Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
WEIRTON STEEL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 06-1075442
(State or other jurisdiction (I.R.S. Employer
Identification No.)
of incorporation or organization)
400 Three Springs Drive. Weirton, West Virginia
26062-4989
(Address of Principal Executive Offices) (Zip Code)
WEIRTON STEEL CORPORATION 1987 STOCK OPTION PLAN
WEIRTON STEEL CORPORATION 1994 EMPLOYEE STOCK PURCHASE PLAN
WEIRTON STEEL CORPORATION 1998 STOCK OPTION PLAN
WEIRTON STEEL CORPORATION AMENDED PERFORMANCE INCENTIVE PLAN
WEIRTON STEEL CORPORATION DEFERRED COMPENSATION PLAN FOR DIRECTORS AND STOCK
COMPENSATION POLICY FOR DIRECTORS
(Full titles of the plans)
William R. Kiefer, Esq.
Vice President-Law and Secretary
Weirton Steel Corporation
400 Three Springs Drive
Weirton. West Virginia 26062-4989
(Name and address of agent for service)
(304) 797-2000
(Telephone number, including area code, of agent for service)
With a copy to:
James A. Testa, Esq
26 Primrose Circle
Princeton, NJ 08540
<PAGE>
Calculation of Registration Fee
Title of
securities to
be registered
Common Stock,
$ .01 par
value
per share
Amount to be
registered
8,683,080(2)
Proposed
maximum
offering
price per
share(1)
$2.00-$6.00
Proposed
maximum
aggregate
offering
price (1)
$18,110,000.00
Amount of
registration
fee(3)
$6,244.83
(1) Estimated solely for the purpose of calculating the registration fee and
pursuant to Rule 457(c) and (h) under the Securities Act of 1933, as amended
(the "Securities Act"), using the following components: (i) with respect to
outstanding options already granted under the Registrant's 1987 and 1998 Stock
Option Plans, the prices at which the options may be exercised; and (ii) with
respect to the remaining shares for which options may be granted under such
plans and all other shares being registered (excluding those shares for which
fees already have been paid as explained in Note 2), the average of the high
and low sales prices of the Registrant's Common Stock, par value $.01 per
share, as reported on the New York Stock Exchange on August 10, 1999.
(2) Includes an aggregate of 8,683,080 shares, 3,987,511 of which relate to
the Registrant's 1994 Employee Stock Purchase Plan and 195,569 of which relate
to the Registrant's Deferred Compensation Plan for Directors for which
registration fees were previously paid in connection with the Registrant's
Registration Statement on Form S-8 (File No. 33-56251). Pursuant to Rule 429
under the Securities Act, the prospectus under this Registration Statement
relating to the Registrant's 1994 Employee Stock Purchase Plan also relates to
said earlier Registration Statement.
(3) Calculation of fee: # Shares Exercise Price Max. Aggreg.
Offering Price
1987 Option Plan 750,000 $6.00 $ 4,500,000.00
1998 Option Plan 3,250,000 $3.88 $12,610,000.00
All other Plans 500,000 $2.00 $ 1,000,000.00
-------------
$18,110,000.00
Fees = 1/29 of 1% of $18,110,000.00 = $6,244.83
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Explanatory Note:
This Registration Statement also serves as Post-Effective Amendment No.
1 to Registration Statement on Form S-8 filed by Weirton Steel Corporation
(the "Company") on November 1, 1994 (File No. 33-56251) (the "1994 Filing").
The 1994 Filing contained a "re-offer" prospectus covering the proposed sale
by certain named directors of a total of 97,074 shares of the Company's Common
Stock distributed to them under the Company's Deferred Compensation Plan for
Directors and, since the time of the 1994 Filing, an additional 7,357 shares
of Common Stock have been distributed under that plan. The 1994 Filing also
included 5,000,000 shares of Common Stock being offered under the Company's
1994 Employee Stock Purchase Plan, of which a total of 1,012,489 had been sold
through plan year 1998. Pursuant to an undertaking in the 1994 Filing, the
Company hereby de-registers such agggregate of 1,116,920 shares of Common
Stock from the 5,300,000 shares originally covered by the 1994 Filing.
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed with the Commission by Weirton the
Company are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1998.
(b) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1999.
