===========================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
-----------------
STEEL TECHNOLOGIES INC.
(Exact name of registrant as specified in its charter)
Kentucky 61-0712014
(State or other (I.R.S. Employer
jurisdiction of Identification No.)
incorporation
or organization)
15415 Shelbyville Road
Louisville, Kentucky 40245
(Address of Principal Executive Offices, including Zip Code)
-----------------
STEEL TECHNOLOGIES INC. 1995 STOCK OPTION PLAN
(Full title of the plan)
-----------------
Kenneth R. Bates, Vice President-Finance
and Chief Financial Officer
Steel Technologies Inc.
15415 Shelbyville Road
Louisville, Kentucky 40245
(Name and address of agent for service)
-----------------
(502) 245-2110
(Telephone number, including area code, of agent for service)
-----------------
CALCULATION OF REGISTRATION FEE
<TABLE>
==========================================================================
Proposed Proposed
maximum maximum
Amount offering aggregate Amount of
Title of securities to be price per offering registration
to be registered registered share(1) price(1) fee
- --------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, no par 400,000 $11.00 $4,400,000 $1,334
value .............. shares
==========================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h)(1), based upon the average of the high and low
prices of the Common Stock as reported on The Nasdaq Stock Market on
February 4, 1997.
==========================================================================
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which have been filed by Steel
Technologies Inc. (the "Registrant") with the Securities and
Exchange Commission pursuant to the Securities Exchange Act of
1934, as amended (the "Exchange Act"), are incorporated in this
registration statement by reference and made a part hereof:
1. The Registrant's annual report on Form 10-K for the
fiscal year ended September 30, 1996.
2. The Registrant's quarterly report on Form 10-Q for the
quarter ended December 31, 1996.
3. The Registrant's registration statement on Form 8-A
dated December 10, 1985.
All documents filed by the Registrant pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act after the effective
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 in this registration statement and to be a part hereof
from the date of filing of such documents. Any statement
contained in a document 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 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.
The legality of the securities offered hereby has been
passed upon for the Registrant by Stites & Harbison, Louisville,
Kentucky. William E. Hellmann, a partner in Stites & Harbison,
is a director of the Registrant.
II-1
<PAGE>
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 271B.8-510 of the Kentucky Revised Statutes empowers
a Kentucky corporation to indemnify an individual (including his
estate or personal representative) who was, is or is threatened
to be made a party to a threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or
investigative, and whether formal or informal, because he is or
was a director against liability incurred in the proceeding if:
(i) he conducted himself in good faith; (ii) he reasonably
believed, in the case of conduct in his official capacity with
the corporation, that his conduct was in its best interests and,
in all other cases, that his conduct was at least not opposed to
its best interests; and (iii) in the case of any criminal
proceeding, he had no reasonable cause to believe his conduct was
unlawful. Indemnification may be made against the obligation to
pay a judgment, settlement, penalty, fine or reasonable expenses
(including counsel fees) incurred with respect to a proceeding,
except that if the proceeding was by or in the right of the
corporation, indemnification may be made only against reasonable
expenses. Pursuant to Section 271B.8-530, a corporation may pay
for or reimburse the reasonable expenses incurred by a director
in advance of final disposition of the proceeding if (i) the
director affirms to the corporation in writing his good faith
belief that he has met the standard of conduct required for
indemnification; (ii) the director undertakes the personal
obligation to repay such advance upon an ultimate determination
that he failed to meet such standard of conduct; and (iii) the
corporation determines that the facts then known to those making
the determination would not preclude indemnification.
A corporation may not indemnify a director under KRS
271B.8-510 in connection with a proceeding by or in the right of
the corporation in which the director was adjudged liable to the
corporation or in connection with any other proceeding charging
improper personal benefit to him, whether or not involving action
in his official capacity, in which he was adjudged liable on the
basis that personal benefit was improperly received by him.
Unless limited by the articles of incorporation, a director who
has been wholly successful, on the merits or otherwise, in the
defense of any proceeding to which he was a party because he is
or was a director of the corporation is entitled to
indemnification against reasonable expenses incurred by him in
connection with the proceeding. Unless limited by its articles
of incorporation, a Kentucky corporation may indemnify and
advance expenses to an officer, employee or agent of the
corporation to the same extent that it may indemnify and advance
expenses to directors.
