As filed with the Securities and Exchange Commission on August 15, 1996
Registration No. 333-06905
=============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
AMENDMENT NO. 4
TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
OREGON METALLURGICAL CORPORATION
(Exact name of registrant as specified in its charter)
0-1339
Oregon 93-0448167
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
530 34th Avenue, S.W., Albany, Oregon 97321
(541) 967-9000
(Address, including zip code, and telephone number, including
area code of registrant's principal executive offices)
CARLOS E. AGUIRRE
President and Chief Executive Officer
530 34th Avenue, S.W.
Albany, Oregon 97321
(541) 967-9000
(Name, address, including zip code and telephone number, including zip code
of agent for service)
Copies to:
Carmen M. Calzacorta Gregory K. Miller
Gregory W. Mallory Malu S. Mercado
Schwabe, Williamson & Wyatt Latham & Watkins
1211 S.W. Fifth Avenue, Suites 1600-1800 505 Montgomery
Street, Suite 1900
Portland, Oregon 97204-3795 San Francisco,
California 94111-2562
(503) 222-9981 (telephone) (415) 391-0600
(telephone)
(503) 796-2900 (facsimile) (415) 395-8095
(facsimile)
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable following the effectiveness of this Registration
Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. / /
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, other than securities offered only in connection with dividend
or interest reinvestment plans, check the following box. / /
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / / _________
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / / ________
If delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box. / / ________
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THIS
REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION
ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
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<PAGE>
EXPLANATORY NOTE
This Amendment No. 4 to Form S-3 Registration Statement contains only
Item 16 of Part II thereof and Exhibit 5.1. This filing is being made solely
for the purpose of amending those items.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 16. EXHIBITS
1.1 Form of Underwriting Agreement**
4.1 Restated Articles of Incorporation (incorporated by reference to
Exhibit 3.1 to the Registrant's Annual Report on Form 10-K for the year
ended December 31, 1993)
4.2 Restated Bylaws (incorporated by reference to Exhibit 3.2 to the
Registrant's Annual Report on Form 10-K for the year ended December 31,
1994)
4.3 Amendment to Restated Articles of Incorporation (incorporated by
reference to Exhibit 3.1 to the Registrant's Quarterly Report on
Form 10-Q for the quarter ended June 30, 1995)
5.1 Opinion of Schwabe, Williamson & Wyatt, P.C.*
23.1 Consent of Coopers & Lybrand L.L.P., independent accountants**
23.2 Consent of Schwabe, Williamson & Wyatt, P.C. (included in Exhibit 5.1) *
24.1 Power of Attorney of certain directors and officers of the Registrant
(included on page II-4 of the Registration Statement on Form S-3, 333-
06905)
24.2 Power of Attorney of James S. Paddock**
24.3 Power of Attorney of Gilbert E. Bezar**
______________________
* Filed herewith
** Filed previously
All other schedules are omitted because they are not applicable or the
required information is contained in the financial statements or notes
thereto.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant has duly caused this amendment to the registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized in the
City of Portland, State of Oregon, as of August 15, 1996.
OREGON METALLURGICAL CORPORATION
By: /s/ CARLOS E. AGUIRRE
_________________________________________
Carlos E. Aguirre, President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
amendment to the registration statement has been signed by the following
persons in the following capacities effective on August 15, 1996.
SIGNATURE TITLE
/s/ CARLOS E. AGUIRRE
________________________ President and Chief Executive Officer
(Carlos E. Aguirre) (Principal Executive Officer) and Director
/s/ DENNIS P. KELLY
________________________ Vice President, Finance and Treasurer
(Dennis P. Kelly) (Principal Financial Officer and Principal
Accounting Officer)
* Chairman, Board of Directors
________________________
(Howard T. Cusic)
* Director
________________________
(Gilbert E. Bezar)
* Director
________________________
(Thomas B. Boklund)
* Director
________________________
(Roger V. Carter)
* Director
________________________
(Nicholas P. Collins)
* Director
________________________
(David H. Leonard)
* Director
________________________
(James S. Paddock)
* Director
________________________
(James R. Pate)
*By:/s/ DENNIS P. KELLY
____________________
Dennis P. Kelly, Attorney-in Fact
<PAGE>
INDEX TO EXHIBITS
Sequentially
Numbered
Page
Exhibit No. Exhibit Number
___________ _______ ____________
1.1 Form of Underwriting Agreement** ...................
4.1 Restated Articles of Incorporation (incorporated by
reference to Exhibit 3.1 to the Registrant's Annual
Report on Form 10-K for the year ended December 31,
1993) ..............................................
4.2 Restated Bylaws (incorporated by reference to
Exhibit 3.2 to the Registrant's Annual Report on
Form 10-K for the year ended December 31, 1994) ....
4.3 Amendment to Restated Articles of Incorporation
(incorporated by reference to Exhibit 3.1 to the
Registrant's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1995) .......................
5.1 Opinion of Schwabe, Williamson & Wyatt, P.C.* ......
23.1 Consent of Coopers & Lybrand L.L.P., independent
accountants** ......................................
23.2 Consent of Schwabe, Williamson & Wyatt, P.C.
(included in Exhibit 5.1)* .........................
24.1 Power of Attorney of certain directors and officers
of the Registrant (included on page II-4 of the
Registration Statement on Form S-3, 333-06905) .....
24.2 Power of Attorney of James S. Paddock** ............
24.3 Power of Attorney of Gilbert E. Bezar** ............
________________________
* Filed herewith
** Filed previously
[Schwabe Williamson & Wyatt letterhead] EXHIBIT 5.1
August 15, 1996
Oregon Metallurgical Corporation
530 34th Avenue, S.W.
Albany, Oregon 97321
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
At your request, we have examined the Registration Statement on
Form S-3 to which this letter is attached as Exhibit 5.1 (as amended, the
"Registration Statement") filed by Oregon Metallurgical Corporation (the
"Company") with the Securities and Exchange Commission in connection with the
registration under the Securities Act of 1933, as amended, of 4,025,000*
shares of the Company's common stock, par value $1.00 per share (the "Common
Stock").
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; Bylaws of the Company, as amended and
certified by the incumbent Secretary of the Company; and copies certified by
the incumbent Secretary of the Company of the resolutions adopted by the
Company's Board of Directors on June 26, 1996 authorizing the registration of
the Common Stock and related matters. 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.
_________________________
*Of which shares, 525,000 are subject to an over-allotment option.
<PAGE>
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 that the consideration for the shares of
Common Stock to be issued will be received prior to the 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 in conformity with and pursuant to the Registration Statement, such
shares of Common Stock will be legally issued, fully paid and non-assessable.
We consent to the filing of this opinion as an exhibit to the
Registration Statement.
Respectfully submitted,
/s/ Schwabe Williamson & Wyatt
Schwabe, Williamson & Wyatt, P.C.
