As filed with the Securities and Exchange Commission on April 16, 1997
Registration No. 33-
=============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------
FORM S-8
Registration Statement No.
Under
The Securities Act of 1933
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ROANOKE ELECTRIC STEEL CORPORATION
(Exact name of registrant as specified in its charter)
Virginia 54-0585263
(State of other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
P. O. Box 13948
Roanoke, Virginia 24038-3948
(540) 342-1831
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
------------------------
DONALD G. SMITH
Chairman, President, Treasurer and Chief Executive Officer
Roanoke Electric Steel Corporation
P. O. Box 13948
Roanoke, Virginia 24038-3948
(540) 342-1831
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
------------------------
Copy to:
FAITH M. WILSON
WOODS, ROGERS & HAZLEGROVE, P.L.C.
First Union Tower, Suite 1400
10 South Jefferson Street
Roanoke, Virginia 24011
(540) 983-7633
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<TABLE>
<CAPTION>
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Calculation of Registration Fee
- -----------------------------------------------------------------------------------------------------------
Proposed Maximum Proposed Maximum Amount of
Title of Securities to Amount to be Offering Price per Aggregate Offering Registration
be Registered Registered(1) Share(2) Price Fee
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, no par value 25,000 shares $14.625 $365,625 $111.00
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</TABLE>
(1) Subject to being increased pursuant to antidilution provisions of the
Non-Employee Directors Stock Option Plan to reflect automatically when
applicable, any subsequent stock split, stock dividend or similar
event.
(2) Estimated solely for the purpose of calculating registration fee.
Based on the average of the high and low prices of Company common stock
($14.625 per share) reported on the Nasdaq Stock Market on April 14,
1997.
<PAGE>
This Registration Statement relates to 25,000 shares of Roanoke
Electric Steel Corporation Common Stock, no par value, to be offered and sold
pursuant to the Roanoke Electric Steel Corporation Non-Employee Directors
Stock Option Plan.
INCORPORATION OF DOCUMENT BY REFERENCE
The following documents filed by Roanoke Electric Steel Corporation
(File No. 0-2389) (the "Company") with the Securities and Exchange Commission
(the "Commission") are hereby incorporated by reference in this Registration
Statement: (i) Annual Report on Form 10-K for the year ended October 31,
1996; (ii) Quarterly Report on Form 10-Q for the quarter ended January 31,
1997; (iii) Description of Company Common Stock contained in Registration
Statement on Form 10 dated January 23, 1967, and amended by Form 8 dated
November 28, 1987, including any further amendment or report filed for the
purpose of updating such description.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act of 1934, subsequent to the date
hereof and prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters all
securities then remaining unsold, are hereby incorporated by reference into
this Registration Statement and shall be deemed a part hereof from the date
of the filing of such documents.
LEGAL OPINION
The legality of the Common Stock being registered hereby has been
passed upon by Woods, Rogers & Hazlegrove, P.L.C., Roanoke, Virginia.
EXPERTS
The consolidated financial statements of Roanoke Electric Steel
Corporation and subsidiaries as of October 31, 1996 and 1995 and for each of
the years in the three-year period ended October 31, 1996, have been
incorporated by reference in this Registration Statement on Form S-8 in
reliance upon the report of Deloitte & Touche LLP, independent certified
public accountants, incorporated by reference herein, and upon the authority
of said firm as experts in accounting and auditing.
INDEMNIFICATION OF DIRECTORS AND OFFICERS OF THE COMPANY
Section 13.1-692.1 of the Virginia Stock Corporation Act places a
limitation on the liability of officers and directors of a corporation in any
proceeding brought by or in the right of the corporation or brought by or on
behalf of shareholders of the corporation. The damages assessed against an
officer or director arising out of a single transaction, occurrence, or
course of conduct shall not exceed the greater of $100,000 or the amount of
cash compensation received by the officer or director from the corporation
during the 12 months immediately preceding the act or omission for which
liability was imposed. The statute also authorizes the corporation, in its
articles of incorporation or, if approved by the shareholders, in its bylaws,
to provide for a different specific monetary limit on, or to eliminate
entirely, liability. The liability of an officer or director shall not be
<PAGE>
limited if the officer or director engaged in willful misconduct or a knowing
violation of the criminal law or any federal or state securities law. The
Company has not taken action to establish a different limit on liability from
that set forth in the statute.
