As filed with the Securities and Exchange Commission on October 21, 1996
Registration No. _________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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PRECISION CASTPARTS CORP.
(Exact name of registrant as specified in its charter)
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OREGON 93-0460598
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
4600 SE Harney Drive
Portland, Oregon 97206-0898
(Address of Principal (Zip Code)
Executive Offices)
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Precision Castparts Corp.
1994 Stock Incentive Plan
(Full title of plan)
William D. Larsson
Vice President and Chief Financial Officer
Precision Castparts Corp.
4660 SE Harney Drive
Portland, OR 97206-0898
(Name and address of agent for service)
Telephone number, including area code, of agent for service: (503) 777-3881
Copy to:
Ruth A. Beyer
Stoel Rives LLP
900 SW Fifth Avenue, Suite 2300
Portland, Oregon 97204-1268
<PAGE>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- -----------------------------------------------------------------------------------------------
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, 1,548,117 Shares $46.8125 $53,945,959 $16,347.27
no par value
- -----------------------------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) under the Securities Act of 1933. Of the
shares to be registered, 811,000 shares are subject to options with an
aggregate exercise price of $19,439,670. The calculation of the
registration fee for the balance of the shares is based on $46.8125,
which was the average of the high and low prices of the Common Stock
on October 16, 1996 as reported in The Wall Street Journal on the
New York Stock Exchange.
</TABLE>
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents By Reference.
----------------------------------------
The following documents filed by Precision Castparts Corp. (the
"Company") with the Securities and Exchange Commission are incorporated
herein by reference:
(a) The Company's latest annual report filed pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 or the latest
prospectus filed pursuant to Rule 424(b) under the Securities Act of
1933 that contains audited consolidated financial statements for the
Company's latest fiscal year for which such statements have been
filed.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934 since the end of the fiscal year
covered by the annual report or prospectus referred to in (a) above.
(c) The description of the authorized capital stock of the
Company con tained in the Company's registration statement filed under
Section 12 of the Securities Exchange Act of 1934, including any
amendment or report filed for the purpose of updating the description.
All reports and other documents subsequently filed by the Company
pursuant to Sections 13(a) and (c), 14 and 15(d) of the Securities Exchange
Act of 1934, as amended, prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of
the filing of such reports and documents.
Item 4. Description of Securities.
--------------------------
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
---------------------------------------
Not Applicable.
Item 6. Indemnification of Directors and Officers.
------------------------------------------
Article VI of the Company's Restated Articles of Incorporation (the
"Articles"), authorizes indemnification of current or former directors or
officers of the Registrant to the fullest extent permitted by law. In
addition, the Company has entered into indemnity
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agreements with certain of its officers and directors. The Bylaws of the
Company require indemnification of officers and directors to the fullest
extent permitted by the Oregon Business Corporation Act (the "Act"). The
effects of the Articles, the Bylaws, the Act, and the indemnity agreements
(the "Indemnification Provisions") are summarized as follows:
(a) The Indemnification Provisions grant a right of
indemnification in respect of any action, suit or proceeding (other
than an action by or in the right of the Company) against expenses
(including attorney fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred, if the person concerned
acted in good faith and in a manner the person reasonably believed to
be in or not opposed to the best interests of the Company, was not
adjudged liable on the basis of receipt of an improper personal
benefit and, with respect to any criminal action or proceeding, had no
reasonable cause to believe the conduct was unlawful. The termination
of an action, suit or proceeding by judgment, order, settlement,
conviction or plea of nolo contendere does not, of itself, create a
presumption that the person did not meet the required standards of
conduct.
(b) The Indemnification Provisions grant a right of
indemnification in respect of any action or suit by or in the right of
the Company against the expenses (including attorney fees) actually
and reasonably incurred if the person concerned acted in good faith
and in a manner the person reasonably believed to be in or not opposed
to the best interests of the Company, except that no right of
indemnification will be granted if the person is adjudged to be liable
to the Company.
(c) Every person who has been wholly successful on the merits of
a controversy described in (a) or (b) above is entitled to
indemnification as a matter of right.
(d) Because the limits of permissible indemnification under
Oregon law are not clearly defined, the Indemnification Provisions may
provide indemnification broader than that described in (a) and (b).
(e) The Company may advance to a director or officer the expenses
incurred in defending any action, suit or proceeding in advance of its
final disposition if the director or officer affirms in good faith
that he or she has met the standard of conduct to be entitled to
indemnification as described in (a) or (b) above and undertakes to
repay any amount advanced if it is determined that the person did not
meet the required standard of conduct.
The Registrant may obtain insurance for the protection of its
directors and officers against any liability asserted against them in their
official capacities.
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<PAGE>
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or persons
controlling the Company pursuant to the foregoing provisions, the Company
has been informed that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in
the Securities Act of 1933 and is therefore unenforceable.
Item 7. Exemption From Registration Claimed.
------------------------------------
Not Applicable.
Item 8. Exhibits.
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4.1 Restated Articles of Incorporation of the Company, as
amended (incorporated by reference to Exhibit 3.1 to
Amendment No. 3 to the Company's Registration Statement on
Form 8A/A, filed September 27, 1996 (the "Form 8A/A")).
4.2 Bylaws of the Company, as amended (incorporated by reference
to Exhibit 3.2 to the Form 8A/A).
5.1 Opinion of Stoel Rives LLP.
23.1 Consent of Price Waterhouse LLP.
23.2 Consent of KPMG Peat Marwick LLP
23.3 Consent of Ernst & Young LLP
23.4 Consent of Stoel Rives LLP (included in Exhibit 5.1).
Item 9. Undertakings.
