Registration No. 333-
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
26062-4997
(Address of Principal Executive Offices)
(Zip Code)
WEIRTON STEEL CORPORATION 2000 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
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
Calculation of Registration Fee
Title of Amount to be Proposed Proposed Amount of
Securities Registered Maximum Maximum Registration
To Be Offering Aggregate Fee
Registered Price(1) Offering
Per Share Price(1)
Common Stock, 1,000,000 $4.09375 $4,093,750 $1,411.64
$.01 par value
per share
(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 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 June 8,2000.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Explanatory Note:
This Registration Statement serves as Post-Effective
Amendment No. 2 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') and Post-Effective
Amendment No. 1 to the Registration Statement on Form S-8 filed
by the Company on August 11, 1999 (the '1999 Filing'). The 1994
Filing originally included a total of 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 were de-registered
by the 1999 Filing. Pursuant to undertakings in the 1994 and
1999 Filings, the Company hereby de-registers an additional
3,987,511 shares of Common Stock from the shares originally
covered by the 1994 and 1999 Filings.
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed with the Commission by the
Company are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1999.
(b) The Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 2000.
(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 de-registers 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
Not Applicable.
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 June 14 , 2000.
WEIRTON STEEL CORPORATION
(Registrant)
By: /s/ Richard K. Riederer
Richard K. Riederer
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 Chief Executive Officer; Director 6/14/00
Richard K. Riederer
/s/Richard R. Burt Chairman of the Board of Directors 6/14/00
Richard R. Burt
/s/ Michael Bozic Director 6/14/00
Michael Bozic
/s/ Robert J. D'Anniballe, Jr. Director 6/14/00
Robert J. D'Anniballe, Jr.
/s/ Earl E. Davis Director 6/14/00
Earl E. Davis
/s/ George E. Doty, Jr. Director 6/14/00
George E. Doty, Jr.
/s/ Mark G. Glyptis Director 6/14/00
Mark G. Glyptis
/s/ Ralph E. Reins Director 6/14/00
Ralph E. Reins
/s/ Robert S. Reitman Director 6/14/00
Robert S. Reitman
-------------------
Richard F. Schubert Director
/s/Thomas R. Sturges Director 6/14/00
Thomas R. Sturges
/s/ John H. Walker President; Director 6/14/00
John H. Walker
/s/ Ronald C. Whitaker Director 6/14/00
Ronald C. Whitaker
/s/ D. Leonard Wise Director 6/14/00
D. Leonard Wise
/s/ Mark E. Kaplan Vice President-Information 6/14/00
Mark E. Kaplan Technology and Chief
Financial Officer (Principal Accounting
Officer)
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
June 14, 2000
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 1,000,000 shares of
Common Stock, par value $ .01 per share (the 'Common Stock'), to
be issued in connection with the exercise of options to purchase
Common Stock under the Weirton Steel Corporation 2000 Employee
Stock Purchase Plan. The shares of Common Stock so issuable are
hereinafter referrred to as the 'Shares,' and the plan under
which they are issuable is hereinafter referred to as the 'Plan.'
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 Plan
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 therefore as provided in the Plan, 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 prospectus) 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 January 25, 2000 incorporated by
reference in Weirton Steel Corporation's Form 10-K for the year
ended December 31, 1999 and to all references to our Firm
included in this registration statement.
/s/ Arthur Andersen LLP
Pittsburgh, Pennsylvania,
June 14, 2000
