AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 20, 1996
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-1
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
HAYNES INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
DELAWARE 3356 06-118540
(State or other jurisdiction (Primary S.I.C. Code Number) (I.R.S. Employer
of incorporation or Identification No.)
organization)
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1020 WEST PARK AVENUE
KOKOMO, INDIANA 46904-9013
(317) 456-6000
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
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MICHAEL D. AUSTIN
PRESIDENT AND CHIEF EXECUTIVE OFFICER
HAYNES INTERNATIONAL, INC.
1020 WEST PARK AVENUE
KOKOMO, INDIANA 46904-9013
(317) 456-6000
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
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COPIES TO:
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<S> <C>
STEPHEN J. HACKMAN, ESQ. WINTHROP B. CONRAD, JR., ESQ.
ICE MILLER DONADIO & RYAN DAVIS POLK & WARDWELL
ONE AMERICAN SQUARE, BOX 82001 450 LEXINGTON AVENUE
INDIANAPOLIS, INDIANA 46282-0002 NEW YORK, NEW YORK 10017
(317) 236-2100 (212) 450-4000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE
PUBLIC: As soon as practicable
after this Registration Statement becomes effective.
If any of the securities registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box: / /
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering: /X/ 333-5411
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering: / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: / /
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CALCULATION OF REGISTRATION FEE
[CAPTION]
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PROPOSED MAXIMUM
TITLE OF EACH CLASS PROPOSED MAXIMUM AGGREGATE AMOUNT OF
OF SECURITIES TO BE AMOUNT TO BE OFFERING PRICE OFFERING PRICE REGISTRATION FEE
REGISTERED REGISTERED PER UNIT (1) (2)
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11 5/8% Senior Notes due 2004 $140,000,000 98.095% $137,333,000 $47,357
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(1) Estimated solely for the purpose of calculating the registration fee.
(2) $44,828 previously paid in connection with Registration No. 333-5411.
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<PAGE>
This Registration Statement on Form S-1 is being filed by Haynes
International, Inc. pursuant to Rule 462(b) under the Securities Act of 1933, as
amended. The contents of Registration Statement No. 333-5411, including each
amendment thereto, are hereby incorporated herein by reference.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Kokomo, State of Indiana,
on August 19, 1996.
HAYNES INTERNATIONAL, INC.
By: /s/ MICHAEL D. AUSTIN*
-----------------------------------
Michael D. Austin, 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 and on the dates indicated.
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<CAPTION>
CAPACITY DATE
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<S> <C> <C>
/s/ MICHAEL D. AUSTIN * President and Chief Executive August 19, 1996
........................................ Officer (Principal Executive
Michael D. Austin Officer) and Director
/s/ PERRY J. LEWIS * Director August 19, 1996
........................................
Perry J. Lewis
/s/ JOHN A. MORGAN * Director August 19, 1996
........................................
John A. Morgan
/s/ THOMAS F. GITHENS * Director August 19, 1996
........................................
Thomas F. Githens
/s/ SANGWOO AHN * Director August 19, 1996
........................................
Sangwoo Ahn
/s/ IRA STARR * Director August 19, 1996
........................................
Ira Starr
/s/ ROBERT EGAN * Director August 19, 1996
........................................
Robert Egan
/s/ JOSEPH F. BARKER Vice President--Finance; August 19, 1996
........................................ Director (Principal Financial
Joseph F. Barker Officer)
/s/ THEODORE T. BROWN * Controller (Principal August 19, 1996
........................................ Accounting Officer)
Theodore T. Brown
*By: /s/ JOSEPH F. BARKER
....................................
Joseph F. Barker,
Attorney-in-Fact
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II-1
<PAGE>
INDEX TO EXHIBITS
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<CAPTION>
SEQUENTIAL
NUMBER NUMBERING
ASSIGNED IN SYSTEM PAGE
REGULATION S-K NUMBER OF
ITEM 601 DESCRIPTION OF EXHIBIT EXHIBIT
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<S> <C> <C> <C>
(5) 5.01 Opinion of Ice Miller Donadio & Ryan as to the legality of the
Notes to be registered.
(23) 23.01 Consent of Coopers & Lybrand L.L.P. dated August 19, 1996.
23.02 Consent of Ice Miller Donadio & Ryan. (Included as part of
Exhibit 5.01.)
