<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
PITT-DES MOINES, INC.
(Exact name of registrant as specified in its charter)
Commonwealth of Pennsylvania 25-0729430
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
3400 Grand Avenue, Pittsburgh, Pennsylvania 15225
(Address of Principal Executive Offices) (Zip Code)
PITT-DES MOINES, INC.
DIRECTORS STOCK PLAN
(Full title of the plan)
R. A. Byers, Vice President Finance and Treasurer
Pitt-Des Moines, Inc.
3400 Grand Avenue
Pittsburgh, PA 15225
(Name and address of agent for service)
(412) 331-3000
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
============================================================================
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered per share price fee
- -------------------- ---------- ----------- --------------- ------------
<S> <C> <C> <C> <C>
Common Stock 100,000 $42.50(1) $4,250,000(1) $1,465.52
(no par value) shares
============================================================================
</TABLE>
(1) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(h). The price has been determined in accordance with Rule
457(c) which is the average of the high and low prices of the Common Stock
on the American Stock Exchange on September 26, 1996.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
Pitt-Des Moines, Inc. (the "Corporation") hereby incorporates by
reference into this Registration Statement the documents listed in (a)
through (c) below. The Corporation also incorporates by reference, from
the date of filing of such documents, all documents subsequently filed
by it pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), prior to the
filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities
then remaining unsold:
(a) The latest annual report of the Corporation filed pursuant to
Section 13(a) or 15(d) under the Exchange Act;
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the annual
report referred to in (a) above; and
(c) The description of the Common Stock, no par value, of the
Corporation contained in the Corporation's registration statement
filed under Section 12 of the Exchange Act including any amendment
or report filed for the purpose of updating such description.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
Pennsylvania statutory law regarding directors and officers insurance
and indemnification is embodied in Subchapter D (Sections 1741 through
1750) of the Pennsylvania Business Corporation Law of 1988, as amended
(the "BCL"). Sections 1741 (relating to third party actions) and 1742
(relating to derivative actions) of the BCL provide that, unless
otherwise restricted by its bylaws, a business corporation shall have
the power to indemnify any person who is made a party to a third-party
or derivative action, respectively, by reason that such person is or
was a representative of the corporation. The BCL defines
representative to mean a director, officer, employee or agent thereof
(a "Representative"). The sections further state that the corporation
is authorized to indemnify the Representative against expenses
(including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him or her in
connection with the action. However, the Representative must have
acted in good faith and with a reasonable belief that his or her
actions were in the best interests, or not opposed to the best
interests, of the corporation; and with respect to any criminal
proceeding, the Representative must have had no reasonable cause to
believe his or her conduct was unlawful.
-1-
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Item 6. Indemnification of Directors and Officers (Cont'd)
Section 1743 of the BCL provides mandatory indemnification for a
Representative if he or she succeeds on the merits or otherwise in the
defense of any claim or action. The corporation must indemnify him or
her to the extent of his or her actual and reasonable expenses
(including attorney's fees) in connection with the claim or action.
Section 1746(a) states that the statutory rights of indemnification
shall not be deemed exclusive of any other rights to which a person
might be entitled under any bylaw, agreement, or otherwise. However,
1746(b) forbids indemnification to be made in any case where the act
or failure to act giving rise to the claim is determined by a court to
be willful misconduct or recklessness. A corporation may not provide
indemnification in the case of willful misconduct or recklessness.
The BCL, in Section 1747, also authorizes corporation to purchase and
maintain insurance on behalf of a Representative whether or not the
corporation would have the power to indemnify him or her. Such
insurance is declared to be consistent with Pennsylvania's public
policy.
The Corporation's Bylaws provide that the Corporation shall indemnify
(including the advancement of expenses) to the full extent authorized
or permitted by law any current or former director or officer with
respect to his or her acts in that or related capacities.
The Corporation's Bylaws provide that a director of the Corporation
shall not be personally liable for monetary damages for breach of
fiduciary duty as a director for any act or failure to act unless such
breach or failure to perform constitutes self dealing, willful
misconduct or recklessness. This limitation on the personal liability
of directors of the Corporation does not apply to the responsibility
or liability of a director pursuant to any criminal statute or the
liability of a director for the payment of taxes pursuant to local,
state or federal law.
Policies of insurance are maintained by the Corporation under which
the directors and officers of the Corporation are insured, within the
limits and subject to the limitations of the policies, against certain
expenses in connection with the defense of actions, suits or
proceedings, and certain liabilities which might be imposed as a
result of such actions, suits or proceedings, to which they are
parties by reason of being or having been such directors or officers.
Item 7. Exemption From Registration Claimed
Not applicable.
Item 8. Exhibits
5.1 Opinion of Buchanan Ingersoll Professional Corporation as to the
legality of the Common Stock issued pursuant to the Plan (filed
herewith)
23.1 Consent of Independent Auditors, Ernst & Young LLP (filed
herewith)
23.2 Consent of Buchanan Ingersoll Professional Corporation
(contained in their opinion filed as Exhibit 5.1 hereto)
24.1 Powers of Attorney (filed herewith on the signature page)
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<PAGE>
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 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.
2. That, for the purpose of determining any liability under the
Securities Act of 1933, as amended (the "Securities Act"), 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.
