<PAGE>
As Filed with the Securities and Exchange Commission on May 26, 1995.
________________________________________________________________________
________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ACME METALS INCORPORATED
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C> <C>
DELAWARE 13500 SOUTH PERRY AVENUE 36-3802419
(State or other jurisdiction of RIVERDALE, ILLINOIS 60627 (I.R.S.employer
incorporation or organization) identification number)
(Address of Principal Executive Offices)
_________________
</TABLE>
ACME METALS INCORPORATED
1994 STOCK INCENTIVE PROGRAM
(Full title of the Plan)
__________________________________
EDWARD P. WEBER, JR.
VICE PRESIDENT, GENERAL COUNSEL
AND SECRETARY
ACME METALS INCORPORATED
13500 SOUTH PERRY AVENUE
RIVERDALE, ILLINOIS 60627
(Name and Address of Agent for Service)
_________________
(708)849-2500
(Telephone Number, Including Area Code, of Agent for Service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------------
PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM AMOUNT OF
TITLE OF SECURITIES TO BE OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED(1) PER SHARE(2) OFFERING PRICE(2) FEE
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $1.00 per
share. . . . . . . . . . . . . 400,000 $17.25 $6,900,000 $2,379.31
- ----------------------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------------
<FN>
(1) Shares of Common Stock which may be acquired pursuant to options available
for grant in the future ("Options") under the Acme Metals Incorporated 1994
Stock Incentive Program (the "Program").
(2) Determined pursuant to Rule 457(c) under the Securities Act of 1933 solely
for the purpose of calculating the registration fee based on the average of
the high and low prices for Acme Metals Incorporated Common Stock as
reported on the Nasdaq Stock Market on May 23, 1995.
</TABLE>
THIS REGISTRATION STATEMENT WILL BECOME EFFECTIVE IMMEDIATELY UPON FILING
PURSUANT TO RULE 462 OF THE SECURITIES AND EXCHANGE COMMISSION.
<PAGE>
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
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) Annual Report on Form 10-K for the year ended December 25, 1994.
(b) Quarterly Report on Form 10-Q for the Quarter ended March 26, 1995.
(c) Description of the Common Stock set forth in the Restated Certificate
of Incorporation of the Registrant, filed as Exhibit 3.1 to the Registrant's
Annual Report on Form 10-K for the year ended December 27, 1992 and incorporated
herein by reference, amending the description in Item 11 of the Form 10
Registration Statement of Acme Steel Company, the Registrant's predecessor,
filed pursuant to Section 12 of the Securities Exchange Act of 1934, with the
Securities and Exchange Commission on June 18, 1986.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act after the date hereof and 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 herein by reference 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 in this Registration
Statement modifies or supersedes such statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not Applicable.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL
Not Applicable.
1
<PAGE>
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law authorizes a court to award,
or a corporation's board of directors to grant, indemnity to directors and
officers in terms sufficiently broad to permit such indemnification under
certain circumstances for liabilities (including reimbursement of expenses
incurred) arising under the Securities Act of 1933. The Company's Certificate
of Incorporation and By-laws provide for indemnification of its directors,
officers and employees to the maximum extent permitted by the Delaware General
Corporation Law. In addition, the Company has Indemnification Agreements with
its officers and directors.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
The following exhibits are filed as part of this registration statement:
EXHIBIT DESCRIPTION
4. Instruments Defining the Rights of Security Holders
4.1 Restated Certificate of Incorporation of the Registrant (Filed
as Exhibit 3.1 to the Registrant's Annual Report on Form 10-K
for the fiscal year ended December 27, 1992 (the "1992 10-K")
and incorporated by reference herein)
4.2 Amended and Restated By-laws of the Registrant as adopted May
25, 1992 (Filed as Exhibit 3.2 to the 1992 10-K and
incorporated by reference herein)
4.3 Acme Metals Incorporated 1994 Stock Incentive Program
5. Opinion Regarding Legality
5.1 Opinion of Coffield Ungaretti and Harris
23. Consents of Experts and Counsel
23.1 Consent of Coffield Ungaretti and Harris (see Exhibit 5.1)
23.2 Consent of Price Waterhouse LLP
2
<PAGE>
ITEM 9. UNDERTAKINGS
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment of this registration statement 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;
(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; and
(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.
