AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 12, 1996
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 SAVINGS PLAN
(Full title of the plan)
_______________
Dennis P. Kelly
Vice President, Finance
Oregon Metallurgical Corporation
530 34th Avenue, S.W.
Albany, Oregon 97321
(Name and address of agent for service)
(541) 967-9000
(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
Title of maximum maximum Amount of
securities to Amount to be offering price aggregate registration
be registered registered per unit offering price fee
_______________________________________________________________________________
Common stock, $1.00
par value 600,000(2) $12.00 $7,200,000(1) $2,482.76
(1) Calculated solely for purposes of this offering under Rule 457(h) as
follows: 600,000 shares at the proposed maximum offering price of
$12.00, based upon the average of the high and low prices of the Common
Stock on January 9, 1996.
(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 plan described herein and such
indeterminate number of shares of Common Stock as may be granted under
the plan by reason of the adjustment provisions thereof.
_______________________________________________________________________________
This Registration Statement Includes a Total of 23 Pages.
Exhibit Index on Page 15.
_______________________________________________________________________________
<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.
The Summary Plan Description for the Oregon Metallurgical
Corporation Savings Plan.
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 Summary Plan Description referenced in
Item 1 above.
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<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 600,000 shares of the
Registrant's Common Stock for issuance pursuant to the Registrant's Savings
Plan.
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.
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<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
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<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 7.7 of the Registrant's Savings Plan provides:
The Company shall indemnify and defend each member of the
Committee and each of its other Employees against any and all
claims, loss, damages, expenses (including reasonable
attorney fees), and liability arising in connection with the
administration of the Plan, except when the same is
judicially determined to be due to the gross negligence or
willful misconduct of such member or other Employee.
ITEM 7. EXEMPTIONS FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
EXHIBIT NUMBER DESCRIPTION OF EXHIBIT
4 Specimen Common Stock Certificate (filed
previously).
5.1 Opinion of Schwabe, Williamson & Wyatt, P.C. (and
Consent).
5.2 Undertaking E. included on page II-4.
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 5.1.
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 Statement; (2) that for the purpose of
determining any liability under the Securities Act of 1933,
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<PAGE>
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.
E. The undersigned Registrant hereby undertakes to submit
the Oregon Metallurgical Corporation Savings Plan and any amendment thereto to
the Internal Revenue Service ("IRS") in a timely manner and will make all
changes required by the IRS in order to qualify the Savings Plan.
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<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 January 2, 1996.
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 Jan. 2, 1996 President, Chief Executive
_________________________ Officer & Director
Carlos E. Aguirre (Principal Executive Officer)
_________________________ _____ ___, 1995 Chairman, Board of
Howard T. Cusic Directors
_________________________ _____ ___, 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
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<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 December ___, 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 Jan. 9, 1996 Vice President, Finance
_________________________ (Principal Financial Officer
Dennis P. Kelly and Principal Accounting Officer)
BOARD OF DIRECTORS
_________________________ _____ ___, 1995 President, Chief Executive
Carlos E. Aguirre Officer & Director
(Principal Executive Officer)
_________________________ _____ ___, 1995 Chairman, Board of
Howard T. Cusic Directors
_________________________ ____ ___, 1995 Director
Gilbert E. Bezar
_________________________ _____ ___, 1995 Director
Robert P. Booth
/s/ Roger V. Carter Jan. 3, 1996 Director
_________________________
Roger V. Carter
_________________________ _____ ___, 1995 Director
Nicholas P. Collins
_________________________ _____ ___, 1995 Director
David H. Leonard
_________________________ _____ ___, 1995 Director
James S. Paddock
_________________________ _____ ___, 1995 Director
James R. Pate
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<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 December ___, 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 12-27, 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
II - 5
<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 December ___, 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
Howard T. Cusic Directors
_________________________ _____ ___, 1995 Director
Gilbert E. Bezar
_________________________ _____ ___, 1995 Director
Robert P. Booth
_________________________ _____ ___, 1995 Director
Roger V. Carter
/s/ Nicholas P. Collins Dec. 31, 1995 Director
_________________________
Nicholas P. Collins
_________________________ _____ ___, 1995 Director
David H. Leonard
_________________________ _____ ___, 1995 Director
James S. Paddock
_________________________ _____ ___, 1995 Director
James R. Pate
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<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 December ___, 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
Howard T. Cusic Directors
_________________________ _____ ___, 1995 Director
Gilbert E. Bezar
_________________________ _____ ___, 1995 Director
Robert P. Booth
_________________________ _____ ___, 1995 Director
Roger V. Carter
_________________________ _____ ___, 1995 Director
Nicholas P. Collins
/s/ David H. Leonard 12/27, 1995 Director
_________________________
David H. Leonard
_________________________ _____ ___, 1995 Director
James S. Paddock
_________________________ _____ ___, 1995 Director
James R. Pate
II - 5
<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 December ___, 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
Howard T. Cusic Directors
_________________________ _____ ___, 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 A. Paddock Jan. 2, 1996 Director
_________________________
James S. Paddock
_________________________ _____ ___, 1995 Director
James R. Pate
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<PAGE>
THE PLAN. Pursuant to the requirements of the Securities Act of 1933,
the trustees (or other persons who administer the employee benefit plan) have
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Portland, State of
Oregon, on January 10, 1996.
OREGON METALLURGICAL CORPORATION
SAVINGS PLAN
Trustee: Key Trust Company of the Northwest
By /s/ Roger L.P. Green
_________________________________________
Roger L.P. Greene, Vice President
And /s/ Arlene Fraser
________________________________________
Arlene Fraser, Vice President and Senior
Trust Officer
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<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 Specimen Common Stock Certificate
(filed previously).
5.1 Opinion of Schwabe, Williamson
& Wyatt, P.C. (and Consent). 16
5.2 Undertaking E. included on page II-4. 19
23.1 Consent of Independent Public Accountants - 20
Coopers & Lybrand, L.L.P.
23.2 Consent of Schwabe, Williamson & Wyatt, 22
P.C. is contained in Exhibit 5.1.
24 Powers of Attorney of directors and 23
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.C.
ATTORNEYS AT LAW
January 11, 1996
Oregon Metallurgical Corporation
530 34th Avenue, S.W.
Albany, Oregon 97321
Re: Oregon Metallurgical Corporation Savings Plan
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 600,000 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 Savings Plan ("Plan").
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 Plan; 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 the Plan 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.
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 Plan 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 Plan; and (ii) the consideration for
the shares of Common Stock to be granted and issued under
Portland Seattle Vancouver
Oregon . Washington . Washington
503 222-9981 206 621-9168 360 694-7551
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Oregon Metallurgical Corporation
January 11, 1996
Page 2
the Plan 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 Plan
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
Schwabe, Williamson & Wyatt, P.C.
SCHWABE WILLIAMSON & WYATT
EXHIBIT 5.2
UNDERTAKING OF REGISTRANT
Undertaking E. included on page II-4.
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 ACCOUNTANTS
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 report is included in and incorporated by reference in the
Annual Report on Form 10-K.
/c/ Coopers & Lybrand LLP
COOPERS & LYBRAND, L.L.P.
Eugene, Oregon
January 8, 1996
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.
