment or amendments to such Registration
Statement, relating to issuance of Common Stock of the
Corporation under its Senior Officers Incentive Stock
Compensation Plan; hereby ratifying and confirming all acts taken
by such agents and attorneys-in-fact, or any one or more of them,
as herein authorized.
Dated: November 30, 1994
Name Title
/s/ H. David Aycock Director
- ----------------------------
H. David Aycock
NUCOR CORPORATION
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, a
Director and/or Officer of Nucor Corporation, a Delaware
corporation, hereby constitutes and appoints F. Kenneth Iverson
and Samuel Siegel and each of them, the true and lawful agents
and attorneys-in-fact of the undersigned with full power and
authority in said agents and attorneys-in-fact, and in any one or
more of them, to sign for the undersigned and in his name a
Registration Statement on Form S-8, or other appropriate form, of
the Corporation to be filed with the Securities and Exchange
Commission, Washington, D.C., under the Securities Act of 1933,
as amended, and any amendment or amendments to such Registration
Statement, relating to issuance of Common Stock of the
Corporation under its Senior Officers Incentive Stock
Compensation Plan; hereby ratifying and confirming all acts taken
by such agents and attorneys-in-fact, or any one or more of them,
as herein authorized.
Dated: November 30, 1994
Name Title
/s/ James W. Cunningham Director
- -----------------------------
James W. Cunningham