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 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report 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.
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.
3
<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 Village of Riverdale, State of Illinois, on this 26th
day of May, 1995.
ACME METALS INCORPORATED
By: /s/ B. W. H. Marsden
_____________________________
Brian W. H. Marsden
CHAIRMAN OF THE BOARD OF DIRECTORS
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 date indicated.
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
---------- ----- ----
<S> <C> <C>
/s/ B. W. H. Marsden
_____________________________ Director, Chairman of the Board of Directors and Chief May 26, 1995
Brian W. H. Marsden Executive Officer (Principal Executive Officer)
/s/ J. F. Williams
_____________________________ Vice President/Finance and Administration (Principal Financial May 26, 1995
Jerry F. Williams Officer)
/s/ S. D. Bennett
_____________________________ Director, President and Chief Operating Officer (Principal May 26, 1995
Stephen D. Bennett Operating Officer)
/s/ G. J. Pritz
_____________________________ Controller (Principal Accounting Officer) May 26, 1995
Gregory J. Pritz
/s/ C.J. Gauthier
_____________________________ Director May 26, 1995
C.J. Gauthier
/s/ Edward G. Jordan
_____________________________ Director May 26, 1995
Edward G. Jordan
/s/ Andrew R. Laidlaw
_____________________________ Director May 26, 1995
Andrew R. Laidlaw
/s/ F. A. LePage
_____________________________ Director May 26, 1995
Frank A. LePage
/s/ Reynold C. MacDonald
_____________________________ Director May 26, 1995
Reynold C. MacDonald
/s/ Julien L. McCall
_____________________________ Director May 26, 1995
Julien L. McCall
/s/ Carol O'Cleireacain
_____________________________ Director May 26, 1995
Carol O'Cleireacain
/s/ William P. Sovey
_____________________________ Director May 26, 1995
William P. Sovey
/s/ L. Frederick Sutherland
_____________________________ Director May 26, 1995
L. Frederick Sutherland
/s/ William R. Wilson
_____________________________ Director May 26, 1995
William R. Wilson
</TABLE>
4
<PAGE>
EXHIBIT 4.3
ACME METALS INCORPORATED
1994 STOCK INCENTIVE PROGRAM
1. PURPOSE
The purpose of the Acme Metals Incorporated 1994 Stock Incentive Program
(the "Program") is to attract and retain outstanding individuals as
officers and employees of Acme Metals Incorporated and its subsidiaries
(the "Company") and to furnish incentives to such persons to increase
profits by providing such persons opportunities to acquire shares of the
Company's common stock, $1 par value ("Common Stock"), or to receive
monetary payments, or both, on advantageous terms as herein provided.
2. DEFINITIONS
As used in the Program,
(a) The term "Appreciation Right" means a right granted pursuant to
Paragraph 8 of the Program.
(b) The term "Disinterested Persons" means persons who are "disinterested
persons" as that term is defined in Rule 16b-3, under Section 16 of
the Securities Exchange Act of 1934, as amended; and/or, as "outside
directors" under Section 162(m) of the Code and Regulations
promulgated thereunder.
(c) The term "Board" means those members of the Board of Directors of the
Company who are Disinterested Persons.
(d) The term "Code" means the Internal Revenue Code of 1986, as it may be
amended from time to time.
(e) The term "Committee" means the Compensation Committee of the Board, or
any successor thereof, consisting of at least three persons, all of
whom are directors of the Company and all of whom are Disinterested
Persons selected by the Board to administer the Program and serving at
the pleasure of the Board.
(f) The term "Date of Grant" means that date specified by the Committee on
which a grant of a Stock Option or Appreciation Right or a grant of a
Stock Award shall become effective (which date shall not be earlier
than the date on which the Committee takes action with respect
thereto).
(g) "Employee" shall mean any person, including an officer, who is
employed by the Company on a full-time basis and is compensated for
such employment by a regular salary.