The indemnification provided by or granted pursuant to
Section 271B.8-510 is not exclusive of any rights to which those
seeking indemnification may otherwise be entitled. Section
II-2
<PAGE>
271B.8-570 empowers a Kentucky corporation to purchase and
maintain insurance on behalf of its directors, officers,
employees or agents of the corporation, whether or not the
corporation would have the power under Sections 271B.8-510 or
271B.8-520 to indemnify them against such liability. The
Registrant has purchased and maintains directors' and officers'
liability insurance. The Registrant has also entered into an
agreement with each of its directors which requires the
Registrant to indemnify the director to the extent permitted by
Kentucky law.
Article VI of the Registrant's Restated Articles of
Incorporation, as amended, and the Registrant's Amended By-Laws
require the Registrant to indemnify its directors and officers
upon a determination that indemnification is permissible under
the circumstances.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The following exhibits are filed as part of this
registration statement:
<TABLE>
Exhibit
Number Description of Exhibits
- ------- -----------------------
<S> <C>
5.1 -- Opinion and consent of Stites & Harbison
23.1 -- Consent of Stites & Harbison (included in
Exhibit 5.1)
23.2 -- Consent of Coopers & Lybrand L.L.P.
24.1 -- Powers of attorney (reference is made to page II-6
of this registration statement)
</TABLE>
ITEM 9. UNDERTAKINGS.
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:
(a) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933, as amended (the
"Act");
II-3
<PAGE>
(b) To reflect in the prospectus any facts or events
arising after the effective date of the 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 the
registration statement; and
(c) To include any material information with respect
to the plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
provided, however, that the undertakings set forth in paragraphs
(a) and (b) above do not apply if the information required to be
included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the Registrant pursuant to
Section 13 or 15(d) of the Exchange Act that are incorporated by
reference in this registration statement.
(2) That, for the purpose of determining any liability
under the Act, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities
offered herein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(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.
(4) That, for purposes of determining any liability under
the Act, each filing of the Registrant's annual report pursuant
to Section 13(a) or Section 15(d) of the Exchange Act that is
incorporated by reference in this registration statement shall be
deemed to be a new registration statement relating to the
securities offered herein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
Insofar as indemnification for liabilities arising under the
Act may be permitted to directors, officers and controlling
persons of the Registrant, 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
II-4
<PAGE>
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.
II-5
<PAGE>
SIGNATURES
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 Louisville, Commonwealth of Kentucky, on the 22nd day
of January, 1997.
STEEL TECHNOLOGIES INC.
By: /s/ Merwin J. Ray
--------------------------------
Merwin J. Ray, Chairman of the
Board
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 dates indicated. Each
person whose signature appears below hereby authorizes Merwin J.
Ray and Kenneth R. Bates, or either one of them, to execute in
the name of each such person and to file, any amendments to this
Registration Statement as the registrant deems appropriate, and
appoints each such agent as attorney-in-fact to sign in his
behalf individually and in each capacity stated below and to file
any and all amendments and post-effective amendments to this
Registration Statement.
Signature Title Date
/s/ Merwin J. Ray Chairman of the Board January 22, 1997
- ------------------------ of Directors and
Merwin J. Ray Chief Executive
Officer (Principal
Executive Officer)
/s/ Kenneth R. Bates Vice President - January 22, 1997
- ------------------------ Finance, Chief
Kenneth R. Bates Financial Officer,
Secretary and
Treasurer
(Principal
Financial and
Accounting Officer)
II-6
<PAGE>
/s/ Howard F. Bates, Jr. Director and Vice January 22, 1997
- ------------------------ President -
Howard F. Bates, Jr. Technical Services
/s/ Bradford T. Ray Director, President January 22, 1997
- ------------------------ and Chief Operating
Bradford T. Ray Officer
/s/ Michael J. Carroll Director and January 22, 1997
- ------------------------ Executive Vice
Michael J. Carroll President
/s/ Ralph W. McIntyre Director January 22, 1997
- ------------------------
Ralph W. McIntyre
Director January , 1997
- ------------------------
Charles A. Mays
/s/ William E. Hellmann Director January 22, 1997
- ------------------------
William E. Hellmann
/s/ Dale L. Armstrong Director January 22, 1997
- ------------------------
Dale L. Armstrong
/s/ Jimmy Dan Conner Director January 22, 1997
- ------------------------
Jimmy Dan Conner
II-7
<PAGE>
INDEX TO EXHIBITS
<TABLE>
Exhibit
Number Description of Exhibits
- ------- -----------------------
<S> <C>
5.1 -- Opinion and consent of Stites & Harbison
23.1 -- Consent of Stites & Harbison (included in
Exhibit 5.1)
23.2 -- Consent of Coopers & Lybrand L.L.P.
