AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 16, 1995
REGISTRATION NO. 33-
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
Form S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
_________________
OREGON METALLURGICAL CORPORATION
(Exact name of registrant as specified in its charter)
OREGON 93-0448167
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
530 34TH AVENUE, S.W.
ALBANY, OREGON 97321
(Address of Principal Executive Offices) (Zip Code)
Oregon Metallurgical Corporation Stock Compensation Plan - Salaried Employees
Oregon Metallurgical Corporation Stock Compensation Plan - Union Employees
Warrant Agreement (Nontransferable Warrant)
(Full title of the plans)
___________________
Dennis P. Kelly
Vice President, Finance
Oregon Metallurgical Corporation
530 34th Avenue, S.W.
Albany, Oregon 97321
(Name and address of agent for service)
(503) 926-4281
(Telephone number, including area code, of agent for service)
Copies to:
Carmen M. Calzacorta, Esq.
Gregory W. Mallory, Esq.
Schwabe, Williamson & Wyatt
1211 S.W. Fifth Avenue, 18th Floor, Pacwest Center
Portland, Oregon 97204 (503) 222-9981
CALCULATION OF REGISTRATION FEE
Proposed Proposed
maximum maximum Amount of
Title of securities Amount to be offering price aggregate registration
to be registered registered per unit offering price fee
_______________________________________________________________________________
Common stock, $1.00 1,100,000(2) $6.375-(1) $12,000,000(1) $4,137.93
par value $9.75
(1) Calculated solely for purposes of this offering under Rule 457(h) as
follows: (a) 200,000 shares at $6.375 per share and (b) 900,000 shares
at the proposed maximum offering price of $9.75, based upon the average of
the high and low prices of the Common Stock on October 10, 1995.
(2) This Registration Statement covers, in addition, to the number of shares
of Common Stock stated above, such indeterminate amount of interests to be
offered or sold pursuant to the plans described herein and such
indeterminate number of shares of Common Stock as may be granted under the
plans by reason of the adjustment provisions thereof.
_______________________________________________________________________________
This Registration Statement Includes a Total of 24 Pages.
Exhibit Index on Page 17.
______________________________________________________________________________
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The following documents listed under this Part 1 and the documents
incorporated by reference under Item 3 of Part II to this Form S-8, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act of 1933, as amended.
ITEM 1. PLAN INFORMATION.
1. Prospectus for the Oregon Metallurgical Corporation Stock
Compensation Plan - Salaried Employees.
2. Prospectus for the Oregon Metallurgical Corporation Stock
Compensation Plan - Union Employees.
3. Prospectus for Warrant Agreement (Nontransferable Warrant).
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
The written statement required to be provided to participants
pursuant to this Item is set forth in the respective Prospectuses referenced in
Item 1 above.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Oregon Metallurgical Corporation (the "Registrant") files this
Registration Statement with the Securities and Exchange Commission
("Commission") on Form S-8 to register a total of 1,100,000 shares of the
Registrant's Common Stock for issuance pursuant to: 300,000 shares issuable
pursuant to the Registrant's Stock Compensation Plan - Salaried Employees;
600,000 shares issuable pursuant to the Registrant's Stock Compensation Plan -
Union Employees; and 200,000 shares issuable pursuant to the Warrant Agreement
(Nontransferable Warrant).
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Registrant incorporates by reference into this Registration
Statement the following documents previously filed with, or furnished to, the
Commission:
(a) The Registrant's latest annual report on Form 10-K
filed pursuant to Sections 13(a) or 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act").
(b) All other reports filed by the Registrant pursuant to
Sections 13(a) or 15(d) of the Exchange Act since the end
of the fiscal year covered by the annual report on Form 10-
K referred to in (a) above.
(c) The description of the class of securities that is
contained in a registration statement filed under the
Exchange Act, including any amendment or report filed for
the purpose of updating such description.