Sections 13.1-697 and 13.1-702(2) of the Virginia Stock Corporation Act
permit any Virginia corporation to indemnify an officer or director against
liability incurred in a proceeding if such officer or director conducted
himself in good faith and believed (i) in the case of conduct in his official
capacity with the corporation, that his conduct was in its best interests;
and (ii) in all other cases, that his conduct was at least not opposed to its
best interests. In the case of a criminal proceeding, a corporation may
indemnify an officer or director made a party to such proceeding if he had no
reasonable cause to believe that his conduct was unlawful. A corporation may
not indemnify an officer or director under Section 13.1-697 (i) in connection
with a proceeding by or in the right of the corporation in which he was
adjudged liable to the corporation; or (ii) in connection with any other
proceeding charging improper personal benefit to him in which he was adjudged
liable on the basis that personal benefit was improperly received by him.
Indemnification permitted under Section 13.1-697 in connection with a
proceeding by or in the right of the corporation is limited to reasonable
expenses incurred in connection with the proceeding. Further, Virginia Code
Sections 13.1-698 and 13.1-702(1) provide that, unless limited by its
articles of incorporation, a corporation is required to provide
indemnification to an officer or director who entirely prevails in the
defense of any proceeding to which he was a party because he is or was an
officer or director of the corporation against reasonable expenses incurred
by him in connection with the proceeding.
A corporation may pay for or reimburse the reasonable expenses incurred
by an officer or director who is a party to a proceeding in advance of final
disposition of the proceeding if certain statements and undertakings are made
by the officer or director and a determination is made that the facts as then
known would not preclude indemnification. Va. Code Section 13.1-699. In
addition, an officer or director of the corporation who is a party to a
proceeding may apply for advances or reimbursement of expenses and for
indemnification to the court conducting the proceeding or seek advances,
reimbursement, or indemnification in another court of competent jurisdiction.
The court shall order advances, reimbursement, or indemnification if it
determines the officer or director is entitled to such advances,
reimbursement, or indemnification, in which case the court shall also order
the corporation to pay the officer's or director's reasonable expenses
incurred to obtain the order. With respect to a proceeding by or in the
right of the corporation, the court may order indemnification to the extent
of the officer's or director's reasonable expenses if it determines that,
considering all the relevant circumstances, the officer or director is
entitled to indemnification even though he was adjudged liable, and may also
order the corporation to pay the officer's and director's reasonable expenses
incurred to obtain the order. Va. Code Section 13.1-700.1. In such a
proceeding, no presumption is created by the fact that either the corporation
has not considered the question of indemnification or that the corporation
has denied indemnification. A corporation is given the power to make further
indemnity to any officers or directors that may be authorized by the articles
of incorporation or any bylaw made by the shareholders or any resolution
adopted, before or after the event, by the shareholders, except an indemnity
against the officer's or director's willful misconduct or a knowing violation
of the criminal law. Va. Code Section 13.1-704.
<PAGE>
The Company maintains two directors' and officers' legal liability
insurance policies. The first, in the amount of $10 million, is issued by
Federal Insurance Company. The Company also maintains an umbrella (excess)
policy in the amount of $25 million, also issued by Federal Insurance
Company. Each policy provides coverage up to 100% of its face amount,
subject to certain deductible or retention amounts. In general, the policies
insure (i) the Company's directors and officers against losses by reason of
their wrongful acts, and/or (ii) the Company against claims against the
directors and officers by reason of their wrongful acts for which the Company
is required to indemnify or pay, all as such terms are defined in the
policies and subject to the terms and conditions contained therein.
EXHIBITS
Exhibit No. Description
- ----------- -----------
4(a) Specimen copy of certificate for Roanoke
Electric Steel Corporation common stock, no par
value
4(b) Article II of the Bylaws of Roanoke Electric
Steel Corporation, as amended, (incorporated
herein by reference to Exhibit 3(b) of the
Annual Report on Form 10-K for the fiscal year
ended October 31, 1996)
5 Opinion of Woods, Rogers & Hazlegrove, P.L.C.
23(a) Consent of Woods, Rogers &
Hazlegrove, P.L.C. (included in Exhibit (5))
23(b) Consent of Deloitte & Touche LLP
UNDERTAKINGS
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;
(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;
<PAGE>
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3 or Form S-8, and 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.