(h) With respect to the grant of Stock Options and Appreciation Rights,
"Market Value per Share" means as to each share the average of the
high and low prices of the Common Stock on that date (or, if there are
no sales on that date, on the last preceding date on which there was a
reported sale) on the NASDAQ Over-the-Counter Markets, National Market
Issues, or The New York Stock Exchange Composite Transactions, as
reported in THE WALL STREET JOURNAL (corrected for reporting errors),
whichever is applicable upon such date.
<PAGE>
(i) The term "Participant" means an Employee to whom a Benefit has been
granted or awarded.
(j) The term "Optionee" means the optionee named in an agreement
evidencing an outstanding Stock Option.
(k) The term "Option Right" means the right to purchase one share of
Common Stock upon exercise of a Stock Option granted pursuant to
Paragraph 7 of the Program.
(l) The term "Spread" means the excess of the Market Value Per Share of
Common Stock on the date when an Appreciation Right is exercised or
deemed to be exercised over the option price provided for in the
related Option Right.
(m) The term "Stock Award" means an award of shares of Common Stock (and
accompanying cash award, if any) granted pursuant to Paragraph 9 of
the Program as to which any condition imposed thereon has not been
fulfilled or any limitation or restriction imposed thereon has not
lapsed.
(n) The term "Stock Option" means an option to purchase Common Stock
granted pursuant to Paragraph 7 of the Program.
(o) The term "Benefit" means the granting of an Appreciation Right, Option
Right, Stock Option, Stock Award, Restricted Stock or other
opportunities to acquire shares of Common Stock, or to receive
monetary payments, or both, on advantageous terms under the Program.
(p) The term "Subsidiary" means any corporation or other legal entity,
domestic or foreign, more than 50% of the voting securities of which
is owned or controlled, directly or indirectly, by the Company.
(q) The term "Restricted Stock" means an award of shares of Common Stock
granted pursuant to Paragraph 10 of the Program.
(r) The term "Year" means the fiscal year of the Company.
3. ADMINISTRATION
The Program shall be administered by the Committee; and the actions of the
Committee taken pursuant to the Program shall be subject to ratification by
the Board. No director eligible to receive Benefits shall vote upon the
granting of Benefits to himself.
The maximum number of Stock Options and/or Appreciation Rights which may be
awarded to any individual Participant in any three (3) year period during
the term of the Program, shall not exceed 75,000 options and/or rights.
-2-
<PAGE>
4. PARTICIPANTS
Participants in the Program consist of such officers or key employees of
the Company as the Committee in its sole discretion may designate from time
to time to receive Benefits hereunder. The Committee's designation of a
Participant in any year shall not require the Committee to designate such
persons to receive a Benefit in any other year, or, if so designated, to
receive the same type or amount of Benefit as in any other year, or as may
be received by any other Participant in any year. The Committee shall
consider such factors as it deems pertinent in selecting Participants and
in determining the type and amount of their respective Benefits, including
without limitation (i) the financial condition of the Company; (ii)
anticipated profits for the current or future years; (iii) contributions of
Participants to the profitability and development of the Company; (iv) the
adequacy of the other compensation of Participants.
5. TYPE OF BENEFITS
Benefits under the Program may be granted in any one or a combination of
(a) Stock Options, (b) Appreciation Rights, (c) Stock Awards and (d)
Restricted Stock, all as described below at Paragraphs 6-10 hereof.
6. SHARES RESERVED UNDER THE PROGRAM
There is hereby reserved for issuance under the Program an aggregate of
550,000 shares of Common Stock, subject to adjustment in accordance with
the provisions of Paragraph 16 hereof. Such shares may be shares of
original issuance or treasury shares or a combination thereof. The number
of shares issued hereunder as Stock Awards or Restricted Stock shall not
exceed 150,000, subject to adjustment in accordance with any adjustment
pursuant to Paragraph 16 hereof. If there is a lapse, expiration,
termination or cancellation of any Stock Option (otherwise than upon the
exercise of an Appreciation Right) or Appreciation Right prior to the
exercise thereof, or if shares are issued as a Stock Award or Restricted
Stock and thereafter are reacquired by the Company pursuant to rights
reserved upon issuance thereof, (other than in connection with the
satisfaction of a withholding obligation), such shares may again be used
for new Benefits authorized under the Program. Shares covered by any Stock
Option surrendered upon the exercise of an Appreciation Right shall not be
available for the granting of further Benefits.
