As filed with the Securities and Exchange Commission on March 23, 1999.
Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
Registration Statement Under the Securities Act of 1933
MASCOTECH, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 38-2513975
(State or other jurisdiction of incorporation)(IRS Employer Identification No.)
21001 Van Born Road, Taylor, Michigan 48180
(Address of Principal Executive Offices) (Zip Code)
MascoTech, Inc. Salaried Savings Plan 401(k)
MascoTech, Inc. Hourly Savings Plan 401(k)
(Full Title of the Plan)
David B. Liner
Vice President and General Counsel
MascoTech, Inc.
21001 Van Born Road
Taylor, Michigan 48180
(Name and Address of Agent for Service)
(313) 274-7405
(Telephone no., including area code, of agent for service)
If any of the securities being registered on this Form are to be
offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [X]
CALCULATION OF REGISTRATION FEE
Title of Proposed Proposed
Securities to Amount to Maximum Maximum Amount of
be Be Offering Aggregate of Registration
Registered (1) Registered Price Offering Fee(3)
(1) Per Share(3) Price(3)
Common Stock 1,000,000(1)(2) $ 14.625 $ 14,625,000 $ 4,065.75
(Par Value
$1.00 Per
Share)
(1) In addition, pursuant to Rule 416(c) under the Securities Act of
1993, this registration statement also covers an indeterminate amount
of interests to be offered or sold pursuant to the employee benefit
plans described herein.
(2) Pursuant to Rule 416(a), this Registration Statement also covers such
indeterminate number of additional shares of Common Stock as may be
issuable in the event of stock splits, stock dividends or similar
transactions.
(3) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(h) and based on the average of the high and low
prices of the Common Stock on the New York Stock Exchange - Composite
Tape on March 16, 1999 as reported in The Wall Street Journal.
<PAGE>
INTRODUCTION
In connection with the offering by MascoTech, Inc. (the
"Company" or "Registrant") of additional investment alternatives
to participants in its Salaried Savings Plan 401(k) and Hourly
Savings Plan 401(k) (each, a "Plan," and together, the "Plans"),
the Company and the Plans will permit participants in the Plans
(subject to certain exceptions) to invest up to 25% of their
account balances and up to 25% of additional contributions to
their accounts in a unitized stock fund consisting predominately
of shares of the common stock, par value $1.00 (the "Common
Stock"), of the Company and of cash investments (as determined
from time to time by the trustee of the Plans). Based on the
level of investments from time to time in the unitized stock fund
by participants in the Plans, the trustee will purchase or sell
shares of Common Stock on the New York Stock Exchange or in
private transactions at then prevailing market prices. The
Company will not issue any shares of Common Stock to the Plans.
Part I
INFORMATION REQUIRED IN THE
SECTION 10(a) PROSPECTUS
Omitted pursuant to the Note to Part I.
Part II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Company and the Plans incorporate the following
documents into this Registration Statement by reference:
(a) The Plans' and the Company's latest annual reports
filed pursuant to Section 13 or 15(d) of the Securities and
Exchanges Act of 1934, as amended (the "1934 Act"), or the
Company's latest prospectus filed pursuant to Rule 424(b)
under the Securities Act of 1933 (the "1933 Act"), which
contains, either directly or by incorporation by reference,
certified financial statements for the Company's latest
fiscal year for which such statements have been filed.
(b) All other reports of the Company filed pursuant to
Section 13(a) or 15(d) of the 1934 Act since the end of the
fiscal year covered by the annual reports or the prospectus
referred to in (a) above.
(c) The description of the Common Stock to be offered
contained in the registration statement on Form 10 dated
May 2, 1984 filed by the Company under the 1934 Act with the
Commission, including any amendment or report filed for the
purpose of updating such description.
(d) The description of the preferred stock purchase
rights contained in the registration statement on Form 8-A
dated February 23, 1998 filed by the Company under
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the 1934 Act with the Commission, including any amendment or
report filed for the purpose of updating such description.
The Company and the Plans incorporate all reports and other
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 hereby have been sold or which deregisters all
securities remaining unsold, into this Registration Statement by
reference and to be a part hereof from the date of the filing of
such reports and documents. Any statements contained in a
document incorporated by reference herein shall be deemed to be
modified or superseded for purposes hereof to the extent that a
statement contained herein (or in any other subsequently filed
document which is also incorporated by reference herein) modifies
or supersedes such statement. Any statement so modified or
superseded shall not be deemed to constitute a part hereof except
as so modified or superseded.
