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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
______________________
STEEL OF WEST VIRGINIA, INC.
(Exact name of registrant as specified in its charter)
Delaware 55-0684304
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) Number)
17th Street and 2nd Avenue
Huntington, West Virginia 25703
(304) 696-8200
(Address of principal executive offices) (Zip code)
Robert L. Bunting, Jr.
Steel of West Virginia, Inc.
17th Street and 2nd Avenue
Huntington, West Virginia 25703
(304) 696-8200
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
_________________________________
Copies of all communications to:
Stephen A. Albert, Esq.
Sierchio & Albert, P.C.
41 East 57th Street
Penthouse A
New York, New York 10022
(212) 446-9500
_________________________________
First of 12 Pages
Index to Exhibits appears on Page 9
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<PAGE>
<TABLE><CAPTION>
CALCULATION OF REGISTRATION FEE
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Title of securities to Amount to be Proposed maximum Proposed maximum Amount of
be registered registered(1) offering price aggregate offering Registration
per share(2) price(2) Fee
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<S> <C> <C> <C> <C>
Common
Stock,par
value $.01 per 500,000 shares $9.50 $4,750,000 $1,638
share
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</TABLE>
(1) The maximum number of shares as to which awards may be granted under
the Steel of West Virginia, Inc. 1995 Employee Stock Option Plan
(the "Employee Plan") and the Steel of West Virginia, Inc. 1995
Non-Employee Director Stock Option Plan (the "Non-Employee Director
Plan" and, together with the Employee Plan, the "Plans").
Pursuant to Rule 416, there are also being registered such
additional indeterminate number of shares as may be required to
cover possible adjustments under such Plans.
(2) Estimated solely for the purpose of calculating the registration
fee pursuant to Rule 457(c) calculated on the basis of the average
of the high and low sale prices of the Common Stock as reported
on the NASDAQ National Market on May 1, 1996.
2
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1: Plan Information.*
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Item 2: Registrant Information and Employee Plan Annual Information.*
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents By Reference.
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The following documents filed with the Securities and Exchange Commission
by Steel of West Virginia, Inc., a Delaware corporation (the "Corporation" or
the "Registrant"), are incorporated herein by reference:
(1) The Corporation's Annual Report filed on Form 10-K for the fiscal
year ended December 31, 1995.
(2) The Corporation's Quarterly Report filed for the period ending
March 31, 1996.
(3) All documents subsequently filed by the Corporation 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 indicated
that all remaining securities offered 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 part thereof from the
date of filing such documents. Any statement in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be
modified or superseded for the purposes of this Registration Statement to
the extent that a statement contained herein or in any other subsequently
filed document which also is or is deemed to be incorporated by reference
herein modifies or supersedes such statement. Any statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
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* 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.
II-1
<PAGE>
(4) The description of the Corporation's Common Stock, par value $.01
per share, contained in the Company's Registration Statement filed on Form
8-A pursuant to Section 12 of the Securities Exchange Act of 1934.
Item 4. Description of Securities.
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Not applicable.
Item 5. Interest of Named Experts and Counsel.
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Stephen A. Albert, Esq., a principal of Sierchio & Albert, P.C., counsel to
the Corporation, is a director of the Corporation.
Item 6. Indemnification of Directors and Officers.
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The Company is incorporated in Delaware. Under Section 145 of the
General Corporation Law of the State of Delaware, a Delaware corporation has the
power, under specified circumstances, to indemnify its directors, officers,
employees and agents in connection with actions, suits or proceedings brought
against them by a third party or in the right of the corporation, by reason of
the fact that they were or are such directors, officers, employees or agents,
against expenses incurred in an action, suit or proceedings. The Corporation's
Certificate of Incorporation provides that the Corporation shall, to the full
extent permitted by Section 145 of the General Corporation Law of the State of
Delaware, indemnify all person whom it may indemnify pursuant thereto.
Pursuant to the provisions of Section 102(b)(7) of the General
Corporation Law of the State of Delaware, Article SIXTH of the Corporation's
Certificate of Incorporation provides that a director of the Corporation shall
not be liable to the Corporation for breach of fiduciary duty as a director
except (i) for breach of the director's duty of loyalty to the Corporation or
its stockholders, (ii) for acts or omissions not in good faith or involving
intentional misconduct or 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.
Item 7. Exemption from Registration Claimed.
------ -----------------------------------
Not applicable.
Item 8. Exhibits.
------ --------
4.1 Certificate of Incorporation of the Corporation (incorporated by
reference to Exhibit 3.1 to the Corporation's Annual Report on Form
10-K for the fiscal year ended December 31, 1995).
II-2
<PAGE>
4.2 Steel of West Virginia, Inc. 1995 Employee Stock Option Plan
(incorporated by reference to Exhibit 10.23 to the Corporation's
Annual Report on Form 10-K for the fiscal year ended December 31,
1995).
4.3 Steel of West Virginia, Inc. 1995 Non-Employee Director Stock Option
Plan (incorporated by reference to Exhibit 10.24 to the Corporation's
Annual Report on Form 10-K for the fiscal year ended December 31,
1995).
5 Opinion of Sierchio & Albert, P.C.*
23.1 Consent of Ernst & Young LLP*
23.2 Consent of Sierchio & Albert , P.C. (included in Exhibit 5)*
24 Powers of Attorney: Included on Page II-5.
Item 9. Undertakings.
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(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 forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of 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; and
(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.
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*Filed herewith.
II-3
<PAGE>
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
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the registration statement is on Form S-3, Form S-8 or Form F-3, and 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 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 the 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 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.