7. STOCK OPTIONS
The Committee may, from time to time and upon such terms and conditions as
it may determine, authorize the granting to Participants of options to
purchase shares of Common Stock. Each such grant may utilize any or all of
the authorizations, and shall be subject to all of the limitations,
contained in the following provisions:
(a) Each grant shall specify the number of shares of Common Stock to which
it pertains;
(b) Each grant shall specify an option price per share not less than the
Market Value Per Share on the Date of Grant;
(c) Each grant shall specify that the option price shall be payable at the
time of exercise (i) in cash or by check acceptable to the Company,
(ii) by the transfer to the Company of shares of Common Stock having a
value at the time of exercise equal to the total option price, or
(iii) by a combination of such methods of payment;
-3-
<PAGE>
(d) Successive grants may be made to the same Participant whether or not
any Stock Options previously granted to such Participant remain
unexercised;
(e) Each grant shall specify the period or periods of continuous
employment by the Optionee with the Company which is necessary before
a Stock Option or any installment thereof will become exercisable;
(f) Stock Options granted under the Program may be either (i) options
which are incentive stock options ("ISOs") under Section 422 of the
Code; (ii) options which do not qualify as incentive stock options
under Section 422 of the Code ("nonstatutory options"); or (iii) a
combination of ISOs and nonstatutory options;
(g) No Stock Option shall be exercisable more than ten years from the Date
of Grant;
(h) Each grant of Stock Options shall be evidenced by an agreement
executed on behalf of the Company by any officer and delivered to the
Optionee and containing such terms and provisions, consistent with the
Program and the provisions of Section 16(b) of the Securities Exchange
Act of 1934, as amended, as the Committee may approve;
(i) In addition to any requirement set forth in the Code to assure that
ISOs qualify as incentive stock options under Section 422, ISOs
granted hereunder shall be subject to the following terms and
conditions;
(1) If an Optionee owns more than 10% of the total combined voting
power of all classes of outstanding shares of stock of the
Company or any of its subsidiaries or parent Companies (within
the meaning of Section 424(e) and 424(f) of the Code), then an
ISO granted under the Program to such Optionee shall, by its
terms, fix the exercise price to be at least 110% of the Market
Value Per Share on the Date of Grant of the ISO and such ISO
shall terminate (become non-exercisable) upon the expiration of
five years from the Date of Grant of such ISO;
(2) With respect to each Optionee, a grant will not qualify as an ISO
to the extent, as a result of such grant, the aggregate fair
market value of the Common Stock (determined on the Date of Grant
of each ISO) subject to one or more ISOs first exercisable in any
calendar year shall exceed $100,000.