All documents filed by the Registrant or a plan pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities then 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 made 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 is also
incorporated or deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of
this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
The class of securities to be offered is registered under Section 12
of the Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
<PAGE>
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Oregon Business Corporation Act (the "OBCA") permits a corporation
to include in its articles of incorporation a provision limiting or eliminating
personal liability of a director to the corporation and its shareholders for
monetary damages for conduct as a director, except for (a) any breach of the
director's duty of loyalty to the corporation or its shareholders; (b) acts or
omissions not in good faith or which involve intentional misconduct or a
knowing violation of law; (c) any unlawful distribution; and (d) any
transaction from which the director derived an improper personal benefit. OBCA
permits indemnification of officers and directors of the Registrant under
certain conditions and subject to certain limitations. Section 60.411 of the
OBCA also provides that a corporation has the power to purchase and maintain
insurance on behalf of an individual against any liability asserted against or
incurred by the individual who is or was a director, officer, employee or agent
of the corporation or who, while a director, officer, employee or agent of the
corporation, is or was serving at the request of the corporation as a director,
officer, partner, trustee, employee or agent of another foreign or domestic
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise, even if the corporation had no power to indemnify the individual
against such liability under the provisions of Sections 60.391 or 60.394.
Article VII of the Articles of Incorporation, as restated and
amended, of the Registrant provides as follows:
A. The Corporation shall have the power to indemnify to
the fullest extent not prohibited by law any person who is
made or threatened to be made a party to, witness in, or
otherwise involved in, any action, suit or proceeding,
whether civil, criminal, administrative, investigative,
legislative, formal or informal, internal or external or
otherwise (including an action, suit or proceeding by or in
the right of the Corporation) by reason of the fact that
the person is or was a director, officer, employee or agent
of the Corporation or a fiduciary within the meaning of the
Employee Retirement Income Security Act of 1974 with
respect to any employee benefit plan of the Corporation, or
serves or served at the request of the Corporation as a
director, officer, employee or agent or as a fiduciary of
an employee benefit plan, or another corporation,
partnership, joint venture, trust, or other enterprise.
Any indemnification provided pursuant to this Article shall
not be exclusive of any rights to which the persons
indemnified may otherwise be entitled under any articles of
incorporation, bylaw, agreement, statute, policy of
insurance, vote of shareholders or Board of Directors, or
otherwise, which exists at or subsequent to the time such
person incurs or becomes subject to such liability and
expense.
B. To the fullest extent not prohibited by law, no
director of the Corporation shall be personally liable to
the Corporation or its shareholders for monetary damages
for conduct as a director. No amendment or repeal of this
Article, nor the adoption of any provision of these
Articles of Incorporation inconsistent with this Article,
nor a change in the law, shall adversely affect any right
or protection that is based upon this Paragraph B and
pertains to conduct that occurred prior to the time of such
amendment, repeal, adoption or change. No change in the
law shall reduce or eliminate the rights and protections
set forth in this Paragraph B unless the change in the law
specifically requires such reduction or elimination. If
the Oregon Business Corporation Act is amended after this Article
becomes effective to authorize corporate action further
eliminating or limiting the personal
<PAGE>
liability of directors of the Corporation, then the liability of
directors of the Corporation shall be eliminated or limited to the
fullest extent not prohibited by the Oregon Business Corporation
Act as so amended.
Article XXVIII of the Registrant's Bylaws provides for
indemnification of the Registrant's officers and directors to the fullest
extent not prohibited by law. Article XXVIII, Section 8 of the Registrant's
Bylaws provides that Registrant may purchase insurance on behalf of any person
required or permitted to be indemnified pursuant to Article XXVIII upon
approval by the Board of Directors of Registrant.
Section 9.3.2 of the Warrant Agreement (Nontransferable Warrant)
between James S. Paddock and Registrant provides that the holder of the warrant
will indemnify the officers and directors of Registrant with respect to untrue
statements or omissions made in any registration statement, any preliminary or
summary prospectus or the prospectus or any amendment or supplement thereto.
The indemnification under section 9.3.2 of the Warrant Agreement
(Nontransferable Warrant) shall not exceed the gross proceeds from the offering
received by the holder unless the liability arises out of or is based on
willful misconduct of holder (and if the holder is a related party to James S.
Paddock, then also James S. Paddock).
ITEM 7. EXEMPTIONS FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
EXHIBIT NUMBER DESCRIPTION OF EXHIBIT
4.1 Specimen Common Stock Certificate (filed previously).
4.2 Warrant Agreement (Nontransferable Warrant) (filed as
exhibit (4) - 1 to Form 8-K/A-2 dated September 20,
1994).
5.1 Opinion of Schwabe, Williamson & Wyatt, P.C. (and
Consent).
