AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 31, 1997
REGISTRATION NO. 333-________
===============================================================================
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 1996 EMPLOYEE STOCK OPTION 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, P.C.
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
par value 252,000(2) $30.25 $7,623,000(1) $2,310.00
(1) Calculated solely for purposes of this offering under Rule 457(h) as
follows: 252,000 shares at the proposed maximum offering price of $30.25,
based upon the price at which the options may be exercised.
(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 24 Pages.
Exhibit Index on Page 8.
_______________________________________________________________________________
<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 Prospectus for the Oregon Metallurgical Corporation 1996 Employee
Stock Option 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 prospectus referenced in Item 1 above.
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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 252,000 shares of the
Registrant's Common Stock for issuance pursuant to the Registrant's 1996
Employee Stock Option 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.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The 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
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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. The 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 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.
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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.
Messrs. Bezar, Cusic, Pate, Leonard, Carter and Collins have entered into
indemnity agreements with the Company relating to their positions as directors
of the Company. The agreements provide generally that the Company will
indemnify the party thereto for liability arising from third-party proceedings,
for proceedings by or in the right of the Company and otherwise to the fullest
extent not prohibited by law, subject to certain exclusions.
The Company maintains liability insurance for directors and officers of
the Company acting within their legally defined capacities. The insurance
coverage is on a "claims made" basis.
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).
10 Oregon Metallurgical Corporation 1996 Employee Stock
Option Plan.
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, 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-
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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.
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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
17, 1997.
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.
/s/ Dennis P. Kelly
_______________________________ January 17, 1997 Vice President, Finance
Dennis P. Kelly (Principal Financial
Officer and Principal
Accounting Officer)
BOARD OF DIRECTORS
/s/ Carlos E. Aguirre
_______________________________ January 17, 1997 President, Chief
Carlos E. Aguirre Executive Officer &
Director (Principal
Executive Officer)
/s/ Howard T. Cusic
_______________________________ January 20, 1997 Chairman, Board of
Howard T. Cusic Directors
/s/ Gilbert E. Bezar
_______________________________ January 22, 1997 Director
Gilbert E. Bezar
/s/ Thomas B. Boklund
_______________________________ January 21, 1997 Director
Thomas B. Boklund
/s/ Roger V. Carter
_______________________________ January 21, 1997 Director
Roger V. Carter
/s/ Nicholas P. Collins
_______________________________ January 27, 1997 Director
Nicholas P. Collins
/s/ David H. Leonard
_______________________________ January 18, 1997 Director
David H. Leonard
/s/ James S. Paddock
_______________________________ January 23, 1997 Director
James S. Paddock
_______________________________ January ___, 1997 Director
James R. Pate
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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).
10 Oregon Metallurgical Corporation 1996
Employee Stock
Option Plan.
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.
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[Letterhead of Schwabe, Williamson & Wyatt, P.C.]
January 31, 1997
Board of Directors
Oregon Metallurgical Corporation
530 34th Avenue, S.W.
Albany, Oregon 97321
Re: Oregon Metallurgical Corporation 1996 Employee Stock Option Plan
Registration Statement on Form S-8
Ladies and Gentlemen:
At your request, we have examined the Registration Statement on Form
S-8 ("Registration Statement") to be filed by you with the Securities and
Exchange Commission in connection with the registration under the Securities
Act of 1933, as amended, of 252,000 shares ("Shares") of the common stock,
$1.00 par value, of Oregon Metallurgical Corporation ("Company"), none of which
are issued and outstanding as of this date, but which are issuable upon
exercise of options to be granted under the Oregon Metallurgical Corporation
1996 Employee Stock Option 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 14, 1996; Bylaws of the Company, as
amended; the Plan; the form of Stock Option Grant Agreement ("Grant
Agreement"); and the minutes of the meetings of the Company's Board of
Directors 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.
Based upon the foregoing, we are of the opinion, that, upon the
exercise of options granted pursuant to the Plan and the issuance and sale of
the Shares, each in the manner contemplated by the Registration Statement, and
each in accordance with the Plan and each Grant Agreement, the Shares will be
legally issued, fully paid and non-assessable securities of the Company.
