As filed with the Securities and Exchange Commission on August 17, 1999
Registration No. 333-______
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)
DELAWARE 13-1860817
(State or other jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or organization)
2100 REXFORD ROAD
CHARLOTTE, NORTH CAROLINA 28211
(Address of principal executive offices) (Zip Code)
1997 KEY EMPLOYEES INCENTIVE STOCK OPTION PLAN
(Full title of plan)
(Name, address and telephone
number of agent for service) (Copy to:)
SAMUEL SIEGEL THEODORE D. SEGAL, ESQ.
VICE CHAIRMAN, CHIEF FINANCIAL OFFICER PIPER & MARBURY L.L.P.
NUCOR CORPORATION 1200 NINETEENTH STREET, N.W.
2100 REXFORD ROAD WASHINGTON, D.C. 20036
CHARLOTTE, NORTH CAROLINA 28211 (202) 861-3900
(704) 366-7000
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
PROPOSED
AMOUNT MAXIMUM AMOUNT OF
TO BE AGGREGATE REGISTRATION
TITLE OF SECURITIES TO BE REGISTERED REGISTERED OFFERING PRICE (2) FEE (2)
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.40 par value 3,000,000(1) $149,520,000 $41,567
- --------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
amended, this Registration Statement also covers an indeterminate number of
shares of Common Stock that may be offered or issued by reason of stock splits,
stock dividends or similar transactions.
(2) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(c) and (h). The proposed maximum offering price per share, proposed
maximum aggregate offering price and the amount of the registration fee are
based on the average of the high and low prices of Nucor Corporation's Common
Stock reported on the New York Stock Exchange on August 13, 1999 (i.e.,
$49.84).
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Not required to be included in this Form S-8 Registration Statement
pursuant to introductory 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 which have been filed by the Registrant with
the Securities and Exchange Commission (the "Commission") are incorporated
herein by reference:
(a) Annual Report of the Registrant on Form 10-K for the fiscal
year ended December 31, 1998;
(b) All other reports filed pursuant to Sections 13(a) or 15(d) of
the Exchange Act since the end of the fiscal year covered by
the document referred to in (a) above; and
(c) Description of Common Stock of the Registrant contained or
incorporated in the registration statements filed by the
Registrant under the Exchange Act, including any amendments or
reports filed for the purpose of updating such description.
All documents subsequently filed by the Registrant and the 1997 Key
Employees Incentive Stock Option Plan (the "Plan") with the Commission 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 remaining unsold, shall be deemed
to be incorporated by reference into this Registration Statement and to be a
part of this Registration Statement 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. 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.
One or more parties at Piper & Marbury L.L.P., counsel to the
Registrant, have an interest in the Common Stock of the Registrant in excess of
$50,000.
-2-
<PAGE>
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Directors and officers of the Registrant are indemnified, pursuant to
Section 145 of the Delaware General Corporation Law, under Article VIII of the
Registrant's Certificate of Incorporation, as amended. The Registrant's
Certificate of Incorporation provides that it 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.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION
4.0 1997 Key Employees Incentive Stock Option Plan
(incorporated by reference to Nucor's Schedule 14A,
Definitive Proxy Statement, filed with the
Commission on March 26, 1997, File No. 1-04119)
5.0 Opinion of Piper & Marbury L.L.P., counsel for the
Registrant, regarding the legal validity of the
shares of Common Stock being registered for
issuance under the Plan (filed herewith)
23.1 Consent of Counsel (contained in Exhibit 5.0)
23.2 Consent of Independent Accountants (filed herewith)
24 Powers of Attorney (filed herewith)
ITEM 9. UNDERTAKINGS.
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;
-3-
<PAGE>
(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 this 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.
Paragraphs (l)(i) and (l)(ii) above do not apply if 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 this
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.
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 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.
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
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.
-4-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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 the 16th
day of August, 1999.