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 General Corporation Law of Delaware
empowers the Company to indemnify, subject to the standards
therein prescribed, any person in connection with any action,
suit or proceeding brought or threatened by reason of the fact
that such person is or was a Director, officer, employee or agent
of the Company or is or was serving as such with respect to
another corporation or other entity at the request of the
Company. Article 14 of the Company's Restated Certificate of
Incorporation provides that each person who was or is made a
party to (or is threatened to be made a party to) or is otherwise
involved in any action, suit or proceeding by reason of the fact
that such person is or was a Director, officer or employee of the
Company shall be indemnified and held harmless by the Company to
the fullest extent authorized by the General Corporation Law of
Delaware against all expenses, liability and loss (including
without limitation attorneys' fees, judgments, fines and amounts
paid in settlement) reasonably incurred by such person in
connection therewith. The rights conferred by Article 14 are
contractual rights and include the right to be paid by the
Company the expenses incurred in defending such action, suit or
proceeding in advance of the final disposition thereof.
Article 13 of the Company's Restated Certificate of
Incorporation provides that the Company's Directors will not be
personally liable to the Company or its stockholders for monetary
damages resulting from breaches of their fiduciary duty as
Directors except (a) for any breach of the duty of loyalty to the
Company or its stockholders, (b) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing
violation of law, (c) under Section 174 of the General
Corporation Law of Delaware, which makes Directors liable for
unlawful dividends
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or unlawful stock repurchases or redemptions, or (d) for
transactions from which Directors derive improper personal
benefit.
The Company's Directors and officers are covered by
insurance policies indemnifying them against certain civil
liabilities, including liabilities under the Federal securities
laws (other than liability under Section 16(b) of the 1934 Act),
which might be incurred by them in such capacity.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit No. Description
4.a Restated Certificate of Incorporation of the
Company and amendments thereto. Incorporated by
reference to the Exhibits filed with the Company's
Registration Statement on Form S-8 (1933 Act No. 333-
64531).
4.b Bylaws of the Company, as amended. Incorporated
by reference to the Exhibits filed with the Company's
Annual Report on Form 10-K for the year ended December
31, 1997.
4.c Rights Agreement dated as of February 20, 1998,
between MascoTech, Inc. and The Bank of New York, as
Rights Agent (incorporated by reference to the Exhibits
filed with MascoTech, Inc.'s Registration Statement on
Form 8-A dated February 23, 1998) and Amendment No. 1
dated September 22, 1998 (incorporated by reference to
the Exhibits filed with MascoTech, Inc.'s Quarterly
Report on Form 10-Q for the quarter ended
September 30, 1998).
5 The Company previously obtained determination
letters from the Internal Revenue Service ("IRS") that
the Plans were qualified. Pursuant to Item 8(b), the
Company undertakes to submit any amendments to the
Plans to the IRS in a timely manner and make all
changes required by the IRS to qualify the Plans.
*23.a Consent of PricewaterhouseCoopers LLP relating to
the financial statements and financial statement
schedules of the Company.
*23.b Consent of PricewaterhouseCoopers LLP relating to
the financial statements of TriMas Corporation.
*24 Power of Attorney, included on the Signatures page
of this Registration Statement on Form S-8.
_______________
*Filed herewith.
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Item 9. Undertakings.
1. The Company hereby undertakes:
(a) 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 1933 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, represent a fundamental
change in the information set forth in the
Registration Statement; and
(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)(i) and a(ii) 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 Company pursuant to Section 13 or Section 15(d) of
the 1934 Act that are incorporated by reference in this
Registration Statement.
(b) That, for the purpose of determining any liability
under the 1933 Act, 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.
(c) 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.
2. The Company hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of
the Company's annual report pursuant to Section 13(a) or
Section 15(d) of the 1934 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.
3. Insofar as indemnification for liabilities arising under the
1933 Act may be permitted to Directors, officers and
controlling persons of the Company pursuant to the
indemnification provisions described in Item 6
"Indemnification of Directors and Officers", or otherwise,
the Company has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is
against public policy as expressed in the 1933 Act and is,
therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the
payment by the Company of expenses incurred or paid by a
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Director, officer or controlling person of the Company 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 Company
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 1933 Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
The Registrant. Pursuant to the requirements of the Securities
Act of 1933, the Company 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 Taylor and the State of Michigan on
this 22nd day of March, 1999.
MASCOTECH, INC.
By /s/ FRANK M. HENNESSEY
Frank M. Hennessey
Vice Chairman of the
Board and Chief Executive
Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Frank M.