23.1 Consent of Independent Public Accountants - Coopers &
Lybrand, L.L.P.
23.2 Consent of Schwabe, Williamson & Wyatt, P.C. is contained
in Exhibit 5.
24 Powers of Attorney of directors and officers of the
Registrant are included on page II-5.
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 this
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; and (iii) to include any
material information with respect to the plan of distribution not previously
disclosed in this Registration Statement or any material change to such
information in this Registration Statement; PROVIDED, however, that clauses
(1)(i) and (1)(ii) do not apply if the Registration Statement is on Form S-3,
Form S-8 or Form F-3 and the information required to be included in a post-
effective amendment by those clauses is contained in periodic reports filed
with or furnished to the Commission by the Registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference into this Registration
<PAGE>
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; and (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 this
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 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.
D. The undersigned Registrant hereby undertakes to deliver or cause
to be delivered with the prospectus, to each person to whom the prospectus is
sent or given, the latest annual report to security holders that is
incorporated by reference in the prospectus and furnished pursuant to and
meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities
Exchange Act of 1934; and, where interim financial information required to be
presented by Article 3 of Regulation S-X are not set forth in the prospectus,
to deliver, or cause to be delivered to each person to whom the prospectus is
sent or given, the latest quarterly report that is specifically incorporated by
reference in the prospectus to provide such interim financial information.
<PAGE>
SIGNATURES
THE REGISTRANT. 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 Albany, State of Oregon, on October
10, 1995.
OREGON METALLURGICAL CORPORATION
By /s/ Carlos E. Aguirre
Carlos E. Aguirre, President,
Chief Executive Officer & Director
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints each of Carlos E. Aguirre and Dennis P. Kelly
his true and lawful attorney-in-fact and agent, each with full power of
substitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments to this Registration Statement, and
to file the same with all exhibits thereto, and all other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto each said attorney-in-fact and agent with full power and authority to do
and perform each and every act and thing requisite and necessary 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 each said
attorney-in-fact and agent, or his substitute, may lawfully do or cause to be
done 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.
_____________________ _______ __, 1995 Vice President, Finance
Dennis P. Kelly Principal Financial Officer
and Principal Accounting
Officer)
BOARD OF DIRECTORS
/s/ Carlos E. Aguirre October 10, 1995 President, Chief Executive
Carlos E. Aguirre Officer & Director
(Principal Executive Officer)
______________________ _______ __, 1995 Chairman, Board of Directors
Howard T. Cusic
______________________ _______ __, 1995 Director
Gilbert E. Bezar
______________________ _______ __, 1995 Director
Robert P. Booth
______________________ _______ __, 1995 Director
Roger V. Carter
______________________ _______ __, 1995 Director
Nicholas P. Collins
______________________ _______ __, 1995 Director
David H. Leonard
______________________ ______ __, 1995 Director
James S. Paddock
______________________ ______ __, 1995 Director
James R. Pate
<PAGE>
SIGNATURES
THE REGISTRANT. 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 ______, State of Oregon, on _______
__, 1995.
OREGON METALLURGICAL CORPORATION
By _________________________________
Carlos E. Aguirre, President,
Chief Executive Officer & Director
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints each of Carlos E. Aguirre and Dennis P. Kelly
his true and lawful attorney-in-fact and agent, each with full power of
substitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments to this Registration Statement, and
to file the same with all exhibits thereto, and all other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto each said attorney-in-fact and agent with full power and authority to do
and perform each and every act and thing requisite and necessary 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 each said
attorney-in-fact and agent, or his substitute, may lawfully do or cause to be
done 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.