NUCOR CORPORATION
By: /s/ H. David Aycock
--------------------------------
H. David Aycock
Chairman, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Administrator of the Nucor Corporation's 1997 Key Employees Stock Option
Plan 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 the 16th day of August 1999.
NUCOR CORPORATION
1997 KEY EMPLOYEES
INCENTIVE STOCK OPTION PLAN
By: /s/ Samuel Siegel
-------------------------------
Name: Samuel Siegel
------------------------
Title: Vice Chairman, Chief
Executive Officer,
Treasurer, Secretary
and Director
------------------------
-5-
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ H. David Aycock Chairman, President and August 16, 1999
- --------------------------------- Chief Executive Officer
H. David Aycock (Principal Executive Officer)
/s/ Samuel Siegel Vice Chairman, Chief Financial Officer, August 16, 1999
- --------------------------------- Treasurer, Secretary and Director
Samuel Siegel (Principal Financial Officer)
/s/ Terry S. Lisenby Vice President and Corporate Controller August 16, 1999
- --------------------------------- (Principal Accounting Officer)
Terry S. Lisenby
* Director August 16, 1999
- ---------------------------------
Peter C. Browning
* Director August 16, 1999
- ---------------------------------
Harvey B. Gantt
* Director August 16, 1999
- ---------------------------------
Victoria F. Haynes
* Director August 16, 1999
- ---------------------------------
James D. Hlavacek
</TABLE>
By his signature below, Samuel Siegel has signed this Registration
Statement on August 16, 1999 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.
By: /s/ Samuel Siegel
-----------------------------
Samuel Siegel
Attorney-in-fact
-6-
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
4.0 1997 Key Employees Incentive Stock Option Plan
(incorporated by reference to Nucor's Schedule 14A,
Definitive Proxy Statement, filed with the
Commission on March 26, 1997, File No. 1-04119)
5.0 Opinion of Piper & Marbury L.L.P., counsel for the
Registrant, regarding the legal validity of the
shares of Common Stock being registered for
issuance under the Plan (filed herewith)
23.1 Consent of Counsel (contained in Exhibit 5.0)
23.2 Consent of Independent Accountants (filed herewith)
24 Powers of Attorney (filed herewith)
-7-
EXHIBIT 5.0
PIPER & MARBURY
L.L.P.
CHARLES CENTER SOUTH
36 SOUTH CHARLES STREET
BALTIMORE, MARYLAND 21201-3010
410-539-2530 WASHINGTON
FAX: 410-539-0489 NEW YORK
PHILADELPHIA
EASTON
August 16, 1999
Nucor Corporation
2100 Rexford Road
Charlotte, North Carolina 28211
Ladies and Gentlemen:
We have acted as counsel to Nucor Corporation, a Delaware corporation
(the "Corporation"), in connection with the preparation and filing with the
Securities and Exchange Commission of a Registration Statement on the Form S-8
(the "Registration Statement") registering 3,000,000 shares of Common Stock, par
value $.40 per share, issuable pursuant to the exercise of stock options granted
under the Nucor Corporation's 1997 Key Employees Incentive Stock Option Plans
(the "Plan") (shares registered under the Plan pursuant to the Registration
Statement referred to as the "Plan Shares").
We have examined copies of the Corporation's Amended and Restated
Certificate of Incorporation, By-Laws, the Plan, all resolutions adopted by the
Corporation's Board of Directors relating to the above and other records and
documents that we have deemed necessary for the purpose of this opinion. We have
also examined such other documents, papers, statutes and authorities as we have
deemed necessary to form a basis for this opinion. In our examination, we have
assumed the genuineness of all signatures and the conformity to original
documents of all copies submitted to us. As to various questions of fact
material to this opinion, we have relied on statements and certificates of
officers and representatives of the Corporation and others.
Based upon the foregoing, we are of the opinion that the Plan Shares
issuable under the Plan have been duly authorized and will be (when issued, sold
and delivered as authorized) validly issued, fully paid and non-assessable.