(4) If the registrant is a foreign private issuer, to file a post-
effective amendment to the registration statement to include any financial
statements required by 3-19 of Regulation S-X at the start of any delayed
offering or throughout a continuous offering.
------------------------
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.
------------------------
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 of
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 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 Roanoke, Commonwealth of Virginia,
on April 15, 1997.
ROANOKE ELECTRIC STEEL CORPORATION
By: s/Donald G. Smith
-----------------------------------
Donald G. Smith
Chairman, President, Treasurer
and Chief Executive 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 as of April 15, 1997.
Signature Title
--------- -----
s/Donald G. Smith Chairman, President, Treasurer and
- ------------------------------------ Chief Executive Officer (Principal
(Donald G. Smith) Executive Officer, Principal
Financial Officer) and Director
s/John E. Morris Vice President-Finance and
- ------------------------------------ (Principal Accounting Officer)
(John E. Morris) Assistant Treasurer
s/Frank A. Boxley Director
- ------------------------------------
(Frank A. Boxley)
s/T. A. Carter Director
- ------------------------------------
(T. A. Carter)
s/George B. Cartledge, Jr. Director
- ------------------------------------
(George B. Cartledge, Jr.)
s/Charles I. Lunsford, II Director
- ------------------------------------
(Charles I. Lunsford, II)
s/William L. Neal Director
- ------------------------------------
(William L. Neal)
<PAGE>
s/Thomas L. Robertson Director
- ------------------------------------
(Thomas L. Robertson)
s/Paul E. Torgersen Director
- ------------------------------------
(Paul E. Torgersen)
s/John D. Wilson Director
- ------------------------------------
(John D. Wilson)
<PAGE>
EXHIBIT INDEX
Page No. In
Sequential
Exhibit No. Description System
- ----------- ----------- ---------
4(a) Specimen copy of certificate for Roanoke
Electric Steel Corporation common stock,
no par value
4(b) Article II of the Bylaws of Roanoke
Electric Steel Corporation, as amended,
(incorporated herein by reference to
Exhibit 3(b) of the Annual Report on Form
10-K for the fiscal year ended October
31, 1996)
5 Opinion of Woods, Rogers & Hazlegrove,
P.L.C.
23(a) Consent of Woods, Rogers & Hazlegrove,
P.L.C. (included in Exhibit (5))
23(b) Consent of Deloitte & Touche LLP
<PAGE>
Exhibit 4(a)
[SPECIMEN STOCK CERTIFICATE]
R
RE
ROANOKE ELECTRIC STEEL CORPORATION
INCORPORATED UNDER THE LAWS OF THE COMMONWEALTH OF VIRGINIA
CUSIP 769841 10 7
See Reverse for
Certain Definitions
THIS CERTIFIES THAT is the owner of
[SPECIMEN]
Countersigned:
WACHOVIA BANK AND TRUST COMPANY, N.A.
(Winston-Salem, N.C.) Transfer Agent
By
Authorized Signature
fully paid and non-assessable shares of the Common Capital Stock
of no par value of
ROANOKE ELECTRIC STEEL CORPORATION transferable only on the books of the
Corporation by the holder hereof, in person or by attorney, upon surrender of
this certificate properly endorsed.
This certificate is not valid unless countersigned by the
Transfer Agent.
In Witness Whereof, the said Corporation has caused this Certificate to be
executed by the facsimile signatures of its duly authorized officers under
the facsimile Seal of the Corporation in Roanoke, Virginia.
Dated:
s/Thomas J. Crawford [Corporate Seal of s/Donald G. Smith
Secretary Roanoke Electric Steel President
Corporation - Virginia
1995]
<PAGE>
ROANOKE ELECTRIC STEEL CORPORATION
AT SUCH TIME AS THE CORPORATION IS AUTHORIZED TO ISSUE SHARES OF MORE
THAN ONE CLASS, IT WILL FURNISH TO ANY STOCKHOLDER UPON REQUEST TO THE OFFICE
OF THE CORPORATION IN ROANOKE, VIRGINIA, AND WITHOUT CHARGE, A FULL STATEMENT
OF THE DESIGNATIONS, PREFERENCES, LIMITATIONS AND RELATIVE RIGHTS OF THE
SHARES OF EACH CLASS AUTHORIZED TO BE ISSUED AND THE VARIATIONS IN THE
RELATIVE RIGHTS AND PREFERENCES BETWEEN THE SHARES OF EACH SERIES OF ANY
PREFERRED OR SPECIAL CLASS AUTHORIZED TO BE ISSUED IN SERIES, SO FAR AS THE
SAME HAVE BEEN FIXED AND DETERMINED, AND THE AUTHORITY OF THE BOARD OF
DIRECTORS TO FIX AND DETERMINE THE RELATIVE RIGHTS AND PREFERENCES OF
SUBSEQUENT SERIES OF ANY PREFERRED OR SPECIAL CLASS.