<PAGE>
Oregon Metallurgical Corporation
January 31, 1997
Page 2
We express no opinion as to the application of the securities or
"Blue Sky" laws of the various states to the sale of the Shares. The opinions
are limited to the law of the state of Oregon and the Federal law of the United
States.
This opinion is being delivered in connection with the Registration
Statement and, accordingly, may not be used for any other purpose without our
prior written consent. We assume no obligation to update or supplement this
opinion to reflect any facts or circumstances that may hereafter come to our
attention with respect to the opinions expressed above, including any changes
in applicable law that may hereafter occur.
We 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 Shares.
Respectfully submitted,
/s/ Schwabe, Williamson & Wyatt, P.C.
Schwabe, Williamson & Wyatt, P.C.
OREGON METALLURGICAL CORPORATION
1996 EMPLOYEE STOCK OPTION PLAN
(Effective Date: June 11, 1996)
1. Purposes
________. The purposes of this Plan are the retention of Employees
during a period of rapid growth and the alignment of Employee interests with
those of the Company's shareholders. This Plan is in consideration for placing
certain limitations on the number of shares of Common Stock which the
participants may receive under the Savings Plan, Stock Compensation Plan -
Salaried Employees and Stock Compensation Plan - Union Employees. This Plan
seeks to accomplish these purposes and to achieve these results by providing
Employees a means to share in the potential increase in the value of Common
Stock pursuant to options granted in accordance with the terms of this Plan.
2. Definitions
___________. As used in this Plan, the terms defined in this Section 2
will have the following meanings:
2.1 "Board" or "Board of Directors" means the Board of Directors of
the Company.
2.2 "Code" means the Internal Revenue Code of 1986, as amended, and
regulations and rulings thereunder. References to a particular section of, or
rule under, the Code will include references to successor provisions.
2.3 "Committee" means the committee of the Board appointed pursuant
to Section 4 of this Plan.
2.4 "Common Stock" means the common stock of the Company, $1.00
par value.
2.5 "Company" means Oregon Metallurgical Corporation, an Oregon
corporation.
2.6 "Disability" means a mental or physical condition which, in the
opinion of the Committee, renders an Employee unable or incompetent to carry out
the job responsibilities which such Employee held or the tasks to which such
Employee was assigned at the time the disability was incurred, and which is
expected to be permanent or for an indefinite duration exceeding ninety days.
2.7 "Effective Date" means June 11, 1996.
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1996 EMPLOYEE STOCK OPTION PLAN
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2.8 "Employee" means a union (hourly) or salaried employee of
Company, who is not also an officer or director of the Company.
2.9 "Exercise Price" means the Fair Market Value per Share on the
Effective Date which was $30.25 per Share.
2.10 "Fair Market Value" of a Share means, as of any applicable date
the closing price of a Share on the National Association of Securities Dealers,
Inc. Automated Quotations System ("Nasdaq") Stock Market or any national
securities exchange on which the Common Stock is traded (or if the Common Stock
is not then traded on the Nasdaq Stock Market or a national securities exchange,
the representative closing bid price of the Common Stock on the over-the-counter
market), as reported in The Wall Street Journal, or if no such reported sale
will have occurred on such date, on the next preceding date on which there was
such a reported sale. If the shares of the Company's stock are not listed or
admitted to trading on Nasdaq on the day as of which the determination is made,
the amount determined by the Board or its delegate to be the fair market value
of a share on such day.
2.11 "1934 Act" means the Securities Exchange Act of 1934, as
amended. References to a particular section of, or rule under, the 1934 Act will
include references to successor provisions.
2.12 Nonstatutory Stock Option ("NSO") means a stock option, which
does not qualify for special tax treatment under Section 421 or 422 of the Code.
2.13 "Option" means the right to purchase Common Stock under this
Plan as granted pursuant to the provisions of Section 7 of this Plan.
