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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 28, 1995
REGISTRATION NO.
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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RMI TITANIUM COMPANY
(EXACT NAME OF ISSUER AS SPECIFIED IN ITS CHARTER)
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OHIO 31-0875005
(STATE OF INCORPORATION) (IRS EMPLOYER IDENTIFICATION NO.)
1000 WARREN AVENUE, NILES, OH 44446
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
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RMI TITANIUM COMPANY 1995 STOCK PLAN
(FULL TITLE OF THE PLAN)
TIMOTHY G. RUPERT, SENIOR VICE PRESIDENT & CHIEF FINANCIAL OFFICER
RMI TITANIUM COMPANY
1000 WARREN AVENUE, NILES, OH 44446
(216) 544-7700
(NAME, ADDRESS AND TELEPHONE NO. OF AGENT FOR SERVICE)
COPY TO:
R. E. HILTON, ESQ.
ASSISTANT GENERAL COUNSEL--U.S. STEEL GROUP
USX CORPORATION
600 GRANT STREET, PITTSBURGH, PA 15219-4776
(412) 433-2868
CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES AMOUNT BEING OFFERING PRICE AGGREGATE REGISTRATION
BEING REGISTERED REGISTERED PER SHARE OFFERING PRICE FEE
- -----------------------------------------------------------------------------------------------------------
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Common Stock(1) 600,000 $10.125(2) $6,075,000 $2,095
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<FN>
(1) RMI Titanium Company Common Stock, par value $.01 per share.
(2) The Proposed Maximum Offering Price is calculated pursuant to Rule 457(c).
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PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed with the Commission by RMI Titanium Company
(hereinafter "RMI," the "Company" or the "Corporation") are incorporated herein
by reference:
1. Annual Report on Form 10-K for the year ended December 31, 1994 (File No.
1-10319).
2. Quarterly Reports on Form 10-Q for the quarters ending March 31, 1995,
and June 30, 1995 (File No. 1-10319).
3. Report on Form 8-K dated June 30, 1995 (File No. 1-10319).
4. The description of RMI Common Stock, par value $.01 per share (the
"Common Stock"), contained in RMI's Registration Statement filed on Form S-3
(File No. 33-52341).
All documents subsequently filed by RMI pursuant to Section 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act of 1934, 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 by reference in this Registration Statement and to be a part
hereof from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein 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 herein
modifies or supersedes such statement. Any such 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.
Inapplicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The validity of the issuance of the securities being registered has been
passed upon for the Company by R. E. Hilton, Esq., Assistant General
Counsel-U.S. Steel Group, USX Corporation. Mr. Hilton's salary and benefits are
paid by USX Corporation which owns nearly 52% percent of RMI's outstanding
common stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article IV of the RMI's Code of Regulations provides that RMI shall
indemnify to the fullest extent permitted by law any person who is made or is
threatened to be made a party or is involved in any action, suit, or proceeding
whether civil, criminal, administrative or investigative by reason of the fact
that he is or was a director or officer of RMI or is or was serving at the
request of RMI as a director, trustee or officer of another corporation,
partnership, joint venture, trust, or other enterprise.
RMI is empowered by Section 1701.13 of the Ohio General Corporation Law,
subject to the procedures and limitations stated therein, to indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, other than an action by or in the
right of RMI, by reason of the fact that such person is or was a director,
officer, employee, or agent of the Corporation, or is or was serving at the
request of the Corporation as a director, trustee, officer, employee, member,
manager, or agent of another corporation (domestic or foreign, nonprofit or for
profit), a limited liability company, or a partnership, joint venture, trust, or
other enterprise against expenses (including attorneys fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by such person
in connection with such action, suit or proceeding, if he acted in good faith
and in a manner he reasonably believed to be in or not opposed to the best
interests of
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the Corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The Corporation may
indemnify any such person against expenses (including attorney's fees) in an
action by or in the right of the Corporation under the same conditions, except
that 1) no indemnification is permitted without judicial approval if such person
is adjudged to be liable for negligence or misconduct in the performance of his
duty to the Corporation and 2) no indemnification is permitted for actions
asserted pursuant to Section 1701.95 (Unlawful loans, dividends and distribution
of assets) of the Ohio General Corporation Law. To the extent such person is
successful on the merits or otherwise in the defense of any action referred to
above, the Corporation must indemnify him against the expenses (including
attorney's fees) which he actually and reasonably incurred in connection
therewith.
Under Section 1701.13 of the Ohio General Corporation Law, a corporation
may purchase and maintain insurance with respect to any liabilities asserted
against a director or officer, whether or not the corporation would have the
power to indemnify such person against liability under Ohio General Corporation
Law. Policies of insurance are maintained by the Corporation, under which
directors and officers of RMI are insured, within the limits and subject to the
limitations of the policies, against certain expenses in connection with the
defense of actions, suits or proceedings, and certain liabilities which might be
imposed as a result of such actions, suits or proceedings, to which they are
parties by reason of being or having been such directors or officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Inapplicable.