II-4
<PAGE>
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 Huntington, State of West Virginia, on May 2, 1996.
STEEL OF WEST VIRGINIA, INC.
By: /s/ Robert L. Bunting, Jr.
----------------------------------------
Name: Robert L. Bunting, Jr.
Title: President and Chief
Executive Officer
POWERS OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
below constitutes and appoints Robert L. Bunting, Jr. and Timothy R. Duke, or
either of them, his true and lawful attorney-in-fact and agent, with full power
of substitution and resubstitution, to act, without the other, for him and in
his name, place, and stead, in any and all capacities, to sign a Registration
Statement on Form S-8 of Steel of West Virginia, Inc., and any or all amendments
(including post-effective amendments) thereto, relating to the registration,
under the Securities Act of 1933, as amended, of shares of Common Stock of the
Company to be issued pursuant to the Company's 1995 Employee Stock Option Plan
and 1995 Non-Employee Director Stock Option Plan 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 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 full 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, their
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 below by the following persons in
the capacities and on the dates indicated.
II-5
<PAGE>
Signatures Title Date
---------- ----- ----
/s/ Robert L. Bunting, Jr. President, Chief Executive May 2, 1996
------------------------- Officer and Chairman of the
Robert L. Bunting, Jr. Board (Principal Executive
Officer)
/s/ Timothy R. Duke Vice President, Treasurer and May 2, 1996
----------------------- Chief Financial Officer
Timothy R. Duke (Principal Financial
and Accounting Officer)
/s/ Stephen A. Albert Director May 2, 1996
------------------------
Stephen A. Albert
/s/ Albert W. Eastburn Director May 2, 1996
-----------------------
Albert W. Eastburn
/s/ Daniel N. Pickens Director May 2, 1996
---------------------
Daniel N. Pickens
/s/ Paul E. Thompson Director May 2, 1996
---------------------
Paul E. Thompson
II-6
<PAGE>
STEEL OF WEST VIRGINIA, INC.
INDEX TO EXHIBITS
FILED WITH FORM S-8
4.1 Certificate of Incorporation of the Corporation (incorporated by reference
to Exhibit 3.1 to the Corporation's Annual Report on Form 10-K for the
fiscal year ended December 31, 1995).
4.2 Steel of West Virginia, Inc. 1995 Employee Stock Option Plan (incorporated
by reference to Exhibit 10.23 to the Corporation's Annual Report on Form
10-K for the fiscal year ended December 31, 1995).
4.3 Steel of West Virginia, Inc. 1995 Non-Employee Director Stock Option Plan
(incorporated by reference to Exhibit 10.24 to the Corporation's Annual
Report on Form 10-K for the fiscal year ended December 31, 1995).
5 Opinion of Sierchio & Albert, P.C.
23.1 Consent of Ernst & Young LLP
23.2 Consent of Sierchio & Albert , P.C. (included in Exhibit 5)
24 Powers of Attorney: Included on Page II-5.
Exhibit 5
SIERCHIO & ALBERT, P.C. [ LETTERHEAD ]
May 2, 1996
Steel of West Virginia, Inc.
17th Street and 2nd Avenue
Huntington, West Virginia 25703
Dear Sirs:
We are acting as counsel to Steel of West Virginia, Inc., a Delaware
corporation (the "Company"), in connection with the Registration Statement on
Form S-8 with exhibits thereto (the "Registration Statement") filed by the
Company under the Securities Act of 1933, as amended, and the rules and
regulations thereunder, relating to the registration of 500,000 shares (the
"Shares") of Common Stock, par value $.01 per share, of the Company. The Shares
are to be issued by the Company upon grant of certain stock options (the
"Options") granted and to be granted to certain employees or directors of the
Company pursuant to the Company's 1995 Employee Stock Option Plan (the "Employee
Plan") and the 1995 Non-Employee Director Stock Option Plan (the "Non-Employee
Director Plan" and, together with the Employee Plan, the "Plans").
As such counsel, we have participated in the preparation of the Registration
Statement, and have reviewed the corporate proceedings in connection with the
adoption of the Plans and have also examined and relied upon originals or
copies, certified or otherwise authenticated to our satisfaction, of all such
corporate records, documents, agreements, and instruments relating to the
Company, and certificates of public officials and of representatives of the
Company, and have made such investigations of law, and have discussed with
representatives of the Company and such other persons such questions of fact, as
we have deemed proper and necessary as a basis for rendering this opinion.
Based upon, and subject to, the foregoing, we are of the opinion that the
Shares are duly authorized and, upon exercise of the Options in accordance with
the terms of the Plans against payment of the exercise price therefor (as
applicable), and upon compliance with applicable securities laws, will be,
assuming no change in the applicable law or pertinent facts, validly
issued, fully paid, and non-assessable.
<PAGE>
SIERCHIO & ALBERT, P.C. [ LETTERHEAD ]
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement. In giving the foregoing consent, we do not admit that
we are in the category of persons whose consent is required under Section 7 of
the Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission promulgated thereunder.
Very truly yours,
Sierchio & Albert, P.C.
By: s/Stephen A. Albert
-----------------------
Stephen A. Albert
II-9
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement (Form
S-8 No. 33-00000) pertaining to the 1995 Employee Stock Option Plan and the
1995 Non-Employee Director Stock Option Plan of Steel of West Virginia, Inc. of
our report dated January 19, 1996, with respect to the consolidated financial
statement and schedules of Steel of West Virginia, Inc., included in its Annual
Report (Form 10-K) for the year ended December 31, 1995, filed with the
Securities and Exchange Commission.
/s/ Ernst & Young LLP
Charleston, West Virginia
April 29, 1996
