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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)
LONE STAR TECHNOLOGIES, INC. 1985 LONG-TERM INCENTIVE 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
(972) 770-6419
(Telephone number, including
area code, of agent for service)
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(2) Fee
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<S> <C> <C> <C> <C>
Common Stock, 1,000,000
par value $1.00 shares $48.82 $48,820,000 $12,888.48
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) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(h) 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
INCORPORATION OF CONTENTS OF PRIOR
REGISTRATION STATEMENTS
The contents of Registration Statement No. 33-2380 relating to the Lone
Star Technologies, Inc. 1985 Long Term Incentive Plan December 31, 1985 (the
"Plan") filed by the Registrant with the Securities and Exchange Commission
(the "Commission") on December 31, 1985, the Amendment to Registration
Statement No. 33-2380 filed on or about May 19, 1986, and Registration
Statement No. 33-64805 relating to the Plan filed by the Registrant with the
Commission on December 7, 1995 are incorporated herein by reference pursuant
to General Instruction E to Form S-8. The purpose of this Registration
Statement is to register 1,000,000 additional shares of Common Stock of the
Registrant for offer and sale pursuant to the Plan.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
In accordance with Section 102(b)(7) of the Delaware General
Corporation Law (ADGCL@), 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 $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
proceedings, 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 it 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.
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Item 8. EXHIBITS.
In addition to the exhibits filed with or incorporated by reference in the
Prior Registration Statements, the following documents are filed or incorporated
by reference as exhibits to this Registration Statement:
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Exhibit Number Description
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<S> <C>
5.1 Opinion of Thompson & Knight L.L.P.
23.1 Consent of Thompson & Knight L.L.P. (contained in its
opinion filed herewith as Exhibit 5.1).
23.2 Consents of Arthur Andersen LLP (Dallas, Texas and
Tulsa, Oklahoma Offices).
24.1 Power of Attorney (included on the signature page of this
Registration Statement).
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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 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 thing
requisite and necessary to be done in and about the premises, a 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/ M. 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/ James L. Fishel Director September 21, 2000
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James L. Fishel
/s/ Jerry E. Ryan Director September 21, 2100
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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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5.1 Opinion of Thompson & Knight L.L.P.
23.1 Consent of Thompson & Knight L.L.P. (contained in its opinion
filed herewith as Exhibit 5.1).
23.2 Consents of Arthur Andersen LLP (Dallas, Texas and
Tulsa, Oklahoma Offices).
24.1 Power of Attorney (included on the signature page of this
Registration Statement).
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