ITEM 8. EXHIBITS
Refer to Exhibit Index following.
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:
(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, represents 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)(1)(i) and (a)(1)(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
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.
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(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 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 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.
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SIGNATURES
THE REGISTRANT. 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 Niles, State of Ohio, on the 28th day of
September, 1995.
RMI TITANIUM COMPANY
By: /s/ L. FREDERICK GIEG, JR.
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L. Frederick Gieg, Jr.
President 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 AND AS OF THE 28th DAY OF SEPTEMBER, 1995.
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SIGNATURE TITLE
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/s/ L. FREDERICK GIEG, JR.
- --------------------------------------- President and Chief Executive Officer and
L. Frederick Gieg, Jr. Director (Principal Executive Officer)
/s/ TIMOTHY G. RUPERT
- --------------------------------------- Senior Vice President and Chief Financial
Timothy G. Rupert Officer (Principal Financial and Accounting
Officer)
*
- --------------------------------------- Director
Craig R. Andersson
*
- --------------------------------------- Director
Neil A. Armstrong
*
- --------------------------------------- Director
Charles C. Gedeon
*
- --------------------------------------- Director
Robert M. Hernandez
*
- --------------------------------------- Director
William E. Lewellen
*
- --------------------------------------- Director
Louis A. Valli
*
- --------------------------------------- Director
Wesley W. Von Schack
*By: /s/ TIMOTHY G. RUPERT
-----------------------------------
Timothy G. Rupert
Attorney-in-Fact
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EXHIBIT INDEX
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4(a) RMI's Articles of Incorporation, as amended March 31, 1994, incorporated by
reference to Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q for the
quarterly period ended June 30, 1994, (File No. 1-10319).
4(b) RMI's Amended Code of Regulations, incorporated by reference to Exhibit 3.2 to the
Company's Annual Report on Form 10-K for the year ended December 31, 1993, (File No.
1-10319), and the shareholder approved amendment to RMI's Amended Code of
Regulations, incorporated by reference to the Company's Notice of Annual Meeting of
Shareholders and Proxy Statement for the April 26, 1995, shareholder meeting (File
No. 1-10319), such amendment to be effective as of the 1996 Annual Meeting of
Shareholders.
5 Opinion of R. E. Hilton, Esq., Assistant General Counsel-U.S. Steel Group, USX
Corporation.
23(a) Consent of Price Waterhouse LLP.
23(b) Consent of R. E. Hilton, Esq., Assistant General Counsel-U.S. Steel Group, USX
Corporation (contained in his opinion annexed hereto as Exhibit 5).
24 Powers of Attorney for Directors of RMI Titanium Company.
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EXHIBIT 5
September 28, 1995
Board of Directors
RMI Titanium Company
P.O. Box 269
1000 Warren Avenue
Niles, OH 44446
Dear Sirs:
I am Assistant General Counsel of the U. S. Steel Group of USX Corporation,
a Delaware corporation ("USX"), and have acted as counsel to RMI Titanium
Company, an Ohio corporation ("RMI") in connection with the Registration
Statement on Form S-8 (hereinafter the "Registration Statement") which is being
filed with the Securities and Exchange Commission pursuant to the Securities Act
of 1933, as amended, covering an aggregate of up to 600,000 shares (the
"Shares") of RMI's Common Stock, par value $.01 per share, which may be issued
to certain employees of RMI pursuant to the RMI 1995 Stock Plan (the "Plan").
I am familiar with the Articles of Incorporation and Code of Regulations of
RMI and the April 26, 1995, RMI shareholder vote approving the Plan.
Based upon the foregoing, I am of the opinion that RMI is duly incorporated
and validly existing under the laws of the State of Ohio and has an authorized
capital consisting of 30,000,000 shares of Common Stock, par value $.01 per
share, of which 15,323,253 shares have been issued and were outstanding as of
August 4, 1995, and 5,000,000 shares of Preferred Stock, without par value, none
of which has been issued or is outstanding. I am also of the opinion that the
Shares have been duly authorized and reserved for issuance pursuant to the Plan
and, when issued in accordance with the Plan, will be validly issued, fully paid
and non-assessable.
Although I am admitted to the practice of law only in the Commonwealth of
Pennsylvania, other attorneys in the Law Department of the U. S. Steel Group of
USX are admitted to practice in the State of Ohio, and I have consulted with
them to the extent I have deemed necessary in order to render this opinion.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ ROBERT E. HILTON
Robert E. Hilton
Assistant General Counsel
U. S. Steel Group
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EXHIBIT 23.A
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated January 26, 1995, appearing on page 18
of RMI Titanium Company's Annual Report on Form 10-K for the year ended December
31, 1994.
/S/ PRICE WATERHOUSE LLP
PRICE WATERHOUSE LLP
PITTSBURGH, PENNSYLVANIA
SEPTEMBER 28, 1995
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EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned does hereby make, constitute and appoint Timothy G.