/s/ Dennis P. Kelly October 10, 1995 Vice President, Finance
Dennis P. Kelly Principal Financial
Officer and Principal
Accounting Officer)
BOARD OF DIRECTORS
_____________________ _______ __, 1995 President, Chief Executive
Carlos E. Aguirre Officer & Director
(Principal Executive Officer)
____________________ _______ __, 1995 Chairman, Board of Directors
Howard T. Cusic
____________________ _______ __, 1995 Director
Gilbert E. Bezar
____________________ _______ __, 1995 Director
Robert P. Booth
____________________ _______ __, 1995 Director
Roger V. Carter
____________________ _______ __, 1995 Director
Nicholas P. Collins
____________________ _______ __, 1995 Director
David H. Leonard
____________________ _______ __, 1995 Director
James S. Paddock
_____________________ _______ __, 1995 Director
James R. Pate
<PAGE>
SIGNATURES
THE REGISTRANT. 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 ______, State of Oregon, on _______
__, 1995.
OREGON METALLURGICAL CORPORATION
By _________________________________
Carlos E. Aguirre, President,
Chief Executive Officer & Director
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints each of Carlos E. Aguirre and Dennis P. Kelly
his true and lawful attorney-in-fact and agent, each with full power of
substitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments to this Registration Statement, and
to file the same with all exhibits thereto, and all other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto each said attorney-in-fact and agent with full power and authority to do
and perform each and every act and thing requisite and necessary 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 each said
attorney-in-fact and agent, or his substitute, may lawfully do or cause to be
done 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.
____________________ _______ __, 1995 Vice President, Finance
Dennis P. Kelly (Principal Financial Officer
and Principal Accounting
Officer)
BOARD OF DIRECTORS
____________________ _______ __, 1995 President, Chief Executive
Carlos E. Aguirre Officer & Director
(Principal Executive Officer)
/s/ Howard T. Cusic 10 3, 1995 Chairman, Board of Directors
Howard T. Cusic
____________________ _______ __, 1995 Director
Gilbert E. Bezar
____________________ _______ __, 1995 Director
Robert P. Booth
____________________ _______ __, 1995 Director
Roger V. Carter
____________________ _______ __, 1995 Director
Nicholas P. Collins
____________________ _______ __, 1995 Director
David H. Leonard
____________________ _______ __, 1995 Director
James S. Paddock
_____________________ _______ __, 1995 Director
James R. Pate
<PAGE>
SIGNATURES
THE REGISTRANT. 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 ______, State of Oregon, on _______
__, 1995.
OREGON METALLURGICAL CORPORATION
By _________________________________
Carlos E. Aguirre, President,
Chief Executive Officer & Director
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints each of Carlos E. Aguirre and Dennis P. Kelly
his true and lawful attorney-in-fact and agent, each with full power of
substitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments to this Registration Statement, and
to file the same with all exhibits thereto, and all other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto each said attorney-in-fact and agent with full power and authority to do
and perform each and every act and thing requisite and necessary 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 each said
attorney-in-fact and agent, or his substitute, may lawfully do or cause to be
done 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.
_______________________ _______ __, 1995 Vice President, Finance
Dennis P. Kelly (Principal Financial
Officer and Principal
Accounting Officer)
BOARD OF DIRECTORS
_______________________ _______ __, 1995 President, Chief Executive
Carlos E. Aguirre Officer & Director
(Principal Executive
Officer)
_______________________ _______ __, 1995 Chairman, Board of Directors
Howard T. Cusic
/s/ Gilbert E. Bezar Sept. 29, 1995 Director
Gilbert E. Bezar
_______________________ _______ __, 1995 Director
Robert P. Booth
_______________________ _______ __, 1995 Director
Roger V. Carter
_______________________ _______ __, 1995 Director
Nicholas P. Collins
_______________________ _______ __, 1995 Director
David H. Leonard
_______________________ _______ __, 1995 Director
James S. Paddock
________________________ _______ __, 1995 Director
James R. Pate
<PAGE>
SIGNATURES
THE REGISTRANT. 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 ______, State of Oregon, on _______
__, 1995.
OREGON METALLURGICAL CORPORATION
By _________________________________
Carlos E. Aguirre, President,
Chief Executive Officer & Director
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints each of Carlos E. Aguirre and Dennis P. Kelly
his true and lawful attorney-in-fact and agent, each with full power of
substitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments to this Registration Statement, and
to file the same with all exhibits thereto, and all other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto each said attorney-in-fact and agent with full power and authority to do
and perform each and every act and thing requisite and necessary 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 each said
attorney-in-fact and agent, or his substitute, may lawfully do or cause to be
done 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.
