AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 13, 1998
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Maverick Tube Corporation
(Exact name of registrant as specified in its charter)
Delaware 43-1455766
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
400 Chesterfield Center, Second Floor
Chesterfield, Missouri 63017
(Address of Principal Executive Offices) (Zip Code)
The Maverick Tube Corporation 1994 Stock Option Plan
The Maverick Tube Corporation Director Stock Option Plan
(Full title of each of the Plans)
Gregg M. Eisenberg
President and Chief Executive Officer
Maverick Tube Corporation
400 Chesterfield Center, Second Floor
Chesterfield, Missouri 63017
(Name and address of agent for service)
(314) 537-1314
(Telephone number, including area code,
of agent for service)
Copies of all correspondence to:
Robert H. Wexler, Esq.
Gallop, Johnson & Neuman, L.C.
Interco Corporate Tower
101 South Hanley Road, Suite 1600
St. Louis, Missouri 63105
CALCULATION OF REGISTRATION FEE
Title of Proposed Proposed
securities Amount maximum maximum Amount of
to be to be offering price aggregate registration
registered registered(1) per share(2) offering price fee
- ---------- ---------- --------- -------------- -----------
Common Stock 550,000 $16.00 $8,800,000 $2,596
$.01 par
(1) Represents maximum number of additional shares of Common Stock (400,000)
available for issuance under the Maverick Tube Corporation 1994 Stock
Option Plan and the maximum number of additional shares of Common Stock
(150,000) available for issuance under the Maverick Tube Corporation
Director Stock Option Plan. The Registrant previously filed with the
Securities and Exchange Commission on February 15, 1995, a Registration
Statement on Form S-8 (Reg. No. 33-89526) relating to securities offered
under such Plans.
(2) Estimated solely for the purpose of calculating the registration fee.
Such estimate has been calculated in accordance with Rule 457(h) under
the Securities Act of 1933, and is based upon the average of the high
and low prices per share of the Registrant's Common Stock as reported on
the NASDAQ National Market System on May 11, 1997.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
The Registrant previously filed with the Securities and Exchange
Commission on February 15, 1995, a registration statement on Form S-8 (Reg. No.
33-89526) relating to securities offered under the Maverick Tube Corporation
1994 Stock Option Plan and the Maverick Tube Corporation Director Stock Option
Plan (the "Option Plans S-8"). The contents of the Option Plans S-8, including
exhibits thereto, are incorporated herein by reference, except to the extent
superseded or modified by the specific information set forth below or the
specific exhibits attached hereto.
Item 3. Incorporation of Documents by Reference
The following documents filed by the Registrant with the Securities and
Exchange Commission are incorporated herein by reference:
(a) The Registrant's annual report filed on Form 10-K for the fiscal
year ended September 30, 1997 pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act");
(b) The Registrant's quarterly reports filed on Form 10-Q for the
quarters ended December 31, 1997 and March 31, 1998, pursuant to Section 13 or
15(d) of the Exchange Act;
(c) The description of the Registrant's common stock which is contained
in the Registrant's registration statement filed on October 31, 1990 by the
Registrant on Form 8-A under Section 12 of the Exchange Act, including any
amendment or report filed for the purpose of updating such description;
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all such 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 by reference herein and filed prior to the
filing hereof shall be deemed to be modified or superseded for purposes of this
registration statement to the extent that a statement contained herein modifies
or supersedes such statement, and any statement contained herein or in any other
document 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 in any other subsequently filed document which also is
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.
II-1
<PAGE>
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 County of St. Louis, State of Missouri, on May 12, 1998.
MAVERICK TUBE CORPORATION
By: /s/ Gregg M. Eisenberg
Gregg M. Eisenberg
President and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Maverick Tube Corporation,
hereby severally and individually constitute and appoint Gregg M. Eisenberg the
true and lawful attorney and agent of each of us to execute in the name, place
and stead of each of us (individually and in any capacity stated below) any and
all amendments to this Registration Statement on Form S-8 and all instruments
necessary or advisable in connection therewith and to file the same with the
Securities and Exchange Commission, the said attorney and agent to have the
power to act with or without the other and to have full power and authority to
do and perform in the name and on behalf of each of the undersigned every act
whatsoever necessary or advisable to be done in the premises as fully and to all
intents and purposes as any of the undersigned might or could do in person, and
we hereby ratify and confirm our signatures as they may be signed by our said
attorney and agent to any and all such amendments and instruments.
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.
<PAGE>
Name Title Date
- ---- ----- ----
/s/ Gregg M. Eisenberg Chairman of the Board May 12, 1998
- ---------------------------- and President and Chief
Gregg M. Eisenberg Executive Officer
(principal executive
officer)
/s/ Pamela G. Boone Corporate Controller May 12, 1998
- ---------------------------- (principal accounting
Pamela G. Boone officer)
/s/ William E. McCauley Director May 12, 1998
- ----------------------------
William E. McCauley
/s/ David H. Kennedy Director May 12, 1998
- ----------------------------
David H. Kennedy
/s/ Robert Bunch Director May 12, 1998
- ----------------------------
Robert Bunch
/s/ C. Adams Moore Director May 12, 1998
- ----------------------------
C. Adams Moore
/s/ Wayne Mang Director May 12, 1998
- ----------------------------
Wayne Mang
/s/ John Fox Director May 12, 1998
- ----------------------------
John Fox
<PAGE>
FORM S-8
MAVERICK TUBE CORPORATION
EXHIBIT INDEX
Exhibit
Number Description Page
- ------ ----------- ----
5.1 Opinion of Gallop, Johnson & Neuman, L.C.,
filed herewith.
