As filed with the Securities and Exchange Commission on April 17, 1998.
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
__________
BAYOU STEEL CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 72-1125783
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
RIVER ROAD
P. O. BOX 5000
LAPLACE, LOUISIANA 70069
(Address, including zip code, of
registrant's principal executive offices)
BAYOU STEEL CORPORATION 1991 EMPLOYEES' STOCK OPTION PLAN
(Full title of the plan)
__________
HOWARD M. MEYERS
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
RIVER ROAD
P. O. BOX 5000
LAPLACE, LOUISIANA 70069
(504) 652-4900
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
MARGARET F. MURPHY
JONES, WALKER, WAECHTER, POITEVENT, CARRERE & DENEGRE,L.L.P.
201 ST. CHARLES AVENUE
NEW ORLEANS, LOUISIANA 70170-5100
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Amount Proposed maximum Proposed maximum Amount of
Title of securities to be offering price aggregate registration
to be registered registered(1) per unit offering price fee
<S> <C> <C> <C> <C>
- -----------------------------------------------------------------------------------------------------------
Class A Common Stock
($.01 par value per share)..... 115,000 shares $ 4.375(2) $ 503,125(2) $ 148.42(2)
485,000 shares 8.85(3) 4,292,250(3) 1,266.22(3)
-------- ----------- -----------
Total Common Stock............ 600,000 shares $ 4,795,375 $ 1,414.64
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</TABLE>
(1) Upon a stock split, stock dividend or similar transaction in the future
and during the effectiveness of this Registration Statement involving the
Class A Common Stock of the Company, the number of shares registered shall
be automatically increased to cover the additional shares in accordance
with Rule 416(a) under the Securities Act of 1933.
(2) Computed in accordance with Rule 457(h)(1) under the Securities Act of
1933, based on the price at which outstanding options may be exercised.
(3) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933, based on the
average of the high and low price per share of the Common Stock on the
American Stock Exchange on April 15, 1998.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which have been filed by Bayou Steel
Corporation (the "Company") with the Securities and Exchange Commission
(the "Commission"), are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended September 30, 1997 filed pursuant to Section 13 of the Securities
Exchange Act of 1934 (the "1934 Act");
(b) The Company's Quarterly Report on Form 10-Q for the quarter ended
December 31, 1997 filed pursuant to Section 13 of the 1934 Act;
(c) All other reports filed by the Company with the Commission
pursuant to Section 13 of the 1934 Act since September 30, 1997; and
(d) The description of the Company's Common Stock included in the
Company's Registration Statement on Form 8-A filed July 8, 1988, as amended
by Form 8 filed July 25, 1988, by incorporation by reference from the
Company's Registration Statement on Form S-1 (Registration No. 33-22603).
All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act subsequent to the date
of this Registration Statement and prior to the filing of a post-effective
amendment that indicates that all securities offered have been sold or that
deregisters all securities then remaining unsold shall, except to the
extent otherwise provided by Regulation S-K or any other rule promulgated
by the Commission, be deemed to be incorporated by reference in this
Registration Statement and to be 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.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article 13(b) of the Company's Restated Certificate of Incorporation
provides as follows:
No director shall be personally liable to the Company or any
of its stockholders for monetary damages for any breach of
fiduciary duty as a director for any act or omission occurring
subsequent to the date when this provision becomes effective,
except that such director may be liable (i) for any breach of the
director's duty of loyalty to the Corporation or its
stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of
law, (iii) under Section 174 of the Delaware General Corporation
Law, or (iv) for any transaction from which the director derived
an improper personal benefit.
Section 102(b)(7) of the Delaware General Corporation Law allows a
provision such as Article 13(b) of the Certificate of Incorporation to be
included in a corporation's certificate of incorporation.
Article 13(a) of the Corporation's Certificate of Incorporation
provides that the Corporation shall indemnify, to the fullest extent
permitted by Section 145 of the Delaware General Corporation Law, each
person that such Section grants the Corporation the power to indemnify.
Section 145 of the Delaware General Corporation Law provides in part
that a corporation may indemnify any director, officer, employee or agent
of the corporation against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by
him in connection with any action, suit or proceeding to which he is or was
a party or is threatened to be made a party (including any action by or in
the right of the corporation) if he acted in good faith and in the manner
he reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal conduct was unlawful;
provided that in case of actions by or in the right of the corporation, the
indemnity shall be limited to expenses (including attorneys' fees) actually
and reasonably incurred in connection with the defense or settlement of
such action if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the corporation
and except that no indemnification shall be available if such person shall
have been adjudged to be liable to the corporation unless and only to the
extent that the court shall determine otherwise. It must be shown in any
such indemnification that the applicable standard of conduct has been met.