_______________________ _______ __, 1995 Vice President, Finance
Dennis P. Kelly (Principal Financial
Officer and Principal
Accounting Officer)
BOARD OF DIRECTORS
_______________________ _______ __, 1995 President, Chief Executive
Carlos E. Aguirre Officer & Director
(Principal Executive
Officer)
_______________________ _______ __, 1995 Chairman, Board of Directors
Howard T. Cusic
_______________________ _______ __, 1995 Director
Gilbert E. Bezar
/s/ Robert P. Booth 9/28, 1995 Director
Robert P. Booth
_______________________ _______ __, 1995 Director
Roger V. Carter
_______________________ _______ __, 1995 Director
Nicholas P. Collins
_______________________ _______ __, 1995 Director
David H. Leonard
_______________________ _______ __, 1995 Director
James S. Paddock
________________________ _______ __, 1995 Director
James R. Pate
<PAGE>
SIGNATURES
THE REGISTRANT. 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 ______, State of Oregon, on _______
__, 1995.
OREGON METALLURGICAL CORPORATION
By _________________________________
Carlos E. Aguirre, President,
Chief Executive Officer & Director
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints each of Carlos E. Aguirre and Dennis P. Kelly
his true and lawful attorney-in-fact and agent, each with full power of
substitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments to this Registration Statement, and
to file the same with all exhibits thereto, and all other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto each said attorney-in-fact and agent with full power and authority to do
and perform each and every act and thing requisite and necessary 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 each said
attorney-in-fact and agent, or his substitute, may lawfully do or cause to be
done 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.
_______________________ _______ __, 1995 Vice President, Finance
Dennis P. Kelly (Principal Financial
Officer and Principal
Accounting Officer)
BOARD OF DIRECTORS
_______________________ _______ __, 1995 President, Chief Executive
Carlos E. Aguirre Officer & Director
(Principal Executive
Officer)
_______________________ _______ __, 1995 Chairman, Board of Directors
Howard T. Cusic
_______________________ _______ __, 1995 Director
Gilbert E. Bezar
_______________________ _______ __, 1995 Director
Robert P. Booth
/s/ Roger V. Carter Sept. 28, 1995 Director
Roger V. Carter
_______________________ _______ __, 1995 Director
Nicholas P. Collins
_______________________ _______ __, 1995 Director
David H. Leonard
_______________________ _______ __, 1995 Director
James S. Paddock
________________________ _______ __, 1995 Director
James R. Pate
<PAGE>
SIGNATURES
THE REGISTRANT. 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 ______, State of Oregon, on _______
__, 1995.
OREGON METALLURGICAL CORPORATION
By _________________________________
Carlos E. Aguirre, President,
Chief Executive Officer & Director
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints each of Carlos E. Aguirre and Dennis P. Kelly
his true and lawful attorney-in-fact and agent, each with full power of
substitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments to this Registration Statement, and
to file the same with all exhibits thereto, and all other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto each said attorney-in-fact and agent with full power and authority to do
and perform each and every act and thing requisite and necessary 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 each said
attorney-in-fact and agent, or his substitute, may lawfully do or cause to be
done 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.
_______________________ _______ __, 1995 Vice President, Finance
Dennis P. Kelly (Principal Financial Officer
and Principal Accounting
Officer)
BOARD OF DIRECTORS
_______________________ _______ __, 1995 President, Chief Executive
Carlos E. Aguirre Officer & Director
(Principal Executive
Officer)
_______________________ _______ __, 1995 Chairman, Board of Directors
Howard T. Cusic
_______________________ _______ __, 1995 Director
Gilbert E. Bezar
_______________________ _______ __, 1995 Director
Robert P. Booth
_______________________ _______ __, 1995 Director
Roger V. Carter
_______________________ _______ __, 1995 Director
Nicholas P. Collins
/s/ David H. Leonard Sept. 25, 1995 Director
David H. Leonard
_______________________ _______ __, 1995 Director
James S. Paddock
________________________ _______ __, 1995 Director
James R. Pate
<PAGE>
SIGNATURES
THE REGISTRANT. 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 ______, State of Oregon, on _______
__, 1995.
OREGON METALLURGICAL CORPORATION
By _________________________________
Carlos E. Aguirre, President,
Chief Executive Officer & Director
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints each of Carlos E. Aguirre and Dennis P. Kelly
his true and lawful attorney-in-fact and agent, each with full power of
substitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments to this Registration Statement, and
to file the same with all exhibits thereto, and all other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto each said attorney-in-fact and agent with full power and authority to do
and perform each and every act and thing requisite and necessary 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 each said
attorney-in-fact and agent, or his substitute, may lawfully do or cause to be
done 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.