(c) The description of the Company's Common Stock, par value $ .01 per
share, contained in the Company's Registration Statement on Form
8-A filed on May 4, 1989 pursuant to Section 12 of the Securities
Exchange Act of 1934, as amended.
All reports filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act, 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, shall be deemed to be
incorporated in this Registration Statement by reference and to be a part
hereof from the date of the filing of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference in this Registration Statement shall be deemed to be
modified or superseded for 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 in this
Registration Statement 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.
Item 4. DESCRIPTION OF SECURITIES
Not applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law expressly permits
indemnification of officers and directors of Delaware corporations against
claims, judgments and expenses arising in connection with legal or
administrative proceedings or otherwise, including amounts paid in settlement
of a claim or litigation, if the officer or director acted in good faith and
in a manner he believed to be in, or not opposed to, the best interest of the
corporation.
Article IX of the Company's By-laws provides for indemnification of the
company's directors, officers, employees and agents, including former
directors, officers, employees and agents, to the fullest extent permitted
under Delaware law.
Article Twelfth of the Company's Restated Certificate of Incorporation
provides, in part, as follows:
TWELFTH: No director of the Corporation shall be personally liable to
the Corporation or to any stockholder for monetary damages for a breach
of fiduciary duty as a director, except liability (i) for any breach of
a director's duty of loyalty to the Corporation or to its stockholders,
(ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) for unlawful
payments of dividends or unlawful purchases by the Corporation of its
capital stock pursuant to Section 174 of the Delaware General
Corporation Law or (iv) for any transaction from which a director
receives an improper personal benefit, except to the extent any such
liability is subsequently authorized by the law of Delaware to be
reduced or eliminated. No amendment to or repeal of any of the
provisions of this Article TWELFTH shall eliminate or reduce the effect
of this Article TWELFTH in respect of any matter occurring, or any cause
of action, suit or claim that, but for this Article TWELFTH would accrue
or arise, prior to such amendment or repeal of any inconsistent
provisions.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
In so far as the 210,591 shares of Common Stock acquired by the trust
under the Company's Deferred Compensation Plan prior to the filing of the
Registration Statement may be deemed to have been the subject of a "sale" to
participants in that plan, all of whom are directors of the Company, the
Company believes that an exemption from such "sale" would be available under
Section 4(2) of the Securities Act. However, the Company, through the filing
of this Registration Statement, intends to register the sale of all shares
being offered under such plan.
Item 8. EXHIBITS
The following Exhibits are being filed as part of this Registration
Statement:
Exhibit No. Description Of Exhibits
4. Specimen Common Stock certificate of the Company
(incorporated by reference to exhibit 4.1 to the Company's
Registration Statement on Form S-1 filed May 3, 1989,
Commission File No. 33-28515).
5.1 Opinion of counsel to the Company (filed herewith).
23.1 Consent of Arthur Andersen LLP (filed herewith).
23.2 Consent of counsel (contained in the opinion filed as
exhibit 5.1).
24.1 Powers of Attorney (contained on the signature page to this
Registration Statement).
Item 9. UNDERTAKINGS
1. The Company hereby undertakes:
(a) To file, during any period in which offers or sales are being
made, a post-effective amendment to the 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;
(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)(i) and (a)(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 Company
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the Registration Statement.
(b) 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.
(c) 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.
2. The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual report pursuant
to 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.
3. Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has
been advised that in the opinion of the 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 Company of expenses incurred or
paid by a director, officer or controlling person of the Company 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 Company 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 Securities 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 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 Weirton, State of West Virginia, on
August 11, 1999.
WEIRTON STEEL CORPORATION
(Registrant)
By:/s/ Richard K. Riederer
Richard K. Riederer
President and Chief Executive
Officer
Power of Attorney
Each person whose signature appears below hereby constitutes and
appoints Richard K. Riederer and William R. Kiefer, and each of them acting
alone, his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any or all amendments or supplements 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 each of said attorneys-in-fact and agents full power
and authority in the premises to do and perform each and every act and thing
necessary or appropriate to be done with respect to this registration
statement or any amendment or supplement hereto, as fully 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 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 by the following persons in the
capacities and on the dates indicated.