10.1 Maverick Tube Corporation 1994 Stock Option Plan,
incorporated by reference to Exhibit 10.17 to the
Registrant's Annual Report on Form 10-K for the
fiscal year ended September 30, 1994.
10.2 Maverick Tube Corporation Director Stock Option Plan,
incorporated by reference to Exhibit 10.18 to the
Registrant's Annual Report on Form 10-K for the
fiscal year ended September 30, 1994.
10.3 First Amendment to Maverick Tube Corporation Director
Stock Option Plan, incorporated by reference to
Exhibit 10.24 to the Registrant's Annual Report on
Form 10-K for the fiscal year ended September 30,
1996.
10.4 First Amendment to Maverick Tube Corporation 1994
Stock Option Plan, filed herewith.
23.1 Consent of Ernst & Young LLP, independent auditors,
filed herewith.
23.2 Consent of Gallop, Johnson & Neuman, L.C. (included
in Exhibit 5.1).
24.1 Power of Attorney (included on signature page of the
registration statement).
EXHIBIT 5.1
GALLOP, JOHNSON & NEUMAN, L.C.
101 S. Hanley
St. Louis, Missouri 63105
May 13, 1998
Board of Directors
Maverick Tube Corporation
400 Chesterfield Center, Second Floor
Chesterfield, Missouri 63017
Re: Registration Statement on Form S-8
The Maverick Tube Corporation 1994 Stock Option Plan
The Maverick Tube Corporation Director Stock Option Plan
Gentlemen:
We have served as counsel to Maverick Tube Corporation (the "Company")
in connection with the various legal matters relating to the filing of a
registration statement on Form S-8 (the "Registration Statement") under the
Securities Act of 1933, as amended, and the Rules and Regulations promulgated
thereunder, relating to 475,000 shares of common stock of the Company, par value
$.01 per share (the "Shares"), reserved for issuance in accordance with The
Maverick Tube Corporation 1994 Stock Option Plan and The Maverick Tube
Corporation Director Stock Option Plan (the "Plans").
We have examined such corporate records of the Company, such laws and
such other information as we have deemed relevant, including the Company's
Amended and Restated Certificate of Incorporation, and Amended and Restated
Bylaws, certain resolutions adopted by the Board of Directors of the Company
relating to the Plans and certificates received from state officials and from
officers of the Company. In delivering this opinion, we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals, the conformity to the originals of all documents submitted to us
as certified, photostatic or conformed copies, and the correctness of all
statements submitted to us by officers of the Company.
Based upon the foregoing, the undersigned is of the opinion that:
1. The Company is a corporation duly incorporated, validly existing
and in good standing under the laws of the State of Delaware.
2. The Common Stock being offered by the Company, if issued in
accordance with the Plans, will be validly issued and outstanding
and will be fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and to the use of our name in the Registration Statement. We also
consent to your filing copies of this opinion as an exhibit to the Registration
Statement with agencies of such states as you deem necessary in the course of
complying with the laws of such states regarding the issuance of the Shares
pursuant to the Plans.
Very truly yours,
/s/ GALLOP, JOHNSON & NEUMAN, L.C.
GALLOP, JOHNSON & NEUMAN, L.C.
EXHIBIT 10.4
FIRST AMENDMENT TO
MAVERICK TUBE CORPORATION
1994 STOCK OPTION PLAN
THIS FIRST AMENDMENT TO THE MAVERICK TUBE CORPORATION 1994 STOCK OPTION
PLAN ("First Amendment") is adopted as of this 22nd day of July, 1997.
WHEREAS, Maverick Tube Corporation, a Delaware corporation
("Maverick") has established the Maverick Tube Corporation 1994 Stock Option
Plan (the "Plan") dated November 16, 1994;
WHEREAS, Section IX of the Plan provides, among other things, that the
Board of Directors of Maverick (the "Board") may amend the Plan, subject to
certain conditions; and
WHEREAS, the Board believes that it would be in the best interest of
Maverick to amend the Plan as provided herein.
NOW, THEREFORE, the Plan is hereby amended as follows:
1. The first sentence of Section V of the Plan is hereby deleted in
its entirety and the following substituted in lieu thereof:
"Subject to the adjustment as provided in Article
VII, the aggregate number of shares which may be issued
pursuant to the exercise of Options granted under the Plan
shall not exceed 1,000,000."
2. All references in the Plan to "the Plan" shall be deemed to include
this First Amendment from and after the date the First Amendment is adopted.
IN WITNESS WHEREOF, this First Amendment has been duly executed by
authority of the Board as of the day and year first above written.
MAVERICK TUBE CORPORATION
/s/ Gregg M. Eisenberg
By: Gregg M. Eisenberg
Title: President and Chief Executive Officer
EXHIBIT 23.1
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement (Form
S-8 No. 333-XXXXX) pertaining to the Maverick Tube Corporation 1994 Stock Option
Plan and the Maverick Tube Corporation Director Stock Option Plan of Maverick
Tube Corporation and to the incorporation by reference therein of our report
dated October 29, 1997, with respect to the consolidated financial statements of
Maverick Tube Corporation incorporated by reference in its Annual Report (Form
10-K) for the year ended September 30, 1997 and the related financial statement
schedule included therein, filed with the Securities and Exchange Commission.
Ernst & Young LLP
St. Louis, Missouri
May 6, 1998