8. APPRECIATION RIGHTS
The Committee may authorize the grant of Appreciation Rights in connection
with any nonstatutory option granted hereunder. An Appreciation Right
shall be a right of the Optionee, exercisable by surrender of the related
Option Right, to receive from the Company an amount which shall be
determined by the Committee and shall be expressed as a percentage of the
Spread (not exceeding 100%) at the time of exercise. Each such grant may
utilize any or all of the authorizations and shall be subject to all of the
limitations contained in the following provisions:
(a) Any grant may (i) when granted specify that the amount payable on
exercise of an Appreciation Right may be paid by the Company in cash,
in shares of Common Stock, or in any combination thereof, or (ii) may
either grant to the Optionee or retain in the Committee the right to
elect among those alternatives subsequent to the Date of Grant;
-4-
<PAGE>
(b) Any grant may specify that the amount payable on exercise of an
Appreciation Right (valuing shares of Common Stock for this purpose at
their Market Value Per Share at the date of exercise) may not exceed a
maximum specified by the Committee at the Date of Grant;
(c) Appreciation Rights may be exercised from time to time commencing on
the third business day following the release for publication, in at
least one of the ways specified in Rule 16b-3 under Section 16 of the
Securities Exchange Act of 1934, of quarterly or annual summary
statements of sales and earnings of the Company and ending on the
twelfth business day thereafter. Notwithstanding the foregoing, no
Appreciation Right may be exercised during the first six months of its
term, except that this limitation shall not apply in the event death
or disability of the Optionee occurs prior to the expiration of the
six-month period. In addition, no Appreciation Right may be exercised
except at a time when the related Option Right is exercisable;
(d) Each grant shall specify that the Committee may from time to time
amend, suspend or terminate the Appreciation Rights covered thereby
(provided that, in the case of an amendment, the amended Appreciation
Rights shall conform to the provisions of the Program) and shall not
increase the amount of such grant;
(e) In the event the grant of an Appreciation Right grants to the Optionee
the right to elect to receive cash in whole or in part in settlement
of the Appreciation Right, the Committee shall retain sole discretion
to approve such election, which approval or disapproval may be given
at any time after the Optionee's election to which it relates;
(f) Each grant of an Appreciation Right shall be evidenced by a
notification executed on behalf of the Company by an officer and
delivered to the Optionee, which notification shall describe such
Appreciation Right, identifying the related Option Right, state that
such Appreciation Right is subject to all the terms and conditions of
the Program, and contain such other terms and provisions, consistent
with the Program, as the Committee may approve.
9. STOCK AWARDS
The Committee may from time to time and upon such terms and conditions as
it may determine, authorize the granting to participants of Stock Awards.
A Stock Award shall be a right of the Participant to receive from the
Company a number of shares of Common Stock of the Company specified by the
Committee, without monetary consideration. Each grant may utilize any or
all of the authorizations, and shall be subject to all of the limitations
contained in the following provisions:
(a) Each such grant shall specify the number of shares of Common Stock to
which it relates;
(b) Each such grant shall be subject to such conditions, limitations,
restrictions and other matters and shall be subject to forfeiture or
lapse in such circumstances as the Committee may prescribe;
(c) Each such grant shall specify the time or times at which the Common
Stock covered by such grant shall be delivered to the Participant;
-5-
<PAGE>
(d) Any such grant may be accompanied by a cash award payable at such
times and in such amount (not exceeding 100% of the compensation
income recognized by the participant by reason of such grant for
federal, state and local income tax purposes) as the Committee by
determine;
(e) Each such grant shall specify that the Committee may at any time
amend, suspend or terminate the Stock Award (and accompanying cash
award, if any) covered thereby, provided that, in the case of an
amendment, the amended Stock Award (and accompanying cash award, if
any) shall conform to the provisions of the Program;
(f) Each grant of Stock Awards (and accompanying cash awards, if any)
shall be evidenced by a notification executed on behalf of the Company
by any officer and delivered to and accepted by the Participant, which
notification shall describe the Stock Award (and accompanying cash
award, if any), state that the same is subject to all of the terms and
conditions of the Program, and contain such other terms and
provisions, consistent with the Program, as the Committee may approve:
(g) For purposes of determining the value of any Stock Awards granted
hereunder, the value of such Stock Awards shall be based on the
average of the high and low prices on the date or dates on which the
Common Stock is delivered to the Participants pursuant to the terms of
their respective agreements relating to the Stock Awards or, if there
are no sales on that date, the last preceding date on which there was
a reported sale on the NASDAQ Over-the-Counter Markets, National
Market Issues, or The New York Stock Exchange Composite Transactions,
as reported in THE WALL STREET JOURNAL (corrected for reporting
errors), whichever is applicable upon such date.