The opinion set forth herein is limited to matters governed by the laws
of the State of Delaware and the Federal Laws of the United States of America,
and we express no opinion as to any other laws.
We hereby consent to the filing of this opinion as Exhibit 5.0 to the
Registration Statement.
Very truly yours,
/s/ Piper & Marbury L.L.P.
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 3, 1999 relating to the
financial statements, which appears in the 1998 Annual Report to Shareholders of
Nucor Corporation, which is incorporated by reference in Nucor Corporation's
Annual Report on Form 10-K for the year ended December 31, 1998.
/s/ PricewaterhouseCoopers LLP
Charlotte, North Carolina
August 16, 1999
- ----------------
LIMITED POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That I, Peter C. Browning, the grantor, do by these presents hereby
make, constitute and appoint H. David Aycock, Samuel Siegel and Terry S.
Lisenby, or any of them, true and lawful attorneys-in-fact for me and in my
name, place and stead, to sign my name in the capacity stated and where required
to a Registration Statement filed with the Securities and Exchange Commission,
and any and all amendments (including post-effective amendments) thereto,
relating to the registration of shares of Common Stock of Nucor Corporation in
connection with its 1997 Key Employees Incentive Stock Option Plan, and in
connection with any other stock plan of Nucor Corporation.
I grant and give unto my attorneys-in-fact authority and power to do
and perform any and all other acts necessary or incident to the performance and
execution of the powers herein expressly granted, with power to do and perform
all acts authorized hereby, as fully as to all intents and purposes as I, the
grantor, might or could do if personally present, with full power of
substitution.
IN WITNESS WHEREOF, I have hereunto set my hand as of the 11th day of
August, 1999.
/s/ Peter C. Browning
------------------------------
Peter C. Browning
STATE OF North Carolina )
) ss:
COUNTY OF Mecklenburg )
I, Kelly J. Wilmoth, a Notary Public in and for the State and County
aforesaid, do hereby certify that Peter C. Browning, the grantor of the
foregoing Limited Power of Attorney, bearing date on the 11th day of August,
1999, personally appeared before me in this jurisdiction, being personally well
known to me as the person who executed the said instrument, and acknowledged the
same to be the act and deed of the grantor.
Given under my hand and seal this 11th day of August, 1999.
/s/ Kelly J. Wilmoth
------------------------------
Notary Public
My commission expires on August 23, 2003
[Notary Seal appears here]
<PAGE>
LIMITED POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That I, Harvey B. Gantt, the grantor, do by these presents hereby
make, constitute and appoint H. David Aycock, Samuel Siegel and Terry S.
Lisenby, or any of them, true and lawful attorneys-in-fact for me and in my
name, place and stead, to sign my name in the capacity stated and where required
to a Registration Statement filed with the Securities and Exchange Commission,
and any and all amendments (including post-effective amendments) thereto,
relating to the registration of shares of Common Stock of Nucor Corporation in
connection with its 1997 Key Employees Incentive Stock Option Plan, and in
connection with any other stock plan of Nucor Corporation.
I grant and give unto my attorneys-in-fact authority and power to do
and perform any and all other acts necessary or incident to the performance and
execution of the powers herein expressly granted, with power to do and perform
all acts authorized hereby, as fully as to all intents and purposes as I, the
grantor, might or could do if personally present, with full power of
substitution.
IN WITNESS WHEREOF, I have hereunto set my hand as of the 11th day of
August, 1999.
/s/ Harvey B. Gantt
------------------------------
Harvey B. Gantt
STATE OF North Carolina )
) ss:
COUNTY OF Mecklenburg )
I, Kelly J. Wilmoth, a Notary Public in and for the State and County
aforesaid, do hereby certify that Harvey B. Gantt, the grantor of the
foregoing Limited Power of Attorney, bearing date on the 11th day of August,
1999, personally appeared before me in this jurisdiction, being personally well
known to me as the person who executed the said instrument, and acknowledged the
same to be the act and deed of the grantor.