-------------
(a) 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:
(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 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
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forth in the registration statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of the securities offered
would not exceed that which was registered) and any deviation
from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change
in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement.
(iii) 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 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 the 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 undersigned registrant hereby 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
the 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 such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the
event that a
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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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1993, the
Company 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 Portland, State of Oregon, on
October 21, 1996.
PRECISION CASTPARTS CORP.
By: WILLIAM D. LARSSON
-------------------------------------
William D. Larsson,
Vice President and Chief
Financial Officer
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<PAGE>
Pursuant to the requirements of the Securities Act of 1933, the
registration statement has been signed by the following persons in the
capacities indicated and on October 21, 1996.
SIGNATURE
---------
TITLE
WILLIAM C. MCCORMICK Chairman of the Board,
- ---------------------------------- President and Chief
WILLIAM C. MCCORMICK Executive Officer
(Principal Executive Officer)
WILLIAM D. LARSSON Vice President and
- ---------------------------------- Vice President and
WILLIAM D. LARSSON Chief Financial Officer
(Principal Financial and
Accounting Officer)
PETER R. BRIDENBAUGH Director
- ----------------------------------
PETER R. BRIDENBAUGH
DON R. GRABER Director
- ----------------------------------
DON R. GRABER
DEAN T. DUCRAY Director
- ----------------------------------
DEAN T. DUCRAY
ROY M. MARVIN Director
- ----------------------------------
ROY M. MARVIN
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STEVEN G. ROTHMEIER Director
- ----------------------------------
STEVEN G. ROTHMEIER
DWIGHT A. SANGREY Director
- ----------------------------------
DWIGHT A. SANGREY
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EXHIBIT INDEX
Exhibit
Number Document Description
- ------ --------------------
4.1 Restated Articles of Incorporation of the Company, as
amended (incorporated by reference to Exhibit 3.1 to
Amendment No. 3 to the Company's Registration Statement
on Form 81/A, filed September 27, 1996 (the "Form
8A/A")).
4.2 Bylaws of the Company, as amended (incorporated by
reference to Exhibit 3.2 to the Form 8A/A).
5.1 Opinion of Stoel Rives LLP.
23.1 Consent of Price Waterhouse LLP.
23.2 Consent of KPMG Peat Marwick LLP
23.3 Consent of Ernst & Young LLP
23.4 Consent of Stoel Rives LLP (included in Exhibit 5.1).
EXHIBIT 5.1
October 21, 1996
Board of Directors
Precision Castparts Corp.
4660 SE Harney Drive
Portland, OR 97206-0898
We have acted as counsel for Precision Castparts Corp. (the "Company")
in connection with the filing of a Registration Statement on Form S-8 (the
"Registration Statement") under the Securities Act of 1933, as amended,
covering 1,548,117 shares of common stock (the "Shares") of the Company
issuable in connection with the Company's 1994 Stock Incentive Plan (the
"Plan"). We have reviewed the corporate actions of the Company in
connection with this matter and have examined those documents, corporate
records, and other instruments we deemed necessary for the purposes of this
opinion.
Based on the foregoing, it is our opinion that:
1. The Company is a corporation duly organized and validly existing
under the laws of the state of Oregon; and
2. The Shares have been duly authorized and, when issued pursuant to
the Plan and in accordance with the resolutions adopted by the Board of
Directors of the Company, will be legally issued, fully paid, and
nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
STOEL RIVES LLP
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated April 25, 1996
except as to Note "Subsequent Event," which is as of May 31, 1996, which
appears on page 27 of the 1996 Annual Report to Shareholders of Precision
Castparts Corp., which is incorporated by reference in Precision Castparts
Corp.'s Annual Report on Form 10-K for the year ended March 31, 1996. We
also consent to the incorporation by reference of our report on the
Financial Statement Schedules, which appears on page 26 of such Annual
Report on Form 10-K. We also consent to the incorporation by reference of
our report dated September 18, 1996 relating to the financial statements of
AE Turbine Components, Ltd. (a branch of T&N plc), for the twelve months
ended June 30, 1996, which appears on page 4 of the Current Report on Form
8-K/A dated September 26, 1996. We also consent to the references to us
under the headings "Experts" in the Prospectus which is part of this
Registration Statement.
PRICE WATERHOUSE LLP
Portland, Oregon
October 18, 1996
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
The Board of Directors
Precision Castparts Corp.:
We consent to the incorporation by reference in this registration
statement and prospectus on Form S-8 of Precision Castparts Corp. of our
report dated March 22, 1996, except as to notes 3 and 5, which are as of
April 9, 1996 and note 18 which is as of August 9, 1996, with respect to
the consolidated balance sheet of The Olofsson Corporation and subsidiaries
as of December 31, 1995, and the related consolidated statements of
operations, stockholders' equity, and cash flows for the year ended
December 31, 1995, which report appears in the Form 8-K/A of Precision
Castparts Corp. dated May 31, 1996.
We consent to the use of our report incorporated herein by reference
and to the reference to our firm under the heading "Experts" in the
Prospectus, which is part of this Registration Statement.
KPMG Peat Marwick LLP
Lansing, Michigan
October 18, 1996
EXHIBIT 23.3
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration
Statement (Form S-8) and related Prospectus of Precision Castparts Corp.
our report dated February 23, 1996, with respect to the consolidated
financial statements of NEWFLO Corporation included in its Annual Report
(Form 10-K) for the year ended December 31, 1995, filed with the Securities
and Exchange Commission, which report appears in the Form 8-K/A of
Precision Castparts Corp. dated September 26, 1996.
Ernst & Young LLP
Austin, Texas
October 17, 1996
