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Registration No. 333-
As filed with the Securities and Exchange Commission on June 2, 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. EMPLOYEE STOCK PURCHASE 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)
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
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<S> <C> <C> <C>
Common Stock,
par value $1.00 200,000 shares $50.09 $10,018,000.00 $2,644.75
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 ($50.09) of the Common
Stock reported on the New York Stock Exchange on May 26, 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 Consent of Arthur Andersen LLP, independent auditors.
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 31st day of May, 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 May 31, 2000
----------------------------------- and Director (Principal Executive Officer)
Rhys J. Best
/s/ Charles J. Keszler Vice President - Finance and Treasurer May 31, 2000
----------------------------------- (Principal Financial and Accounting Officer)
Charles J. Keszler
/s/ Charles L. Blackburn Director May 31, 2000
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Charles L. Blackburn
/s/ Frederick B. Hegi, Jr. Director May 31, 2000
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Frederick B. Hegi, Jr.
/s/ James E. McCormick Director May 31, 2000
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James E. McCormick
----------------------------------- Director May __, 2000
M. Joseph McHugh
/s/ Thomas M. Mercer, Jr. Director May 31, 2000
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Thomas M. Mercer, Jr.
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SIGNATURE TITLE DATE
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----------------------------------- Director May ___, 2000
Alfred M. Micallef
----------------------------------- Director May ___, 2000
Jerry E. Ryan
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INDEX TO EXHIBITS
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. (Included in Exhibit 5.1).
23.2 Consent of Arthur Andersen LLP, independent auditors.
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