2.14 "Option Shares" means Common Stock covered by and subject to any
outstanding unexercised Option granted pursuant to this Plan.
2.15 "Plan" means this Oregon Metallurgical Corporation 1996 Employee
Stock Option Plan.
2.16 "Retirement" means termination of employment with the Company
and its Subsidiaries any time after attaining age 65 with at least 5 years of
Company service.
2.17 "Share" means a share of Common Stock.
2.18 "Subsidiary" means any entity in which the Company directly or
through intervening subsidiaries owns more than fifty percent (50%) or more of
the total combined
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1996 EMPLOYEE STOCK OPTION PLAN
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voting power or value of all classes of stock or, in the case of an
unincorporated entity, owns more than a fifty percent (50%) interest in the
capital and profits.
2.19 "Withholding Taxes" means all income taxes, FICA, FUTA, or
similar employment taxes and any other taxes or assessments payable by the
Company as the result of an exercise of the Option.
3. Eligibility
___________. Eligibility to participate in the Plan is limited to full-
time Employees who were actively employed by the Company on June 11, 1996
(excluding Employees of a Subsidiary).
4. Administration.
______________
4.1 The Committee.
_____________
4.1.1 This Plan will be administered by the Board of Directors
directly, acting as a Committee, or if the Board elects, by a separate Committee
appointed by the Board for that purpose and consisting of at least two Board
members. All references in the Plan to the Board or the Board of Directors will
refer to such separate Committee, if any is established, or if none is then in
existence, will refer to the Board of Directors as a whole. Once appointed, any
such Committee will continue to serve until otherwise directed by the Board.
From time to time, the Board may increase the size of the Committee and appoint
additional members, remove members (with or without cause), appoint new members
in substitution, and fill vacancies however caused. The Committee may select one
of its members as its chairperson, and will hold meetings at such times and
places as the chairperson or a majority of the Committee may determine. At all
times, the Board will have the power to remove all members of the Committee and
thereafter to directly administer this Plan as a Committee of the whole. A
majority of the members of the Committee will constitute a quorum. All actions
of the Committee will be taken by a majority vote of the members constituting a
quorum or by unanimous written consent of all members of the Committee without a
meeting. Any action may be taken by a written instrument signed by all Committee
members, and all actions so taken will be fully effective as if it has been
taken by a vote of a majority of the members at a meeting duly called and held.
4.1.2 Members of the Committee who have been granted Options
will be counted for all purposes in determining the existence of a quorum at any
meetings of the Committee and will be eligible to vote on all matters before the
Board respecting the granting of Options or administration of this Plan.
4.1.3 The Committee may authorize any one or more of their
number or the Secretary or any other officer of the Company to execute and
deliver documents on
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1996 EMPLOYEE STOCK OPTION PLAN
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behalf of the Committee. The Board authorizes the Secretary
to execute and deliver all documents to be delivered by the Committee pursuant
to this Plan.
4.2 Powers of the Committee
_______________________. Subject to the express provisions of
this Plan, the Committee will have full and final authority, in its discretion,
as follows:
4.2.1 to grant Options;
4.2.2 to interpret this Plan and to make all determinations
necessary or advisable for the administration of this Plan;
4.2.3 to determine the eligibility of Employees to participate
in this Plan;
4.2.4 to determine the Fair Market Value on any applicable
valuation date;
4.2.5 to determine whether an event of termination of
employment, death, Disability, Retirement or Change in Control has occurred
under Section 12 of this Plan;
4.2.6 to prescribe, amend, and rescind rules and regulations
relating to this Plan, including rules with respect to the exercisability and
nonforfeitability of Options upon the termination of employment of an Employee;
4.2.7 to authorize any person or persons to execute and deliver
Option grant agreements or to take any other actions deemed by the Committee to
be necessary or appropriate to effectuate the grant of Options;
4.2.8 to determine the terms and provisions and any restrictions
or conditions, which need not be identical, of grants under the Plan and with
the consent of the Employee, to modify any such grant at any time;
4.2.9 to cancel, with the consent of the Employee, outstanding
Options and to grant new Options in substitution therefor;
4.2.10 to delegate its duties and responsibilities under this
Plan and (A) the acts of such delegates will be treated under this Plan as acts
of the Committee and (B) such delegates will report to the Committee regarding
the delegated duties and responsibilities;
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1996 EMPLOYEE STOCK OPTION PLAN
<PAGE>
4.2.11 to correct any defect or supply any omission or reconcile
any inconsistency in the Plan or in any grant under the Plan in the manner and
to the extent it may deem expedient; and
4.2.12 to make all other determinations necessary and advisable
with respect to the Plan.