_______________________ _______ __, 1995 Vice President, Finance
Dennis P. Kelly (Principal Financial
Officer and Principal
Accounting Officer)
BOARD OF DIRECTORS
_______________________ _______ __, 1995 President, Chief Executive
Carlos E. Aguirre Officer & Director
(Principal Executive
Officer)
_______________________ _______ __, 1995 Chairman, Board of Directors
Howard T. Cusic
_______________________ _______ __, 1995 Director
Gilbert E. Bezar
_______________________ _______ __, 1995 Director
Robert P. Booth
_______________________ _______ __, 1995 Director
Roger V. Carter
_______________________ _______ __, 1995 Director
Nicholas P. Collins
_______________________ _______ __, 1995 Director
David H. Leonard
/s/ James S. Paddock Sep. 29, 1995 Director
James S. Paddock
________________________ _______ __, 1995 Director
James R. Pate
<PAGE>
SIGNATURES
THE REGISTRANT. 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 ______, State of Oregon, on _______
__, 1995.
OREGON METALLURGICAL CORPORATION
By _________________________________
Carlos E. Aguirre, President,
Chief Executive Officer & Director
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints each of Carlos E. Aguirre and Dennis P. Kelly
his true and lawful attorney-in-fact and agent, each with full power of
substitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments to this Registration Statement, and
to file the same with all exhibits thereto, and all other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto each said attorney-in-fact and agent with full power and authority to do
and perform each and every act and thing requisite and necessary 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 each said
attorney-in-fact and agent, or his substitute, may lawfully do or cause to be
done 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.
_______________________ _______ __, 1995 Vice President, Finance
Dennis P. Kelly (Principal Financial
Officer and Principal
Accounting Officer)
BOARD OF DIRECTORS
_______________________ _______ __, 1995 President, Chief Executive
Carlos E. Aguirre Officer & Director
(Principal Executive
Officer)
_______________________ _______ __, 1995 Chairman, Board of Directors
Howard T. Cusic
_______________________ _______ __, 1995 Director
Gilbert E. Bezar
_______________________ _______ __, 1995 Director
Robert P. Booth
_______________________ _______ __, 1995 Director
Roger V. Carter
/s/ Nicholas P. Collins Sept. 25, 1995 Director
Nicholas P. Collins
_______________________ _______ __, 1995 Director
David H. Leonard
_______________________ _______ __, 1995 Director
James S. Paddock
________________________ _______ __, 1995 Director
James R. Pate
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
EXHIBITS
TO
FORM S-8
UNDER
SECURITIES ACT OF 1933
OREGON METALLURGICAL CORPORATION
<PAGE>
EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION OF EXHIBIT SEQUENTIAL PAGE NUMBER
4.1 Specimen Common Stock Certificate
(filed previously).
4.2 Warrant Agreement (Nontransferable
Warrant) (filed as exhibit (4) - 1 to
Form 8-K/A-2 dated September 20, 1994).
5.1 Opinion of Schwabe, Williamson & Wyatt, 18
P.C. (and Consent).
23.1 Consent of Independent Public 21
Accountants - Coopers & Lybrand, L.L.P.
23.2 Consent of Schwabe, Williamson & Wyatt, 23
P.C. is contained in Exhibit 5.
24 Powers of Attorney of directors and 24
officers of the Registrant are included
on page II-5.
EXHIBIT 5.1
OPINION OF SCHWABE, WILLIAMSON & WYATT, P.C.
<PAGE>
SCHWABE PACWEST CENTER, SUITES 1600-1800
WILLIAMSON 1211 SOUTHWEST FIFTH AVENUE . PORTLAND, OREGON 97204-3795
& WYATT TELEPHONE: 503 222-9981 . FAX: 503 796-2900 . TELEX: 650-686-1360
P.O.
ATTORNEYS AT LAW
October 16, 1995
Oregon Metallurgical Corporation
530 34th Avenue, S.W.