Signature Capacity Date
/s/ Richard K. Riederer President and Chief August 11,1999
Richard K. Riederer Executive Officer;
Director
/s/Richard R. Burt
Richard R. Burt
Chairman of the Board;
Director August 11,1999
_________________
Michael Bozic
Director
/s/Craig T. Costello
Craig T. Costello
Director August 11,1999
/s/Robert J. D'Anniballe
Robert J. D'Anniballe
Director August 11,1999
/s/Earl E. Davis
Earl E. Davis
Director August 11,1999
/s/George E. Doty, Jr.
George E. Doty, Jr.
Director August 11,1999
_________________
Mark G. Glyptis
Director
/s/Ralph E. Reins
Ralph E. Reins
Director August 11,1999
/s/Robert S. Reitman
Robert S. Reitman
Director August 11,1999
/s/Richard F. Schubert
Richard F. Schubert
Director August 11,1999
/s/Thomas R. Sturges
Thomas R. Sturges
Director August 11,1999
/s/Ronald C. Whitaker
Ronald C. Whitaker
Director August 11,1999
_________________
D. Leonard Wise
Director
/s/Mark E. Kaplan
Mark E. Kaplan
Vice President--InformationTechnology
and Controller(Principal Accounting
Officer) August 11,1999
INDEX TO EXHIBITS
Exhibit No. Description Of Exhibits
4. Specimen Common Stock certificate of the Company
(incorporated by reference to exhibit 4.1 to the Company's
Registration Statement on Form S-1 filed May 3, 1989,
Commission File No. 33-28515).
5.1 Opinion of counsel to the Company (filed herewith).
23.1 Consent of Arthur Andersen LLP (filed herewith).
23.2 Consent of counsel (contained in the opinion filed as
exhibit 5.1).
24.1 Powers of Attorney (contained on the signature page to this
Registration Statement).
Exhibit 5.1
August 11, 1999
Weirton Steel Corporation
400 Three Springs Drive
Weirton, West Virginia 26062
Ladies and Gentlemen:
I have acted as counsel to Weirton Steel Corporation, a Delaware
corporation (the "Company"), in the matter of the Company's Form S-8
Registration Statement (the "Registration Statement") to be filed with the
Securities and Exchange Commission providing for the registration under the
Securities Act of 1933, as amended, of an aggregate of 8,683,080 shares of
Common Stock, par value $ .01 per share (the "Common Stock"), to be issued in
connection with the: (i) deferral by directors of retainer fees under the
Weirton Steel Corporation Deferred Compensation Plan for Directors;
(ii) non-deferred payment by the Company of retainer fees
to directors in the form of
Common Stock; (iii) exercise of options for Common Stock granted and to be
granted under the Weirton Steel Corporation 1987 Stock Option Plan; (iv)
exercise of options for Common Stock granted and to be granted under the
Weirton Steel Corporation 1998 Stock Option Plan; (v) exercise of options to
purchase Common Stock under the Weirton Steel Corporation 1994 Employee Stock
Purchase Plan; and (vi) settlement in Comon Stock of awards under the Weirton
Steel Corporation Amended Performance Incentive Plan. The shares of Common
Stock issuable in connection with items (i) - (vi) are hereinafter referrred
to as the "Shares," and the plans, policies and other arrangements referred to
under said items (i) - (vi) are hereinafter referred to as the "Plans."
In so acting, I have examined, among other things, such federal and
state laws and originals and/or copies (certified or otherwise identified to
my satisfaction) of such documents, certificates and records of the Company
pertaining to the Plans and of public officials as I deemed necessary and
relevant for the purpose of expressing the opinions hereinafter set forth.
Based on the foregoing, I am of the opinion that the Shares have been
duly and validly authorized for issuance on behalf of the Company and, upon
delivery thereof and receipt of consideration therefor as provided in the
Plans, will be duly and validly issued and will be fully paid, and
nonassessable.
I consent to being named in the Registration Statement (including any
related prospectuses) as counsel who is passing upon the legality of the
Shares and to the incorporation by reference in the Registration Statement of
any reference to me as such. I also consent to your filing copies of this
opinion as an exhibit to the Registration Statement.
Very truly yours,
/s/James A. Testa
James A. Testa
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement on Form S-8 of our
report dated February 19, 1999 included (or incorporated by reference) in
Weirton Steel Corporation's Form 10-K for the year ended December 31, 1998,
and to all references to our Firm included in the Registration Statement.
/s/ Arthur Andersen LLP
Pittsburgh, Pennsylvania
August 11, 1999