10. RESTRICTED STOCK PURCHASE PLAN
The Committee is authorized to adopt a Restricted Stock Purchase Plan (the
"Plan") providing for the transfer of shares of Common Stock to officers
and other key employees of the Company at prices below the then current
fair market value of such shares in consideration for their services to the
Company and on terms and conditions which subject the Participant's
interests in such shares to a "substantial risk of forfeiture" within the
meaning of Section 83 of the Code. Shares transferred pursuant to such
restricted stock purchase plan shall be subject to such other restrictions,
limitations and conditions as may be required by said Plan or as the
Committee believes to be appropriate, including, without limitation,
restrictions on the sale or other disposition of such Common Stock and
rights of the Company to reacquire such Common Stock upon termination of
the Participant's employment within specified periods.
11. LIMITATION ON TRANSFERABILITY
No Stock Option, Appreciation Right or share of Common Stock subject to
forfeiture or other restriction of the kind described in Paragraph 9(b) or
in any Restricted Stock Purchase Plan adopted hereafter shall be
transferable otherwise than by will or the laws of descent and
distribution, and any such Benefit shall be exercisable during the lifetime
of the Participant to whom such Benefit has been granted only by the
Participant or by the Participant's guardian or legal representative, and
after such Participant's death shall be exercisable only by the
Participant's legal representative.
-6-
<PAGE>
12. OTHER PROVISIONS
The award of any Benefit under the Program may also be subject to other
provisions (whether or not applicable to the Benefit awarded to any other
Participant) as the Committee determines appropriate, including, without
limitation, restrictions on resale or other disposition, such provisions as
may be appropriate to comply with federal and state securities laws and
stock exchange requirements, and understandings or conditions as to the
Participant's employment in addition to those specifically provided for
under the Program.
13. MANNER OF ACTION BY THE COMPANY
The Secretary of the Company (or such other officer as the Chief Executive
Officer of the Company may from time to time designate) shall supervise the
maintenance of records for all Participants in the Program. Any
determination of such officer, if approved by the Board, shall be binding
and conclusive for all purposes.
14. WITHHOLDING OF TAXES
The Company shall deduct from any payment, or otherwise collect from the
Participant, any taxes required to be withheld by federal, state or local
governments in connection with any Benefit. The Participant may elect,
subject to approval by the Committee, to have shares withheld by the
Company in satisfaction of such taxes. With respect to Participants
subject to Section 16(b) of the Securities Exchange Act of 1934, an
election to have shares withheld must be irrevocably made at least six
months prior to the date that such taxes are determined with respect to any
such Benefit or be made or become effective during any ten-day period
beginning on the third business day after and ending on the twelfth
business day after a release for publication, in at least one of the
manners specified in Rule 16b-3 under Section 16 of the Securities Exchange
Act of 1934, of quarterly or annual sales and earnings of the Company, if
such period coincides with or is prior to the time that such taxes are
determined; provided, however, that no such election may be made with
respect to withholding occurring within six months of the Date of Grant of
the relevant Benefit. The number of shares to be withheld shall be
calculated by reference to the Market Value per share of the Common Stock
determined in accordance with Paragraph 2(g) on the date that such taxes
are determined. The Company shall give the person entitled to receive a
Benefit notice of the withholding obligation attributable to any amount
payable or shares deliverable under the Program as far in advance as
reasonably practicable, and the Company may defer making payment of
delivery if any such tax may be pending unless and until indemnified to its
satisfaction.
15. TENURE
A Participant's right, if any, to continue to serve the Company as an
officer or employee shall not be enlarged or otherwise affected by the
establishment of the Program or his designation as a Participant.
16. ADJUSTMENT PROVISIONS
(a) If the Company shall at any time change the number of issued shares of
Common Stock without new consideration to the Company (such as by
stock dividends, stock splits or stock combinations), the total number
of shares reserved for issuance under the Program and the number of
shares covered by each outstanding Benefit shall be adjusted so that
-7-
<PAGE>
the aggregate consideration payable to the Company and the value of
each such Benefit shall not be changed. Benefits may also contain
provisions for their continuation or for other equitable adjustments
after changes in the Common Stock resulting from reorganization, sale,
merger, consolidation or similar occurrence.
(b) Notwithstanding any other provision of the Program, and without
affecting the number of shares reserved or available hereunder, the
Committee may authorize the issuance or assumption of Benefits in
connection with any merger, consolidation, acquisition of property or
stock, or reorganization upon such terms and conditions as it may deem
appropriate.