The determination of the Committee on all matters relating to this
Plan will be conclusive and final. No member of the Committee or of the Board
will be liable for any action or determination made in good faith with respect
to this Plan or any Option.
5. Shares Subject to this Plan.
___________________________
5.1 Subject to adjustment as provided in Section 13 of this Plan, an
aggregate of Two Hundred Fifty Two Thousand (252,000) Shares will be available
for issuance to Employees under this Plan. No fractional shares will be issued.
5.2 The Shares deliverable upon exercise of the Option grant under
this Plan may be made available from authorized but unissued Shares or Shares
reacquired by the Company, including Shares purchased in the open market or in
private transactions.
6. Nonstatutory Options.
____________________
All Options granted to Employees pursuant to this Plan will be NSOs.
7. Automatic One-time Grant to Employees.
_____________________________________
7.1 As of the Effective Date, each eligible Employee will be granted
an option to purchase Five Hundred (500) Shares in accordance with the terms of
this Plan.
7.2 The automatic grant to Employees will not be subject to the
discretion of any person.
7.3 Each Option granted under this Plan will be evidenced by a
written Option grant agreement. Each grant agreement will be subject to, and
incorporate by reference or otherwise, the applicable terms of this Plan.
8. Duration and Vesting of Options.
_______________________________
8.1 The term of each Option granted to an Employee will be for ten
(10) years from the Effective Date, unless terminated earlier pursuant to the
provisions of Section 12 of this Plan.
Page 5 - OREGON METALLURGICAL CORPORATION
1996 EMPLOYEE STOCK OPTION PLAN
<PAGE>
8.2 Subject to Sections 12 and 15, each Option will vest and become
fully exercisable on the fourth (4th) anniversary (July 11, 2000) of the
Effective Date.
9. Exercise Price; Exercise.
________________________
9.1 The price per Share of the Option Shares which may be purchased
upon exercise of an Option will be equal to the Exercise Price. The Exercise
Price per Share will be paid in full at the time the Option is exercised in
accordance with Section 10.
9.2 The Exercise Price per Share will be subject to adjustment as
provided in Section 13 of this Plan.
9.3 To the extent that it is exercisable, an Option will be exercised
by written notice to the Company stating the number of Shares with respect to
which the Option is being exercised. The date that the payment in full is
received by the Company will be the exercise date.
9.4 Any person or persons exercising an Option on behalf of an
Employee will be required to furnish to the Company appropriate documentation
that such person or persons have the full legal right and power to exercise the
Option on behalf of and for the Employee.
10. Payment by Employee
___________________. Payment by the Employee of the Exercise Price per
Share and any taxes required to be withheld on the Employee's behalf incident to
exercise of the Option will be by any combination of cash, other immediately
available funds, cancellation of vested Options or Common Stock. If an Employee
chooses to make payment by cancelling vested Options, such payment will be
credited towards the amount due from the Employee at the then Fair Market Value
per Share minus the Exercise Price per Share, multiplied by the number of
Options cancelled. If an Employee chooses to make payment with Common Stock,
such payment will be credited towards the amount due from the Employee at the
then Fair Market Value per Share.
11. Taxes
_____. Any Option granted under this Plan will provide for payment by
the Employee on exercise of all federal, state, local or other Withholding Taxes
payable by the Company incident to exercise of an Option. The amount of such
taxes, if any, required to be paid by the Company will be determined by the
Committee, which will apply such flat percentage rate as may then be authorized
for supplemental payments.
