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Registration No. 333-
As filed with the Securities and Exchange Commission on September 21, 2000
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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LONE STAR TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 75-2085454
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
15660 NORTH DALLAS PARKWAY, SUITE 500
DALLAS, TEXAS 75248
(Address of Principal Executive Offices) (Zip Code)
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LONE STAR TECHNOLOGIES, INC. DEFERRED COMPENSATION PLAN
(Full title of the Plan)
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ROBERT F. SPEARS, ESQ. COPY TO:
VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY DAVID E. MORRISON, ESQ.
LONE STAR TECHNOLOGIES, INC. THOMPSON & KNIGHT L.L.P.
15660 NORTH DALLAS PARKWAY, SUITE 500 1700 PACIFIC AVENUE
DALLAS, TEXAS 75248 SUITE 3300
(Name and address of agent for service) DALLAS, TEXAS 75201
(214) 969-1700
(972) 770-6419
(Telephone number, including
area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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Title of Proposed Proposed Maximum Amount
Securities Amount Maximum Aggregate of
to be to be Offering Price Offering Registration
Registered Registered(1) per Share(2) Price Fee
----------------------- ----------------------- ---------------------- ----------------------- ----------------------
<S> <C> <C> <C> <C>
Common Stock,
par value $1.00 50,000 shares $48.82 $2,441,000 $644.42
per share
----------------------- ----------------------- ---------------------- ----------------------- ----------------------
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(1) Pursuant to Rule 416 under the Securities Act of 1933, shares issuable upon
any stock split, stock dividend or similar transaction with respect to these
shares are also being registered hereunder.
(2) Computed in accordance with Rule 457(h) under the Securities Act of 1933 on
the basis of the average of the high and low sales prices ($48.82) of the Common
Stock reported on the New York Stock Exchange on September 15, 2000.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. PLAN INFORMATION.*
Item 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance
with Rule 428 under the Securities Act of 1933 and the Note to Part I
of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by the Registrant with the Securities and
Exchange Commission are incorporated by reference in this Registration
Statement:
(1) The Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1999, and Amendment No. 1 thereto on
Form 10-K/A;
(2) All other reports filed by the Registrant pursuant to Sections
13(a) or 15(d) of the Securities Exchange Act of 1934 since
December 31, 1999; and
(3) The description of the Registrant's Common Stock contained in
the Registration Statement on Form 8-A of the Registrant filed
with the Securities and Exchange Commission on April 9, 1997,
including any amendment or report filed for the purpose of
updating such description.
In addition, all documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934, prior to the filing of a post-effective amendment which
indicates that all securities offered pursuant to this Registration Statement
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.
Item 4. DESCRIPTION OF SECURITIES.
Not Applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
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Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
In accordance with Section 102(b)(7) of the Delaware General
Corporation Law ("DGCL"), Registrant's Certificate of Incorporation includes
a provision that, to the fullest extent permitted by law, limits the personal
liability of members of its Board of Directors to Registrant or its
stockholders for monetary damages for breach of fiduciary duty as a director
to a total of $25,000. Such provision does not eliminate or limit the
liability of a director for (1) any breach of a director's duty of loyalty to
Registrant or its stockholders, (2) acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of a law, (3)
paying an unlawful dividend or approving an illegal stock repurchase (as
provided in Section 174 of the DGCL) or (4) any transaction from which the
director derived an improper personal benefit.
Under Section 145 of the DGCL, the Registrant has the power to
indemnify any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding
(other than an action 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 any
corporation, partnership, joint venture, trust or other enterprise,
reasonably incurred in connection with such action, suit or proceeding. The
power to indemnify applies only if the person acted in good faith and in a
manner the person reasonably believed to be in or not opposed to the best
interests of the corporation, and with respect to any criminal action or
proceeding, had no reasonable cause to believe the person's conduct was
unlawful.