Rupert and L. Frederick Gieg, Jr., or any one of them, my true and lawful
attorneys-in-fact to sign and execute for me and on my behalf the 1995 Stock
Plan registration statement on Form S-8 for RMI Titanium Company, and any and
all amendments thereto to be filed with the Securities and Exchange Commission
pursuant to the Securities Act of 1933, as amended, in such form as they or any
one or more of them may approve, and to do any and all other acts which said
attorneys-in-fact may deem necessary or desirable to enable RMI Titanium Company
to comply with said Act and the rules and regulations thereunder.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 27th day of
July, 1995.
/S/ CRAIG R. ANDERSSON
--------------------------------------
Craig R. Andersson
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned does hereby make, constitute and appoint Timothy G.
Rupert and L. Frederick Gieg, Jr., or any one of them, my true and lawful
attorneys-in-fact to sign and execute for me and on my behalf the 1995 Stock
Plan registration statement on Form S-8 for RMI Titanium Company, and any and
all amendments thereto to be filed with the Securities and Exchange Commission
pursuant to the Securities Act of 1933, as amended, in such form as they or any
one or more of them may approve, and to do any and all other acts which said
attorneys-in-fact may deem necessary or desirable to enable RMI Titanium Company
to comply with said Act and the rules and regulations thereunder.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 27th day of
July, 1995.
/S/ NEIL A. ARMSTRONG
--------------------------------------
Neil A. Armstrong
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned does hereby make, constitute and appoint Timothy G.
Rupert and L. Frederick Gieg, Jr., or any one of them, my true and lawful
attorneys-in-fact to sign and execute for me and on my behalf the 1995 Stock
Plan registration statement on Form S-8 for RMI Titanium Company, and any and
all amendments thereto to be filed with the Securities and Exchange Commission
pursuant to the Securities Act of 1933, as amended, in such form as they or any
one or more of them may approve, and to do any and all other acts which said
attorneys-in-fact may deem necessary or desirable to enable RMI Titanium Company
to comply with said Act and the rules and regulations thereunder.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 27th day of
July, 1995.
/S/ CHARLES C. GEDEON
--------------------------------------
Charles C. Gedeon
<PAGE> 4
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned does hereby make, constitute and appoint Timothy G.
Rupert and L. Frederick Gieg, Jr., or any one of them, my true and lawful
attorneys-in-fact to sign and execute for me and on my behalf the 1995 Stock
Plan registration statement on Form S-8 for RMI Titanium Company, and any and
all amendments thereto to be filed with the Securities and Exchange Commission
pursuant to the Securities Act of 1933, as amended, in such form as they or any
one or more of them may approve, and to do any and all other acts which said
attorneys-in-fact may deem necessary or desirable to enable RMI Titanium Company
to comply with said Act and the rules and regulations thereunder.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 27th day of
July, 1995.
/S/ ROBERT M. HERNANDEZ
--------------------------------------
Robert M. Hernandez
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned does hereby make, constitute and appoint Timothy G.
Rupert and L. Frederick Gieg, Jr., or any one of them, my true and lawful
attorneys-in-fact to sign and execute for me and on my behalf the 1995 Stock
Plan registration statement on Form S-8 for RMI Titanium Company, and any and
all amendments thereto to be filed with the Securities and Exchange Commission
pursuant to the Securities Act of 1933, as amended, in such form as they or any
one or more of them may approve, and to do any and all other acts which said
attorneys-in-fact may deem necessary or desirable to enable RMI Titanium Company
to comply with said Act and the rules and regulations thereunder.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 27th day of
July, 1995.
/S/ WILLIAM E. LEWELLEN
--------------------------------------
William E. Lewellen
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned does hereby make, constitute and appoint Timothy G.
Rupert and L. Frederick Gieg, Jr., or any one of them, my true and lawful
attorneys-in-fact to sign and execute for me and on my behalf the 1995 Stock
Plan registration statement on Form S-8 for RMI Titanium Company, and any and
all amendments thereto to be filed with the Securities and Exchange Commission
pursuant to the Securities Act of 1933, as amended, in such form as they or any
one or more of them may approve, and to do any and all other acts which said
attorneys-in-fact may deem necessary or desirable to enable RMI Titanium Company
to comply with said Act and the rules and regulations thereunder.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 27th day of
July, 1995.
/S/ LOUIS A. VALLI
--------------------------------------
Louis A. Valli
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned does hereby make, constitute and appoint Timothy G.
Rupert and L. Frederick Gieg, Jr., or any one of them, my true and lawful
attorneys-in-fact to sign and execute for me and on my behalf the 1995 Stock
Plan registration statement on Form S-8 for RMI Titanium Company, and any and
all amendments thereto to be filed with the Securities and Exchange Commission
pursuant to the Securities Act of 1933, as amended, in such form as they or any
one or more of them may approve, and to do any and all other acts which said
attorneys-in-fact may deem necessary or desirable to enable RMI Titanium Company
to comply with said Act and the rules and regulations thereunder.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 27th day of
July, 1995.
/S/ WESLEY W. VON SCHACK
--------------------------------------
Wesley W. Von Schack