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
Securities Act, each filing of the Corporation's annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act
(and, where applicable, each filing of an employee benefit plan's
annual report pursuant to 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 therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
5. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of the Corporation 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.
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Signatures
Pursuant to the requirements of the Securities Act, 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 Pittsburgh, Commonwealth of Pennsylvania, on September 25, 1996.
PITT-DES MOINES, INC.
September 25, 1996 By: /s/ Wm. W. McKee
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Wm. W. McKee
President
Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears below
constitutes and appoints Wm. W. McKee, R. A. Byers and P. O. Elbert, each of
them, such person's true and lawful attorneys-in-fact and agents, with full
power of substitution and revocation, for such person and in such person's name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments to this Registration Statement) and to file
the same with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange commission, granting unto said attorneys-in-
fact and agents, and each of them, full power and authority to do and perform
each and every act and things requisite and necessary to be done, as fully to
all intents and purposes as such person might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or their or his substitute or substitutes, may lawfully do or cause to be
done by virtue thereof.
Pursuant to the requirements of the Exchange Act of 1933, this Registration
Statement has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
Signatures Title Date
Principal Executive Officer and Director:
/s/ Wm. W. McKee President, Chief September 25, 1996
- ---------------------- Executive Officer and
Wm. W. McKee Director
Principal Financial and Accounting Officer:
/s/ R. A. Byers Chief Financial Officer September 25, 1996
- ---------------------- and Chief Accounting
R. A. Byers Officer
-4-
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Signatures (Cont'd)
Signatures Title Date
Other Directors:
Director September 25, 1996
- ----------------------
J. C. Bates
/s/ R. W. Dean Director September 25, 1996
- ----------------------
R. W. Dean
/s/ P. O. Elbert Director September 25, 1996
- ----------------------
P. O. Elbert
/s/ W. R. Jackson Director September 25, 1996
- ----------------------
W. R. Jackson
/s/ W. R. Jackson, Jr. Director September 25, 1996
- -----------------------
W. R. Jackson, Jr.
/s/ W. E. Lewellen Director September 25, 1996
- -----------------------
W. E. Lewellen
/s/ A. J. Paddock Director September 25, 1996
- -----------------------
A. J. Paddock
/s/ J. W. Robinson Director September 25, 1996
- -----------------------
J. W. Robinson
/s/ P. J. Townsend Director September 25, 1996
- -----------------------
P. J. Townsend
-5-
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Exhibit Index
5.1 Opinion of Buchanan Ingersoll Professional Corporation as to the legality
of the Common Stock issued pursuant to the Plan (filed herewith)
23.1 Consent of Independent Auditors, Ernst & Young LLP (filed herewith)
23.2 Consent of Buchanan Ingersoll Professional Corporation (contained in their
opinion filed as Exhibit 5.1 hereto)
24.1 Powers of Attorney (filed herewith on the signature page)
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Exhibit 5.1
Buchanan Ingersoll
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PROFESSIONAL CORPORATION
Attorneys
One Oxford Centre
301 Grant Street, 20th Floor
Pittsburgh, PA 15219-1410
September 30, 1996
Telephone: 412-562-8800
Fax: 412-562-1041
Pitt-Des Moines, Inc.
3400 Grand Avenue
Pittsburgh, PA 15225
Ladies and Gentlemen:
We have acted as counsel to Pitt-Des Moines, Inc., a Pennsylvania
corporation (the "Company"), in connection with the registration under the
Securities Act of 1933, as amended (the "Securities Act"), of shares of common
stock, no par value (the "Common Stock"), of the Company reserved for issuance
pursuant to the Pitt-Des Moines, Inc. Director Stock Plan (the "Plan"). In such
capacity, we have examined the following:
1. The By-Laws and Articles of Incorporation of the Company;
2. The Registration Statement on Form S-8 with respect to the Plan (the
"Registration Statement"), filed by the Company with the Securities and Exchange
Commission pursuant to the Securities Act;
3. Proceedings of the Board of Directors of the Company relating to the
issuance of shares of the Common Stock under the Plan and the authorization,
execution and filing of the Registration Statement; and
4. Such other documents, certificates, records, statutes and decisions as
we considered necessary to express the opinion contained herein.
Based upon the foregoing, we are of the opinion that the Common Stock to be
issued pursuant to the Plan, when and to the extent issued by the Company in
accordance with the Plan, will be validly issued, fully paid and nonassessable.
We hereby consent to be named in the Registration Statement, and in the
Prospectus in respect thereof, as counsel which has passed upon the legality of
the shares of the Common Stock to be issued pursuant to the Plan. We futher
consent to the filing of a copy of this opinion as an exhibit to the
Registration Statement.
BUCHANAN INGERSOLL
PROFESSIONAL CORPORATION
By: /s/ Ronald Basso
--------------------------------
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Exhibit 23.1
Consent of Independent Auditors
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-8) pertaining to the Pitt-Des Moines, Inc.
Directors Stock Plan and to the incorporation by reference therein of our report
dated March 1, 1996 with respect to the consolidated financial statements of
Pitt-Des Moines, Inc. incorporated by reference in its Annual Report (Form 10-K)
for the year ended December 31, 1995 and our report dated March 22, 1996, with
respect to the related financial statement schedule included therein, filed with
the Securities and Exchange Commission.
ERNST & YOUNG LLP
Pittsburgh, Pennsylvania
September 25, 1996