The following abbreviations, when used in the inscription on the face
of this certificate, shall be construed as though they were written out in
full according to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN
TEN ENT - as tenants by the ACT - Custodian
entireties --- ---
JT TEN - as joint tenants with (Cust) (Minor)
right of survivorship under Uniform
and not as tenants Gifts to Minors
in common Act
-----------
(State)
Additional abbreviations may also be used though not in the above
list.
For value received, , hereby sell, assign and transfer
unto ----------
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
[ ]
- ----------------------------------------------------------------------------
(Please print or typewrite name and address, including zip code, of assignee.
- ----------------------------------------------------------------------------
- ----------------------------------------------------------------------------
- ---------------------------------------------------------------------- shares
of the capital stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint , Attorney to
----------------------------
transfer the said stock on the books of the within named Corporation with
full power of substitution in the premises.
Dated
-------------------
--------------------------------------------
NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST
CORRESPOND WITH THE NAME AS WRITTEN UPON THE
FACE OF THE CERTIFICATE IN EVERY PARTICULAR,
WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE
WHATEVER.
Exhibit 5
Faith M. Wilson
540 983-7633
Internet: [email protected]
April 15, 1997
Board of Directors
Roanoke Electric Steel Corporation
Post Office Box 13948
Roanoke, VA 24038-3948
In re: Registration Statement on Form S-8: Roanoke Electric Steel
Corporation Non-Employee Directors Stock Option Plan
-----------------------------------------------------------
Gentlemen:
We have acted as counsel for you in connection with the preparation of
a Registration Statement on Form S-8 (the "Registration Statement") pursuant
to the provisions of the Securities Act of 1933, as amended, being filed with
the Securities and Exchange Commission on April 15, 1997, or as soon
thereafter as practicable, in respect of 25,000 shares of Company common
stock which may be sold pursuant to the Roanoke Electric Steel Corporation
Non-Employee Stock Option Plan and, as such, have examined the same and the
exhibits being filed therewith.
We are generally familiar with your corporate affairs, including your
organization and the conduct of the corporate proceedings relating thereto.
We also have examined such of your corporate records as we have deemed
necessary as the basis for this opinion. Based upon the foregoing, it is our
opinion that:
1. The Company has been duly incorporated and is validly existing as
a corporation in good standing under the laws of the Commonwealth of
Virginia.
2. The 25,000 shares of Company common stock which are the subject
of the Registration Statement have been duly and validly authorized, and when
issued pursuant to proper resolution of the Board of Directors of the Company
and upon the terms as set forth in the Registration Statement, will be
legally issued, fully paid and non-assessable.
<PAGE>
Board of Directors
Roanoke Electric Steel Corporation
April 15, 1997
Page 2
The foregoing opinion is contingent upon the Registration Statement
becoming effective. We consent to its use as an exhibit to the Registration
Statement and to reference to this firm in the Prospectus, the Registration
Statement and any amendments thereto.
Very truly yours,
s/Woods, Rogers & Hazlegrove, P.L.C.
WOODS, ROGERS & HAZLEGROVE, P.L.C.
<PAGE>
Exhibit 23(b)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
of Roanoke Electric Steel Corporation on Form S-8 of our report dated
November 21, 1996, appearing in and incorporated by reference in the Annual
Report on Form 10-K of Roanoke Electric Steel Corporation for the year ended
October 31, 1996 and to the reference to us under the heading "Experts" in
the Prospectus, which is part of this Registration Statement.
s/Deloitte & Touche LLP
Winston-Salem, North Carolina
April 7, 1997
<PAGE>