Page 6 - OREGON METALLURGICAL CORPORATION
1996 EMPLOYEE STOCK OPTION PLAN
<PAGE>
12. Effect of Termination of Employment, Death, Disability, Retirement or
_____________________________________________________________________
Change in Control.
_________________
12.1 Termination of Employment
_________________________. Except as provided otherwise in this
Section 12, if an Employee terminates employment with the Company, then, any
unvested Options held by the Employee will terminate, be forfeited and have no
value. Any vested and unexercised Options held by the Employee to the extent
exercisable on the date of the Employee's termination of employment, may be
exercised in whole or in part by the Employee, not later than the 90th day
following the Employee's termination of employment. Transfer of any Employee
from employment by the Company to employment by a Subsidiary or the transfer of
any Employee from employment by a Subsidiary to the Company will not be deemed a
termination of employment.
12.2 On account of Disability or death
_________________________________. If an Employee terminates
employment with the Company on account of Disability or death, then any unvested
Options held by the Employee will be deemed vested on the date of such
termination of employment. Any exercisable Options may be exercised in whole or
in part by the Employee in the case of Disability, or by the Employee's personal
representative in the case of death, no later than the 180th day following the
Employee's date of Disability or death.
12.3 On account of Retirement
________________________. If an Employee terminates employment
with the Company on account of Retirement, then any unvested Options held by the
Employee will be deemed vested on the date of such termination of employment.
Any exercisable Options may be exercised in whole or in part by the Employee no
later than the 90th day following the Employee's date of Retirement.
12.4 On account of Change in Control
_______________________________. In the event of a "Change in
Control," any unvested Options held by an Employee will be deemed vested on the
date of the Change in Control. Any exercisable Options may be exercised in whole
or in part by the Employee no later than the 90th day following the Change in
Control. A "Change in Control" means a change in control of a nature that would
be required to be reported in response to item 6(e) of Schedule 14A of
Regulation 14A promulgated under the 1934 Act, provided that such a change in
control will be deemed to have occurred at such time as (i) any "person" (as
that term is used in Section 13(d) and 14(d)(2) of the 1934 Act), is or becomes
the "beneficial owner" (as defined in Rule 13d-3 under the 1934 Act) directly or
indirectly, of securities representing 20% or more of the combined voting power
for election of directors of the then outstanding securities of the Company or
any successor of the Company; (ii) during any period of two (2) consecutive
years or less, individuals who at the beginning of such period constituted the
Board of Directors cease, for any reason, to constitute at least a majority of
the Board, unless the election or nomination for election of each new director
was approved by a vote of at least two-thirds of the directors then still in
office who were directors at the beginning of the period; (iii) the shareholders
of the
Page 7 - OREGON METALLURGICAL CORPORATION
1996 EMPLOYEE STOCK OPTION PLAN
<PAGE>
Company approve any merger or consolidation as a result of which the
shares will be changed, converted or exchanged (other than a merger with a
wholly owned subsidiary of the Company) or any liquidation of the Company or any
sale or other disposition of 50% or more of the assets or earning power of the
Company; or (iv) the shareholders of the Company approve any merger or
consolidation to which the Company is a party as a result of which the persons
who were shareholders of the Company immediately prior to the effective date of
the merger or consolidation will have beneficial ownership of less than 50% of
the combined voting power for election of directors of the surviving corporation
following the effective date of such merger or consolidation; provided, however,
that no Change in Control will be deemed to have occurred if, prior to such
times as a Change in Control would otherwise be deemed to have occurred, the
Board of Directors determines otherwise.
13. Adjustments and Changes in the Common Stock.
___________________________________________
13.1 If there is any change in the Common Stock by reason of any
stock dividend, stock split, spin-off, split-up, merger, consolidation,
recapitalization, reclassification, combination or exchange of shares, or any
other similar corporate event, the aggregate number of shares available under
this Plan, and the number and the price of Shares subject to outstanding Options
will be appropriately adjusted automatically.