Hennessey and Eugene A. Gargaro, Jr., and each of them, his true
and lawful attorneys-in-fact and agents, each with full power of
substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this
Registration Statement, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-
in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and
necessary to be done, as fully to all intents and purposes as he
might or would do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents or any of them or his or
their substitute or substitutes may lawfully do or cause to be
done by virtue hereof.
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 date indicated.
Signature Title Date
Principal Executive Officer:
/s/ FRANK M. HENNESSEY Vice Chairman of the Board March 22, 1999
Frank M. Hennessey and Chief Executive Officer
Principal Financial Officer:
/s/ TIMOTHY WADHAMS Executive Vice President March 22, 1999
Timothy Wadhams Finance and Administration
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Principal Accounting Officer:
/s/ WILLIAM T. ANDERSON Vice President- Controller March 22, 1999
William T. Anderson
/s/ RICHARD A. MANOOGIAN Chairman of the Board March 22, 1999
Richard A. Manoogian and Director
/s/ ROGER T. FRIDHOLM Director March 22, 1999
Roger T. Fridholm
/s/ HELMUT F. STERN Director March 22, 1999
Helmut F. Stern
________________________ Director March 22, 1999
William K. Howenstein
/s/ JOHN A. MORGAN Director March 22, 1999
John A. Morgan
/s/ PETER A. DOW Director March 22, 1999
Peter A. Dow
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The Plan(s). Pursuant to the requirements of the Securities Act
of 1933, the plan administrator of each of the employee benefit
plans interests in which are registered hereby has duly caused
this registration statement to be signed on their behalf by the
undersigned thereunto duly authorized, in the City of Taylor,
State of Michigan, on March 22, 1999.
MASCOTECH, INC.
SALARIED SAVINGS PLAN 401(k)
By: MASCOTECH, INC., Administrator
BY: /s/ FRANK M. HENNESSEY
Frank M. Hennessey
Vice Chairman of the Board
and Chief Executive Officer
MASCOTECH, INC.
HOURLY SAVINGS PLAN 401(k)
By: MASCOTECH, INC., Administrator
BY: /s/ FRANK M. HENNESSEY
Frank M. Hennessey
Vice Chairman of the Board
and Chief Executive Officer
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INDEX TO EXHIBITS
Sequentially
Exhibit Numbered
No. Description Page
4.a Restated Certificate of Incorporation
of the Company and amendments thereto.
Incorporated by reference to the Exhibits
filed with the Company's Registration
Statement on Form S-8 (1933 Act No. 333-
64531).
4.b Bylaws of the Company, as amended.
Incorporated by reference to the Exhibits
filed with the Company's Annual Report on
Form 10-K for the year ended December 31,
1997.
4.c Rights Agreement dated as of
February 20, 1998, between MascoTech, Inc.
and The Bank of New York, as Rights Agent
(incorporated by reference to the Exhibits
filed with MascoTech, Inc.'s Registration
Statement on Form 8-A dated
February 23, 1998) and Amendment No. 1
dated September 22, 1998 (incorporated by
reference to the Exhibits filed with
MascoTech, Inc.'s Quarterly Report on
Form 10-Q for the quarter ended
September 30, 1998).
5 The Company previously obtained
determination letters from the Internal
Revenue Service ("IRS") that the Plans were
qualified. Pursuant to Item 8(b), the
Company undertakes to submit any amendments
to the Plans to the IRS in a timely manner
and make all changes required by the IRS to
qualify the Plans.
*23.a Consent of PricewaterhouseCoopers LLP
relating to the financial statements and
financial statement schedules of the
Company.
*23.b Consent of PricewaterhouseCoopers LLP
relating to the financial statements of
TriMas Corporation.
*24 Power of Attorney, included on the
Signatures page of this Registration
Statement on Form S-8.
_______________
*Filed herewith.
10
Exhibit 23(a)
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this
Registration Statement on Form S-8 and related prospectus of our
report dated February 17, 1998, on our audits of the consolidated
financial statements and financial statement schedule of
MascoTech, Inc. and subsidiaries as of December 31, 1997 and 1996
and for each of the three years in the period ended
December 31, 1997, which report is included in the Annual Report
on Form 10-K of MascoTech, Inc. for the fiscal year ended
December 31, 1997.
Detroit, Michigan
March 19, 1999
Exhibit 23(b)
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this
Registration Statement on Form S-8 and related prospectus of our
report dated February 17, 1998, on our audits of the consolidated
financial statements of TriMas Corporation and subsidiaries as of
December 31, 1997 and 1996 and for each of the three years in the
period ended December 31, 1997, which report is included in the
Annual Report on Form 10-K of MascoTech, Inc. for the fiscal year
ended December 31, 1997.
Detroit, Michigan
March 19, 1999