Albany, Oregon 97321
Re: Oregon Metallurgical Corporation Stock Compensation Plan -
Salaried Employees
Oregon Metallurgical Corporation Stock Compensation Plan -
Union Employees
Warrant Agreement (Nontransferable Warrant)
Ladies and Gentlemen:
At your request, we have examined the Registration Statement on
Form S-8 ("Registration Statement") being filed by Oregon Metallurgical
Corporation ("Company") with the Securities and Exchange Commission in
connection with the registration under the Securities Act of 1933, as amended,
of 1,100,000 shares of the Company's common stock, par value $1.00 per share
("Common Stock"), that may be granted and issued in the aggregate under the
Oregon Metallurgical Corporation Stock Compensation Plan - Salaried Employees,
Oregon Metallurgical Corporation Stock Compensation Plan - Union Employees and
Warrant Agreement (Nontransferable Warrant) ("Plans").
In rendering this opinion, we have examined such documents and
records as we deemed relevant, including, but not limited to, the following:
the Company's Restated Articles of Incorporation, as amended and certified by
the Oregon Secretary of State on August 30, 1995; Bylaws of the Company, as
amended; the Plans; and the minutes of the meetings of the Company's Board of
Directors or actions by written consents at which resolutions pertaining to
the adoption or approval of each of the Plans were approved. With respect to
all of the foregoing documents, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals and
the conformity to originals of all documents submitted to us as certified or
reproduced copies. We have also obtained from the officers of the Company
certificates as to such factual matters as we consider necessary for the
purpose of this opinion, and insofar as this opinion is based on such matters
of fact, we have relied on such certificates.
<PAGE>
Oregon Metallurgical Corporation
October 16, 1995
Page 2
Based upon the foregoing and such further review of fact and law as
we have deemed necessary or appropriate under the circumstances, and assuming,
without further inquiry other than such certificates of officers, that (i) all
shares of Common Stock to be granted and issued under the Plans will be duly and
validly granted and issued by the Company's Board of Directors pursuant to and
in accordance with the terms of the Plans; and (ii) the consideration for the
shares of Common Stock to be granted and issued under the Plans will be
received prior to the grant and issuance thereof, upon which our opinions are
expressly conditioned, we opine as follows:
If, as and when such shares of Common Stock have been issued and
sold pursuant to exercise and payment as provided under the terms of the Plans
and in accordance with the Registration Statement, such shares of Common Stock
will be duly authorized, validly issued, fully paid and non-assessable shares
of the Company's Common Stock, $1.00 par value per share.
This opinion is issued to you solely for use in connection with the
Registration Statement on Form S-8 and is not to be quoted or otherwise referred
to in any financial statements of the Company or related document, nor is it to
be filed with or furnished to any government agency or other person, without the
prior written consent of this firm.
We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement on Form S-8 which is being filed on behalf of the
Company in connection with the registration of the aforementioned shares of
Common Stock under the Securities Act of 1933, as amended.
Respectfully submitted,
/s/ Schwabe, Williamson & Wyatt, P.C.
Schwabe, Williamson & Wyatt, P.C.
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS - COOPERS & LYBRAND, L.L.P.
<PAGE>
COOPERS COOPERS & LYBRAND L.L.P.
& LYBRAND
a professional services firm
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS - COOPERS & LYBRAND, L.L.P.
To the Shareholders and Board of Directors
Oregon Metallurgical Corporation
We consent to the incorporation by reference in the Registration Statement of
Oregon Metallurgical Corporation on Form S-8 of our report dated February 3,
1995 on our audits of the consolidated financial statements and financial
statement schedule (item 14(a) of Form 10-K) of Oregon Metallurgical
Corporation as of December 31, 1994 and 1993, and for the years ended December
31, 1994, 1993 and 1992, which reports are appearing in and incorporated by
reference in this Annual Report on Form 10-K.
/s/ Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.
Eugene, Oregon
October 10, 1995
Coopers & Lybrand L.L.P., a registered limited liability partnership, is a
member firm of Coopers & Lybrand (International).
EXHIBIT 23.2
CONSENT OF SCHWABE, WILLIAMSON & WYATT, P.C.
Consent of Schwabe, Williamson & Wyatt, P.C. included in its opinion filed as
Exhibit 5.1 to this Registration Statement.
EXHIBIT 24
POWERS OF ATTORNEY
Powers of Attorney of directors and officers of Oregon Metallurgical
Corporation included on page II-5 of this Registration Statement.