24.1 -- Powers of attorney (reference is made to
page II-6 of this registration statement)
</TABLE>
II-8
<PAGE>
STITES & HARBISON
400 WEST MARKET STREET
SUITE 1800
LOUISVILLE, KENTUCKY 40202-3352
TELEPHONE: (502) 587-3400
FACSIMILE: (502) 587-6391
February 6, 1997
Steel Technologies Inc.
15415 Shelbyville Road
Louisville, Kentucky 40245
Re: 1995 Stock Option Plan
Registration Statement on Form S-8
----------------------------------
Gentlemen:
We have acted as counsel for Steel Technologies Inc. (the
"Company") in connection with the preparation and filing of a
registration statement on Form S-8 (the "Registration Statement"),
relating to the registration by the Company under the Securities Act
of 1933, as amended (the "Act"), of up to 400,000 shares of the
Company's common stock, no par value (the "Common Stock"), to be
issued by the Company from time to time pursuant to the Company's
1995 Stock Option Plan.
In connection with this opinion, we have considered such matters
of law and examined the originals or copies, certified or otherwise
identified to our satisfaction, of such documents and corporate and
other records and have obtained such certificates, letters,
representations and information from the officers, directors and
employees of the Company and from others as we have deemed necessary
or appropriate to enable us to render the opinions expressed herein.
Based upon and in reliance upon the foregoing, and subject to
the qualifications and assumptions set forth below, it is our opinion
that, when (a) the Registration Statement has become effective in
accordance with the Act and the rules and regulations thereunder and
the provisions of such state securities or "blue sky" laws as may be
applicable have been complied with, and (b) the Common Stock has been
duly delivered against payment therefor, the Common Stock to be
issued by the Company will be legally issued, fully paid and
nonassessable.
<PAGE>
Steel Technologies Inc.
Page 2
February 6, 1997
Our opinion is limited by and subject to the following:
(a) In rendering our opinion we have assumed that, at the time
of each issuance and sale of the Common Stock, the Company will be a
corporation validly existing and in good standing under the laws of
the Commonwealth of Kentucky.
(b) In our examination of all documents, certificates and
records, we have assumed without investigation the authenticity and
completeness of all documents submitted to us as originals, the
conformity to the originals of all documents submitted to us as
copies and the authenticity and completeness of the originals of all
documents submitted to us as copies. We have also assumed the
genuineness of all signatures, the legal capacity of natural persons,
the authority of all persons executing documents on behalf of the
parties thereto other than the Company, and the due authorization,
execution and delivery of all documents by the parties thereto other
than the Company.
(c) Our opinion is based solely on and limited to the laws of
the Commonwealth of Kentucky and the federal laws of the United
States of America. We express no opinion as to the laws of any other
jurisdiction.
We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement.
Very truly yours,
STITES & HARBISON
CCB/plh
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration
statement on Form S-8 of our report dated November 9, 1996 on our
audits of the financial statements and financial statement
schedule of Steel Technologies Inc. as of September 30, 1996 and
1995 and for each of the three years in the period ended
September 30, 1996, which report is included in the Annual Report
on Form 10-K of Steel Technologies Inc. for the fiscal year ended
September 30, 1996.
COOPERS & LYBRAND L.L.P.
Louisville, Kentucky
February 5, 1997