Given under my hand and seal this 11th day of August, 1999.
/s/ Kelly J. Wilmoth
------------------------------
Notary Public
My commission expires on August 23, 2003
[Notary Seal appears here]
<PAGE>
LIMITED POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That I, Victoria F. Haynes, the grantor, do by these presents hereby
make, constitute and appoint H. David Aycock, Samuel Siegel and Terry S.
Lisenby, or any of them, true and lawful attorneys-in-fact for me and in my
name, place and stead, to sign my name in the capacity stated and where required
to a Registration Statement filed with the Securities and Exchange Commission,
and any and all amendments (including post-effective amendments) thereto,
relating to the registration of shares of Common Stock of Nucor Corporation in
connection with its 1997 Key Employees Incentive Stock Option Plan, and in
connection with any other stock plan of Nucor Corporation.
I grant and give unto my attorneys-in-fact authority and power to do
and perform any and all other acts necessary or incident to the performance and
execution of the powers herein expressly granted, with power to do and perform
all acts authorized hereby, as fully as to all intents and purposes as I, the
grantor, might or could do if personally present, with full power of
substitution.
IN WITNESS WHEREOF, I have hereunto set my hand as of the 11th day of
August, 1999.
/s/ Victoria F. Haynes
------------------------------
Victoria F. Haynes
STATE OF North Carolina )
) ss:
COUNTY OF Mecklenburg )
I, Kelly J. Wilmoth, a Notary Public in and for the State and County
aforesaid, do hereby certify that Victoria F. Haynes, the grantor of the
foregoing Limited Power of Attorney, bearing date on the 11th day of August,
1999, personally appeared before me in this jurisdiction, being personally well
known to me as the person who executed the said instrument, and acknowledged the
same to be the act and deed of the grantor.
Given under my hand and seal this 11th day of August, 1999.
/s/ Kelly J. Wilmoth
------------------------------
Notary Public
My commission expires on August 23, 2003
[Notary Seal appears here]
<PAGE>
LIMITED POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That I, James D. Hlavacek, the grantor, do by these presents hereby
make, constitute and appoint H. David Aycock, Samuel Siegel and Terry S.
Lisenby, or any of them, true and lawful attorneys-in-fact for me and in my
name, place and stead, to sign my name in the capacity stated and where required
to a Registration Statement filed with the Securities and Exchange Commission,
and any and all amendments (including post-effective amendments) thereto,
relating to the registration of shares of Common Stock of Nucor Corporation in
connection with its 1997 Key Employees Incentive Stock Option Plan, and in
connection with any other stock plan of Nucor Corporation.
I grant and give unto my attorneys-in-fact authority and power to do
and perform any and all other acts necessary or incident to the performance and
execution of the powers herein expressly granted, with power to do and perform
all acts authorized hereby, as fully as to all intents and purposes as I, the
grantor, might or could do if personally present, with full power of
substitution.
IN WITNESS WHEREOF, I have hereunto set my hand as of the 11th day of
August, 1999.
/s/ James D. Hlavecek
------------------------------
James D. Hlavecek
STATE OF North Carolina )
) ss:
COUNTY OF Mecklenburg )
I, Kelly J. Wilmoth, a Notary Public in and for the State and County
aforesaid, do hereby certify that James D. Hlavacek, the grantor of the
foregoing Limited Power of Attorney, bearing date on the 11th day of August,
1999, personally appeared before me in this jurisdiction, being personally well
known to me as the person who executed the said instrument, and acknowledged the
same to be the act and deed of the grantor.
Given under my hand and seal this 11th day of August, 1999.
/s/ Kelly J. Wilmoth
------------------------------
Notary Public
My commission expires on August 23, 2003
[Notary Seal appears here]