To the extent that a director, officer or employee or agent of a
corporation has been successful on the merits or otherwise in defense of
any such action, suit or proceeding, or of any claim therein, he shall be
indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection therewith.
Section 145 also provides that expenses incurred by an officer or
director in defending a civil or criminal action, suit or proceeding, may
be paid by the Corporation in advance of the final disposition of such
action upon receipt of an undertaking by such director or officer to repay
such amount if it is ultimately determined that he is not entitled to be
indemnified by the corporation.
The indemnification and advancement of expenses provided by the
Delaware corporation law are not exclusive of any other rights which may be
granted under any by-law, agreement, vote of stockholders or disinterested
directors or otherwise. A corporation has the power to purchase and
maintain insurance on behalf of any persons who is or was acting for the
corporation, regardless of whether the corporation has the legal authority
to indemnify the insured person against such liability.
The Registrant has purchased a policy of director and officer
liability insurance covering certain liabilities, including liabilities
under the Securities Act of 1933.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
5 Opinion of Jones, Walker, Waechter, Poitevent, Carrere &
Denegre, L.L.P.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Jones, Walker, Waechter, Poitevent, Carrere &
Denegre, L.L.P. (included in Exhibit 5).
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 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.
(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 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to 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 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 of 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 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all 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 LaPlace, State of Louisiana on February 25,
1998.
BAYOU STEEL CORPORATION
By: /S/ HOWARD M. MEYERS
Howard M. Meyers
Chairman of the Board and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
immediately below constitutes and appoints Howard M. Meyers and Richard J.
Gonzalez, and each of them acting individually, his true and lawful attorney-
in-fact and agent, with full power of substitution, 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
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorney-in-fact and agent or his substitute or substitutes may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
/S/ HOWARD M. MEYERS Chairman of the Board, Chief February 25, 1998
Howard M. Meyers Executive Officer and Director
/S/ JERRY M. PITTS President, Chief Operating February 25, 1998
Jerry M. Pitts Officer and Director
/S/ RICHARD J. GONZALEZ Vice President, Chief Financial February 25, 1998
Richard J. Gonzalez Officer, Treasurer and Secretary
/S/ LAWRENCE E. GOLUB Director February 25, 1998
Lawrence E. Golub
/S/ MELVYN N. KLEIN Director February 25, 1998
Melvyn N. Klein
/S/ ALBERT P. LOSPINOSO Director February 25, 1998
Albert P. Lospinoso
/S/ STANLEY S. SHUMAN Director February 25, 1998
Stanley S. Shuman
/S/ JEFFREY P. SANGALIS Director February 25, 1998
Jeffrey P. Sangalis
Exhibit 5
[Letterhead of Jones, Walker, Waechter,
Poitevent, Carrere & Denegre, L.L.P.]
April 17, 1998
Bayou Steel Corporation
P. O. Box 5000
LaPlace, LA 70069-1156
Gentlemen:
We have acted as counsel for Bayou Steel Corporation, a Delaware
corporation (the "Company"), in connection with the Company's registration
statement on Form S-8 (the "Registration Statement") with respect to the
issuance by the Company of 600,000 shares of the Class A Common Stock of
the Company, $.01 par value per share (the "Common Stock"), pursuant to the
terms of the 1991 Employees' Stock Option Plan (the "Plan").
Based upon the foregoing, and upon our examination of such matters as
we deem necessary in order to furnish this opinion, we are of the opinion
that the shares of Common Stock referred to herein, when issued for at
least par value on the terms described in the Plan, will be legally issued,
fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
JONES, WALKER, WAECHTER,
POITEVENT, CARRERE & DENEGRE, L.L.P.
By: /s/ MARGARET F. MURPHY
Margaret F. Murphy
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement of our reports dated November
19, 1997 included (or incorporated by reference) in Bayou Steel
Corporation's Form 10-K for the year ended September 30, 1997 and to all
references to our Firm included in this registration statement.
/s/ Arthur Andersen LLP
New Orleans, Louisiana
April 16, 1998