13.2 No right to purchase fractional shares will result from any
adjustment in Options pursuant to this Section 13. In case of any such
adjustment, the shares subject to the Option will be rounded down to the nearest
whole share.
13.3 Notice of any adjustment will be given by the Company to each
Employee whose options have been so adjusted and such adjustment (whether or not
such notice is given) will be effective and binding for all purposes of this
Plan.
14. Compliance With Law
___________________. No Share will be issued upon exercise of any
Option, and an Employee will have no right or claim to such Shares, unless and
until: (i) payment in full as provided in this Plan has been received by the
Company; (ii) in the opinion of counsel for the Company, all applicable
requirements of law and of regulatory bodies having jurisdiction over such
issuance and delivery have been fully complied with; and (iii) if required by
federal or state law or regulation, the Employee has paid to the Company the
amount, if any, required to be withheld on the amount deemed to be compensation
to the Employee as a result of the exercise of his or her Option, or made other
arrangements satisfactory to the Company, in its sole discretion, to satisfy
applicable income tax withholding requirements.
15. Reorganization
______________. Notwithstanding any provision in any Option Agreement
pertaining to the time of exercise of an Option, or part thereof, upon adoption
by the requisite holders of the outstanding Shares of any plan of dissolution,
liquidation,
Page 8 - OREGON METALLURGICAL CORPORATION
1996 EMPLOYEE STOCK OPTION PLAN
<PAGE>
reorganization, merger, consolidation or sale of all or
substantially all of the assets of the Company to another corporation, (a
"Reorganization Event"), all Options previously granted may, in the discretion
of the Committee, become immediately vested and exercisable as to all
unexercised Option Shares for such period of time as may be determined by the
Committee, on the condition that the Reorganization Event is consummated. If
such Reorganization Event is not consummated, Options granted pursuant to the
Plan will be vested and exercisable in accordance with their respective terms.
16. Amendment or Termination of this Plan
_____________________________________. This Plan will terminate ten
(10) years from the Effective Date or such earlier time as the Board may
determine. The Board may from time to time in its discretion amend or modify
this Plan without the approval of the shareholders of the Company, except as
such approval as may be required under the 1934 Act, the Code or by the Nasdaq
Stock Market. Any amendment or termination, whether in whole or in part, will
not affect any Options then outstanding under this Plan.
17. Securities Law Matters
______________________. If the Committee deems it necessary, the
Company may require a written investment intent representation by the Employee
and may require that a restrictive legend be affixed to certificates for Shares.
If the Committee determines that the exercise or vesting of, or delivery of
benefits pursuant to, any Option would violate any applicable provisions of
federal or state securities law or the listing requirements of any national
securities exchange or the Nasdaq Stock Market on which are listed any of the
Company's equity securities, then the Committee may postpone any such exercise,
vesting, or delivery, as the case may be, but the Company will use its best
efforts to cause such exercise, vesting or delivery to comply with all such
provisions at the earliest practicable date.
18. Registration, Listing, Qualification, Approval of Shares and Options
____________________________________________________________________.
If the Board determines, in its discretion, that it is necessary or desirable
that the Shares subject to any Option (a) be registered, listed or qualified on
any securities exchange or the Nasdaq Stock Market or under any applicable law,
or (b) be approved by any governmental regulatory body, or (c) be approved by
the shareholders of the Company, as a condition of, or in connection with, the
granting of such Option, or the issuance or purchase of Shares upon exercise of
the Option, the Option may not be exercised in whole or in part unless such
registration, listing, qualification or approval has been obtained free of any
condition not acceptable to the Board.
Page 9 - OREGON METALLURGICAL CORPORATION
1996 EMPLOYEE STOCK OPTION PLAN
<PAGE>
19. Nontransferability of Options
_____________________________. No Option granted under this Plan may be
sold, transferred, pledged, assigned or otherwise alienated or hypotheticated,
other than by will or by the laws of descent and distribution. Further, all
Options granted to an Employee under this Plan will be exercisable during his or
her lifetime only by such Employee.