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Exhibit 5.01
August 20, 1996
Board of Directors
Haynes International, Inc.
1020 West Park Avenue
Kokomo, IN 46902-9013
Gentlemen:
We have acted as counsel to Haynes International, Inc., a Delaware
corporation (the "Company"), in connection with the filing of a Registration
Statement on Form S-1, Registration No. 333-5411 and a Registration Statement on
Form S-1 filed pursuant to Rule 462(b) (collectively the "Registration
Statement"), with the Securities and Exchange Commission (the "Commission") for
the purpose of registering under the Securities Act of 1933, as amended (the
"Securities Act"), an aggregate of $140,000,000 in principal amount of 11 5/8%
Senior Notes due 2004 of the Company, which are to be offered to the public (the
"Notes").
In connection therewith, we have investigated those questions of law we
have deemed necessary or appropriate for purposes of this opinion. We have also
examined originals, or copies certified or otherwise identified to our
satisfaction, of those documents, corporate or other records, certificates and
other papers that we deemed necessary to examine for the purpose of this
opinion, including:
1. The Company's Restated Certificate of Incorporation, together with all
amendments thereto;
2. A copy of the By-laws of the Company;
3. Resolutions relating to the offering of the Notes and the filing of the
Registration Statement adopted by the Company's Board of Directors on
May 28, 1996, August 7, 1996 and August 19, 1996 (the "Resolutions");
4. A form of the Note;
5. The Registration Statement; and
6. The form of Indenture by and between the Company and National City Bank,
as Trustee (the "Indenture").
<PAGE>
We have also relied, without investigation as to the accuracy thereof, on
other certificates of, and oral and written communication from, public officials
and officers of the Company.
For the purposes of this opinion, we have assumed (i) the genuineness of
all signatures of all parties other than the Company; (ii) the authenticity of
all documents submitted to us as originals and the conformity to authentic
originals of all documents submitted to us as certified or photostatic copies;
(iii) as to all parties other than the Company, the due authorization, execution
and delivery of all documents and the validity and enforceability thereof as
against all parties other than the Company; (iv) that each person other than the
Company who is a party to the Indenture, as defined in the Registration
Statement, and the Notes has full power, authority and legal right, under its
charter and other governing documents and the laws applicable to it, to perform
its respective obligations thereunder; (v) the due execution and authentication
of the Notes in accordance with the Indenture; (vi) that the Resolutions will
not be amended, altered or superseded prior to the issuance of the Notes; and
(vii) that no changes will occur in the applicable law or the pertinent facts
prior to the issuance of the Notes.
Based upon the foregoing and subject to the qualifications set forth in
this letter, we are of the opinion that the Notes are validly authorized and,
when (a) the pertinent provisions of the Securities Act and all relevant state
securities laws have been complied with and (b) the Notes have been delivered
against payment therefor as contemplated by the Registration Statement and the
Indenture, the Notes will be legally issued and binding obligations of the
Company, except that (i) the legality or binding nature thereof may be limited
or otherwise affected by bankruptcy, insolvency, reorganization, liquidation,
readjustment of debt, moratorium, equity of redemption or similar laws and/or
general principles of equity (regardless of whether applied in proceedings at
law or in equity) and (ii) rights of acceleration and the availability of
equitable remedies may be limited by equitable principles of general
applicability.
Our opinion is subject to the effect of, and we express no opinion as to
the application of, any applicable fraudulent conveyance, fraudulent transfer or
other similar law to the execution of the Indenture or the issuance of the
Notes. Also, we express no opinion as to the enforceability of the waiver of
stay and extension of usury laws in the Indenture.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this firm under the caption
"Legal Matters" in the prospectus included as part of the Registration
Statement. In giving this consent, we do not admit that we are within the
category of persons whose consent is required under Section 7 of the Securities
Act or under the rules and regulations of the Commission relating thereto.
Very truly yours,
/s/ ICE MILLER DONADIO & RYAN
EXHIBIT 23.01
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the inclusion in this Registration Statement on Form S-1 of
our report, which includes an emphasis of a matter explanatory paragraph
regarding the Company's liquidity, dated November 3, 1995 on our audits of the
financial statements of Haynes International, Inc. We also consent to the
reference to our firm under the caption "Experts."
/S/ COOPERS & LYBRAND L.L.P.
Fort Wayne, Indiana
August 19, 1996