17. AMENDMENT AND TERMINATION OF BENEFITS AND THE PROGRAM
(a) The Committee may terminate the Program at any time and may amend the
Program at any time or from time to time without obtaining any
approval from the Company's stockholders; except that the Program may
not be amended without the approval of the Company's stockholders to
(i) materially increase the aggregate number of shares issuable under
the Program (excepting adjustments pursuant to Section 16 hereof);
(ii) change the class of individuals eligible to receive Benefits; or
(iii) materially increase the Benefits accruing to Participants under
the Program. No benefit shall be granted pursuant to the Program more
than 10 years after the date of ratification and approval of the
Program by the stockholders of the Company.
(b) The Committee may, with concurrence of the affected Optionee, amend or
cancel any agreement evidencing Stock Options granted under this
Program. In the event of cancellation, the Committee may authorize
the granting of new Stock Options (which may or may not cover the same
number of shares which had been the subject of the prior agreement) in
such manner, at such option price, and subject to the same terms,
conditions and discretions, as under the Program would have been
applicable had the cancelled Stock Options not been granted.
(c) In case of termination of employment by reason of death, disability or
retirement under a retirement plan of the Company of a Participant who
holds a Stock Option or Appreciation Right not immediately exercisable
in full, or any Stock Award or Restricted Stock as to which any
condition, limitation, restriction or substantial risk of forfeiture
has not lapsed, the Committee may, in its sole discretion, accelerate
the time at which such Stock Option or Appreciation Right may be
exercised or the time at which such condition, limitation, restriction
or substantial risk of forfeiture will lapse.
18. EFFECTIVE DATE
The Program shall, subject to prior approval of the stockholders of the
Company, become effective on April 28, 1994.
-8-
<PAGE>
EXHIBIT 5.1
May 26, 1995
Acme Metals Incorporated
13500 S. Perry Avenue
Riverdale, Illinois 60627-1182
Ladies and Gentlemen:
We have acted as counsel to Acme Metals Incorporated, a Delaware corporation
(the "Company"), in connection with the preparation of the Registration
Statement on Form S-8 of the Company filed on May 26, 1995 (the "Registration
Statement"), relating to the registration under the Securities Act of 1933,
as amended (the "Securities Act") of 400,000 shares ("Shares") of the
Company's common stock, par value $1.00 per share (the "Common Stock"). The
Shares are to be offered and sold in connection with the Company's 1994 Stock
Incentive Program (the "Program").
In connection with the foregoing, we have examined:
a. the amended and restated Certificate of Incorporation and By-laws of
the Company;
b. certain resolutions adopted by the Company's Board of Directors;
c. the Program;
d. the Registration Statement; and
e. such other documents as we have deemed relevant for purposes of
rendering the opinions set forth herein, including certifications as
to certain matters of fact by responsible officers of the Company and
by governmental authorities.
We have assumed the authenticity of all documents submitted to us as originals
and the conformity to original documents of all documents submitted to us as
copies.
Based upon the foregoing, we are of the opinion that the Common Stock being
registered pursuant to the Registration Statement, when issued and sold pursuant
to the Program, will be duly authorized, validly issued, fully paid and non-
assessable.
<PAGE>
We are members of the Bar of the State of Illinois. Our opinion is limited to
the laws of the State of Illinois, the General Corporation Law of the State of
Delaware and the Federal laws of the United States of America.
We consent to the use of this opinion as an exhibit to the Registration
Statement. In giving such consent, we do not hereby admit that we are in the
category of persons whose consent is required under Section 7 of the Securities
Act.
Very truly yours,
/s/ Coffield Ungaretti & Harris
COFFIELD UNGARETTI & HARRIS
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in Part II of this
Registration Statement on Form S-8 of our report dated March 17, 1995 which
appears on page 33 of the Acme Metals Incorporated 1994 Annual Report
on Form 10-K for the year ended December 25, 1994.
/s/ Price Waterhouse LLP
Price Waterhouse LLP
May 26, 1995
Chicago, Illinois