20. Nonuniform Determinations
_________________________. Neither the Committee's nor the Board's
determinations under this Plan need be uniform and may be made by the Committee
or the Board selectively among persons who receive, or are eligible to receive,
Options (whether or not such persons are similarly situated).
21. Relationship Between the Parties.
________________________________
21.1 This Plan will not be deemed to constitute a contract of
employment between the Company and any Employee, nor will any provision of this
Plan be interpreted to restrict the right of the Company to discharge any
Employee or restrict the right of any Employee to terminate his or her
employment.
21.2 No Employee or other person will have any claim or right to be
granted an Option under the Plan, except as expressly provided in this Plan.
21.3 Neither an Employee, the Employee's legal representative, nor
any person who acquires the right to exercise an Option by reason of the
Employee's death will be, or have any of the rights or privileges of, a
shareholder of the Company in respect of any Share receivable upon the exercise
of any Option granted under this Plan, in whole or in part, unless and until
certificates for such Shares will have been issued.
22. Accounting
__________. All accounting issues arising due to the existence of this
Plan will be determined in accordance with generally accepted accounting
principles.
23. Governing Law
_____________. The validity, construction, interpretation,
administration and effect of this Plan and any rules, regulations and actions
relating to this Plan will be governed by and construed exclusively in
accordance with the laws of the State of Oregon.
24. Severability
____________. If all or any part of this Plan is declared by any court,
governmental authority or arbitrator to be unlawful or invalid, such
unlawfulness or invalidity will not serve to invalidate any portion of this Plan
not declared to be unlawful or invalid. Any Section or part of a Section so
declared to be unlawful or invalid will, if possible, be construed in a manner
which will give effect to the terms of such Section or part of a Section to the
fullest extent possible while remaining lawful and valid.
25. Notices
_______. All notices and demands of any kind which the Committee, any
Employee, or other person may be required or desires to give under the terms of
this Plan
Page 10 - OREGON METALLURGICAL CORPORATION
1996 EMPLOYEE STOCK OPTION PLAN
<PAGE>
will be in writing and shall be personally delivered or sent by mail,
postage prepaid, addressed to the Company at its principal place of business and
to Optionee at the address shown in this Stock Option Grant Agreement or at any
other address Optionee indicates by notice to the Company. Delivery by mail will
be deemed made at the expiration of the third day after the day of mailing,
except for notice of the exercise of an Option and payment of the Exercise
Price, both of which must be actually received by the Company.
26. Arbitration
___________. Any claim or controversy arising under or in connection
with this Plan will be settled exclusively by binding arbitration in Albany,
Oregon in accordance with the rules of the American Arbitration Association and
the laws of the State of Oregon then in effect. Judgment may be entered on the
arbitrator's award in any court having jurisdiction. Costs of such arbitration
will be borne equally by the parties to the arbitration. Arbitration will be by
a single arbitrator selected by the parties or if the parties are unable to
agree upon an arbitrator, the Circuit Court of the State of Oregon, Linn County,
will appoint an arbitrator. The arbitrator will have no jurisdiction to consider
evidence with respect to or render an award or judgment for punitive damages (or
any other amount awarded for the purpose of imposing a penalty). All facts and
other information relating to any arbitration arising under this Agreement will
be kept confidential to the fullest extent permitted by law.
Oregon Metallurgical Corporation,
an Oregon corporation
By: /s/ Dennis P. Kelly
_____________________________________
Its: Vice President, Finance
_____________________________________
Page 11 - OREGON METALLURGICAL CORPORATION
1996 EMPLOYEE STOCK OPTION PLAN
[Letterhead of Coopers & Lybrand L.L.P.]
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement on
Form S-8 (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 as of December 31, 1995 and 1994,
and for the years ended December 31, 1995, 1994 and 1993.
/s/ Coopers & Lybrand L.L.P.
Coopers & Lybrand L.L.P.
Eugene, Oregon
January 31, 1997
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.