In the case of an action by or in the right of the Registrant, no
indemnification may be made with respect to any claim, issue or matter as to
which such person shall have been adjudged to be liable to the Registrant
unless and only to the extent that the court of chancery or the court in
which such action or suit was brought shall determine that despite the
adjudication of liability such person is fairly and reasonably entitled to
indemnity for such expenses which the court shall deem proper. Section 145 of
the DGCL further provides that to the extent a director or officer of the
Registrant has been successful in the defense of any action, suit or
proceeding referred to above or in the defense of any claim, issue or matter
therein, that person shall be indemnified against expenses (including
attorney's fees) actually and reasonably incurred in connection therewith.
The Registrant also has the power to purchase and maintain insurance
on behalf of any person covering any liability incurred in that person's
capacity as a director, officer, employee or agent of the corporation, or
arising out of that person's status as such, whether or not the corporation
would have the power to indemnify against the liability.
The Certificate of Incorporation and Bylaws provide that the
Registrant will indemnify its officers and directors and former officers and
directors against any expenses, liability or loss reasonably incurred or
suffered by such persons as a result of having acted as an officer or
director of the Registrant, or, at the request of the Registrant, as an
officer, director, agent or employee of another business entity. The
Certificate of Incorporation and Bylaws further provide that the Registrant
may, by action of its Board of Directors, provide indemnification to
employees and agents of the Registrant with the same scope and effect as the
indemnification of directors and officers.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
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Item 8. EXHIBITS.
5.1 Opinion of Thompson & Knight L.L.P.
23.1 Consent of Thompson & Knight L.L.P. (included in the opinion
of Thompson & Knight L.L.P. filed herewith as Exhibit 5.1)
23.2 Consents of Arthur Andersen LLP, independent auditors
(Dallas, Texas and Tulsa, Oklahoma offices).
24.1 Power of Attorney (included on the signature page of this
Registration Statement)
Item 9. UNDERTAKINGS.
(a) The 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 paragraphs (a)(1)(i) and (a)(1)(ii) 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 Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in
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.
(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.
(b) The Registrant hereby further 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 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
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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 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 Dallas, State of Texas, on the 21st day of September,
2000.
LONE STAR TECHNOLOGIES, INC.
(Registrant)
By: /S/ Rhys J. Best
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Rhys J. Best
Chairman of Board, Chief Executive Officer and President
KNOW ALL BY THESE PRESENTS, that each of the undersigned directors and
officers of Lone Star Technologies, Inc. hereby constitutes and appoints Rhys J.
Best, Robert F. Spears and Charles J. Keszler, and each of them, his true and
lawful attorneys-in-fact and agents with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any or 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 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 said attorneys-in-fact and agents or any of them, or their
substitutes, may lawfully do or cause to be done by virtue 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.
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Signature Title Date
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<S> <C> <C>
/s/ Rhys J. Best Chairman, Chief Executive Officer, President September 21, 2000
------------------------------------- and Director (Principal Executive Officer)
Rhys J. Best
/s/ Charles J. Keszler Vice President - Finance and Treasurer September 21, 2000
------------------------------------- (Principal Financial and Accounting Officer)
Charles J. Keszler
/s/ Charles L. Blackburn Director September 21, 2000
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Charles L. Blackburn
/s/ Frederick B. Hegi, Jr. Director September 21, 2000
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Frederick B. Hegi, Jr.
/s/ James E. McCormick Director September 21, 2000
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James E. McCormick
/s/ Joseph McHugh Director September 21, 2000
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M. Joseph McHugh
/s/ Thomas M. Mercer, Jr. Director September 21, 2000
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Thomas M. Mercer, Jr.
/s/ Alfred M. Micallef Director September 21, 2000
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Alfred M. Micallef
/s/ Jerry E. Ryan Director September 21, 2000
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Jerry E. Ryan
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INDEX TO EXHIBITS
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Exhibit
Number Exhibit
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<S> <C>
5.1 Opinion of Thompson & Knight L.L.P.
23.1 Consent of Thompson & Knight L.L.P.
(included in Exhibit 5.1).
23.2 Consents of Arthur Andersen LLP, independent auditors
(Dallas, Texas and Tulsa, Oklahoma offices).
24.1 Power of Attorney (included on the signature page of
this Registration Statement)
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