<PAGE>
As filed with the Securities and Exchange Commission on July 21, 2000
Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------
PRECISION CASTPARTS CORP.
(Exact name of registrant as specified in its charter)
----------
OREGON 93-0460598
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
4650 SW MACADAM AVENUE, SUITE 440
PORTLAND, OREGON 97201
(Address, including zip code,
of Principal Executive Offices)
----------
PRECISION CASTPARTS CORP. 1999 NON-QUALIFIED STOCK OPTION PLAN
(Full title of plan)
-------------------
WILLIAM D. LARSSON
VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
PRECISION CASTPARTS CORP.
4650 SW MACADAM AVENUE, SUITE 440
PORTLAND, OREGON 97201
(503) 417-4800
(Name, address, and telephone number of agent for service)
Copy to:
Ruth A. Beyer
Stoel Rives LLP
900 SW Fifth Avenue, Suite 2600
Portland, Oregon 97204-1268
<PAGE>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------------------------
Title of Securities to Amount to be Proposed Maximum Proposed Maximum Amount of
Be Registered Registered Offering Price Per Aggregate Offering Registration Fee
Share (1) Price (1)
------------------------- ----------------------- ---------------------- ---------------------- ---------------------
<S> <C> <C> <C> <C>
Common Stock 1,500,000 Shares $44.96875 $67,453,125.00 $17,808.00
</TABLE>
(1) The proposed maximum offering price per share and the proposed maximum
aggregate offering price were estimated solely for the purpose of calculating
the registration fee pursuant to Rule 457(h) under the Securities Act of 1933.
The calculation of the registration fee for the shares to be registered is based
on the average of the high and low prices of the Common Stock on July 18, 2000.
<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 "Registrant") with the Securities and Exchange Commission are incorporated
herein by reference:
(a) The Registrant's latest annual report filed pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (the
"Exchange Act") or the latest prospectus filed pursuant to rule 424(b)
under the Securities Act of 1933 (the "Securities Act") that contains
audited financial statements for the Registrant'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 Exchange Act 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
Registrant contained in the Registrant's registration statement filed
under Section 12 of the Exchange Act, including any amendment or report
filed for the purpose of updating the description.
All reports and other documents subsequently filed by the
Registrant pursuant to Sections 13(a) and (c), 14 and 15(d) of the Exchange Act,
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 Registrant's Articles of Incorporation (the
"Articles"), authorizes indemnification of current or former directors or
officers of the Registrant to the fullest extent permitted by law The Bylaws of
the Registrant require indemnification of officers and directors to the fullest
extent permitted by the Oregon Business Corporation Act (the "Act").
Additionally, the Company has entered into indemnity agreements with certain of
its officers and directors. The effects of
<PAGE>
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 Registrant) 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 Registrant, 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 Registrant 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 Registrant, except
that no right of indemnification will be granted if the person is adjudged to be
liable to the Registrant.
(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 Registrant 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's Board of Directors may delegate to a committee of the
Board of Directors or specified officers of the Registrant or both (the
"Committee") any or all authority for administration of the 1999 Non-Qualified
Stock Option Plan (the "Plan"), to which this Registration Statement relates,
with certain specified exceptions. The Plan requires that, in addition to such
other rights of indemnification as they may have as officers or directors or as
members of the Committee, the members of the Committee shall be indemnified by
the Company against the reasonable expenses, including attorneys' fees actually
and necessarily incurred in connection with the defense of any action, suit or
proceeding, or in connection with any appeal therein, to which they or any of
them may be a party by reason of any action taken or failure to act under or in
connection with the Plan or any option granted thereunder, and against all
amounts paid by them in settlement thereof (provided such settlement is approved
by independent legal counsel selected by the Company) or paid by them in
satisfaction of a judgment in any such action, suit or proceeding, except in
relation to matters as to which it shall be adjudged in such action, suit or
proceeding that such Committee member is liable for negligence or misconduct in
the performance of his duties; provided that within sixty (60) days after
<PAGE>
institution of any such action, suit or proceeding a Committee member shall in
writing offer the Company the opportunity, at its own expense, to handle and
defend the same.
The Registrant may obtain insurance for the protection of its directors
and officers against any liability asserted against them in their official
capacities. The rights of indemnification described above are not exclusive of
any other rights of indemnification to which the persons indemnified may be
entitled under any bylaw, agreement, vote of shareholders or directors or
otherwise.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
Item 8. EXHIBITS.
3.1 Restated Articles of Incorporation of Precision
Castparts Corp. as amended (Incorporated herein by
reference to Exhibit 3 in the Form 10-Q, filed
February 10, 1999.) (File number 1-10348).
3.2 Bylaws of Precision Castparts Corp. (Incorporated
herein by reference to Exhibit 3 in the Form 10-Q,
filed February 9, 2000.) (File number 1-10348).
5.1 Opinion of Stoel Rives LLP.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Stoel Rives LLP (included in Exhibit 5.1).
24.1 Powers of Attorney.
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;
(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 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
<PAGE>
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
with or furnished to the Commission by the registrant pursuant to
section 13 or section 15(d) of the Exchange Act that are incorporated
by reference in the registration statement.
(2) That, for the purpose of determining any liability
under 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.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the registrant's annual report pursuant to section 13(a) or section 15(d) of the
Exchange Act 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 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
Securities 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.
<PAGE>
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 Portland, State of Oregon on July 21, 2000.
PRECISION CASTPARTS CORP.
By: William D. Larsson
----------------------------------
Name: William D. Larsson
Title: Vice President and Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on July 21, 2000.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
* William C. McCormick Chairman, Chief Executive Officer
--------------------------------------- and Director
William C. McCormick (Principal Executive Officer)
William D. Larsson Vice President and Chief Financial Officer
--------------------------------------- (Principal Financial and Accounting Officer)
William D. Larsson
* Peter R. Bridenbaugh Director
---------------------------------------
Peter R. Bridenbaugh
* Dean T. DuCray Director
---------------------------------------
Dean T. DuCray
* Don R. Graber Director
---------------------------------------
Don R. Graber
* Vernon E. Oechsle Director
---------------------------------------
Vernon E. Oechsle
Director
---------------------------------------
Byron O. Pond, Jr.
* Steven G. Rothmeier Director
---------------------------------------
Steven G. Rothmeier
Director
---------------------------------------
J. Frank Travis
</TABLE>
<PAGE>
* By: William D. Larsson
--------------------------
William D. Larsson
Attorney-in-Fact
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Document Description
------ --------------------
<S> <C>
(3)A Restated Articles of Incorporation of Precision Castparts Corp. as amended (Incorporated herein by
reference to Exhibit 3 in the Form 10-Q, filed February 10, 1999.) (File number 1-10348)
(3)B Bylaws of Precision Castparts Corp. (Incorporated herein by reference to Exhibit 3 in the Form 10-Q,
filed February 9, 2000.) (File number 1-10348)
5.1 Opinion of Stoel Rives LLP.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Stoel Rives LLP (included in Exhibit 5.1).
24.1 Powers of Attorney.
</TABLE>
