As filed with the Securities and Exchange Commission on August 20, 1996
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
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. /x/ 333-06905
_________
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. / /
________________________
<PAGE>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
============================================================================================================================
Proposed Maximum Proposed Maximum
Title of Each Class of Amount to be Offering Price Aggregate Amount of
Securities to be Registered Registered(1) Per Share(2) Offering Price Registration Fee
____________________________________________________________________________________________________________________________
<S> <C> <C> <C>
Common Stock, $1.00 par value...... 575,000 shares $23.625 $13,584,375 $4,684.27
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<FN>
<F1> Includes 75,000 shares which the Underwriters have the option to
purchase to cover any over-allotments.
<F2> Calculated pursuant to Rule 457(c) of the General Rules and Regulations
under the Securities Act of 1933. Does not include 4,025,000 shares
registered pursuant to Registration Statement No. 333-06905 as to which
a registration fee of $39,642.78 was paid.
</FN>
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</TABLE>
<PAGE>
EXPLANATORY NOTE
This Registration Statement is being filed pursuant to Rule 462(b) under
the Securities Act of 1933, as amended. The contents of the Registration
Statement on Form S-3 (Reg. No. 333-06905) filed by Oregon Metallurgical
Corporation (the "Company") with the Securities and Exchange Commission (the
"Commission") on June 26, 1996, as amended, including the exhibits thereto,
and declared effective by the Commission on August 19, 1996, are incorporated
herein by reference. This Registration Statement also contains Exhibits 5.1
and 23.1.
UNDERTAKING
The registrant hereby undertakes and agrees to pay the registration fee
for the securities registered hereunder as soon as practicable (but in any
event no later than the close of the next business day following the filing
of the Registration Statement). The registrant will give irrevocable wiring
instructions to its bank at the opening of business on Wednesday, August 21,
1996 to wire the registration fee to the Commission immediately and it will
confirm receipt of such instructions by the bank during regular business
hours. Registrant will have sufficient funds in its account to cover the
amount of the filing fee.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant has 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, as of August 20, 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
registration statement has been signed by the following persons in the
following capacities effective on August 20, 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)
/s/ HOWARD T. CUSIC*
____________________________ Chairman, Board of Directors
(Howard T. Cusic)
/s/ GILBERT E. BEZAR*
____________________________ Director
(Gilbert E. Bezar)
/s/ THOMAS B. BOKLUND*
____________________________ Director
(Thomas B. Boklund)
/s/ ROGER V. CARTER*
____________________________ Director
(Roger V. Carter)
/s/ NICHOLAS P. COLLINS*
____________________________ Director
(Nicholas P. Collins)
/s/ DAVID H. LEONARD*
____________________________ Director
(David H. Leonard)
/s/ JAMES S. PADDOCK*
____________________________ Director
(James S. Paddock)
/s/ JAMES R. PATE*
____________________________ 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
** Incorporated by reference to the Company's Registration Statement on
Form S-3, as amended, Registration No. 333-06905
[Schwabe, Williamson & Wyatt, P.C. letterhead]
EXHIBIT 5.1
August 20, 1996
Oregon Metallurgical Corporation
530 34th Avenue, S.W.
Albany, Oregon 97321
Re: 462(b) 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 (the "462(b) Registration
Statement") filed by Oregon Metallurgical Corporation (the "Company") with the
Securities and Exchange Commission ("Commission") pursuant to Rule 462(b)
promulgated under the Securities Act of 1944, as amended ("Securities Act") and
relating to the registration under the Securities Act of an additional 500,000
shares* of the Company's common stock, par value $1.00 per share (the
"Additional Shares"). The Rule 462(b) Registration Statement to be used for the
offer and sale of the Additional Shares is filed with the Commission in
connection with the offering described in the Registration Statement on Form S-3
(Registration No. 333-06905) filed with the Commission on June 26, 1996, as
amended, which was declared effective by the Commission on August 19, 1996.
We are familiar with the proceedings taken by the Company in
connection with the authorization of the Additional Shares. We have examined
such documents, records and matters of law as we have deemed necessary for
purposes of this opinion. In our examination, 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, 75,000 are subject to an over-allotment option.
<PAGE>
Oregon Metallurgical Corporation
August 20,1996
Page 2
Based upon the foregoing, and assuming, without further inquiry that
the consideration for the Additional Shares to be issued will be received prior
to the issuance thereof, and when the 462(b) Registration Statement becomes
effective, 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 462(b) Registration Statement, such
Additional Shares will be legally issued, fully paid and non-assessable.
We consent to the filing of this opinion as an exhibit to the 462(b)
Registration Statement.
Respectfully submitted,
/s/ Schwabe Williamson & Wyatt
Schwabe, Williamson & Wyatt, P.C.
SCHWABE WILLIAMSON & WYATT
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement on
Form S-3 (File No. 333- ) of our reports, dated February 16, 1996, except for
the second paragraph of Note 8, as to which the date is March 1, 1996, on our
audits of the consolidated financial statements and financial statement schedule
of Oregon Metallurgical Corporation. We also consent to the reference to our
firm under the caption "Experts," incorporated by reference in this registration
statement.
Coopers & Lybrand L.L.P.
Eugene, Oregon
August 20, 1996
