<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION ON JANUARY 9, 1997
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------
HUNTCO INC.
(Exact name of registrant as specified in its Charter)
Missouri 43-1643751
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
14323 South Outer Forty, Suite 600 N.
Town & Country, Missouri 63017
(Address of principal executive offices) (Zip Code)
HUNTCO INC. 1993 INCENTIVE STOCK PLAN
(As Amended and Restated in 1996)
(Full Title of the Plan)
--------------------
Robert J. Marischen,
Vice Chairman and Chief Financial Officer
Huntco Inc.
14323 South Outer Forty, Suite 600 N.
Town & Country, Missouri 63017
(Name and Address of Agent for Service)
(314) 878-0155
(Telephone Number, Including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
--------------------
<TABLE>
<CAPTION>
Proposed
Title of Proposed Maximum Maximum
Securities Amount to be Offering Price Aggregate Amount of
to be Registered Registered Per Share Offering Price Registration fee
- ---------------- ------------ ---------------- -------------- ----------------
<S> <C> <C> <C> <C>
Class A Common 150,000 $14.8125<F2> $2,221,875<F2> $673.30<F2>
Stock Shares<F1>
===============================================================================================================
<FN>
<F1> Plus such additional shares as may be issued by reason of
stock splits, stock dividends or similar transactions.
<F2> The proposed maximum offering price per share and maximum
aggregate offering price are estimated for the sole purpose
of calculating the amount of the registration fee with
respect to 150,000 shares of Class A Common Stock
potentially issuable upon the exercise of 150,000 stock
options, none of which options have yet been awarded. The
fee has been calculated in accordance with Rule 457(h)(1)
under the Securities Act of 1933. Accordingly, the maximum
offering price per share is based on the average of the high
and low sales prices of the Class A Common Stock on January 2,
1997 as reported by the New York Stock Exchange.
</TABLE>
The purpose of this Registration Statement on Form S-8 of
Huntco Inc. ("Huntco") is to register an additional 150,000
shares of Class A Common Stock of Huntco pursuant to the Huntco
Inc. 1993 Incentive Stock Plan (As Amended and Restated in 1996)
(the "Plan"). Pursuant to General Instruction E to Form S-8, the
contents of Huntco's Registration Statement on Form S-8 related
to the Plan, Registration No. 33-68488, filed on September 7,
1993, are incorporated herein by reference.
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
- --------------------------------------------------------
The following document filed with the Securities and Exchange
Commission is incorporated herein by reference:
(c) The description of Huntco's Class A Common Stock, $.01
par value, contained in Item 1 of Huntco's Registration Statement
on Form 8-A filed with the Commission on January 17, 1995.
Item 8. Exhibits.
- -----------------
See Exhibit Index on page II-5 hereof.
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, represent
a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if
the total dollar value of securities offered would not
exceed that which was registered) and any deviation from
the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than a
20% change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in the
effective 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;
II-1
<PAGE> 3
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the registration statement is on Form S-3, Form S-8
or Form F-3 and the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by the
registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by
reference in this 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.
(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 (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 being offered therein, and
the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
(h) 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.
II-2
<PAGE> 4
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 Town & Country, State of Missouri, on
January 8, 1997.
HUNTCO INC.
(Registrant)
By: /s/ Robert J. Marischen
-------------------------------
Robert J. Marischen
Vice Chairman and
Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints B. D. Hunter,
Robert J. Marischen and Terry J. Heinz and each of them (with
full power to each of them to act alone), his true and lawful
attorneys-in-fact and agents, 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 (including
post-effective amendments) 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 said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and
about the premises, 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 any of them, or their
substitutes, may lawfully do or cause to be done by virtue
hereof.
II-3
<PAGE> 5
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>
Signature Title Date
- --------- ----- ----
<C> <S> <C>
/s/ B. D. Hunter Chairman, Chief Executive 1/8/97
- ------------------------- Officer and Director
B. D. Hunter (Principal Executive Officer)
/s/ Robert J. Marischen Vice Chairman and Chief Financial 1/8/97
- ------------------------- Officer and Director (Principal
Robert J. Marischen Financial and Accounting Officer)
/s/ Terry J. Heinz President, Chief Operating Officer and 1/8/97
- ------------------------- Director
Terry J. Heinz
/s/ Donald E. Brandt Director 1/8/97
- -------------------------
Donald E. Brandt
/s/ James J. Gavin, Jr. Director 1/8/97
- -------------------------
James J. Gavin, Jr.
/s/ Michael M. McCarthy Director 1/8/97
- -------------------------
Michael M. McCarthy
</TABLE>
II-4
<PAGE> 6
<TABLE>
EXHIBIT INDEX
<CAPTION>
Exhibit
Number<F*>
- ----------
<C> <S>
5 Opinion of Peper, Martin, Jensen,
Maichel and Hetlage.
15 Not applicable.
23.1 Consent of Price Waterhouse LLP.
23.2 Consent of Peper, Martin, Jensen,
Maichel and Hetlage contained in Exhibit 5.
24 Power of Attorney contained on
Pages II-3 and II-4 hereof.
25 Not applicable.
27 Not applicable
28 Not applicable.
<FN>
<F*>Numbers correspond to document numbers in Exhibit Table of
Item 601 of Regulation S-K.
</TABLE>
II-5
<PAGE> 1
[Letterhead of Peper, Martin, Jensen, Maichel and Hetlage]
January 8, 1997
Huntco Inc.
Suite 600 N.
14323 South Outer Forty
Town and Country, Missouri 63017
RE: Huntco Inc. 1993 Incentive Stock Plan
(As Amended and Restated in 1996)
We are counsel for Huntco Inc., a Missouri corporation (the
"Company"), in connection with the registration under the
Securities Act of 1933, as amended, of 150,000 shares of Class A
Common Stock, $.01 per share par value, of the Company (the
"Shares"), to be issued under the Huntco Inc. 1993 Incentive
Stock Plan (As Amended and Restated in 1996) (the "Plan"). A
Registration Statement on Form S-8 (the "Registration Statement")
with respect to such Shares is being filed concurrently herewith
with the Securities and Exchange Commission.
As counsel, we have examined (a) the Plan, (b) copies of
the following resolutions: (i) resolutions adopted by the Board
of Directors of the Company at its regular meeting on December 5,
1996, (ii) resolutions adopted by the shareholders of the Company at
the annual meeting of shareholders held on September 12, 1996, (iii)
resolutions adopted by the Board of Directors of the Company by
unanimous written consent dated as of July 31, 1996, (iv) resolutions
adopted by the Board of Directors of the Company at its regular
meeting on June 6, 1996, (v) resolutions adopted by the Board of
Directors of the Company by unanimous written consent dated as of May
18, 1993, and (vi) resolutions adopted by the shareholders of the
Company by unanimous written consent dated as of May 18, 1993, all of
which resolutions have been certified by the Secretary of the Company,
(c) a Good Standing Certificate with respect to the Company
issued by the Secretary of State of Missouri on January 7, 1997
(the "Public Document"), (d) the Restated Articles of Incorporation
of the Company, and (e) the Bylaws of the Company, as amended
to date. We have relied, as to factual matters which affect our
opinion, on the Certificate of the Secretary of the Company
<PAGE> 2
Huntco Inc.
January 8, 1997
Page 2
dated January 8, 1997 and the Public Document. We have assumed the
genuineness of all signatures and the authenticity of all items
submitted to us as originals and the conformity with originals of all
items submitted to us as copies.
Based upon the foregoing, we are of the opinion that:
1. The Shares to be issued as described in the Plan are
duly and validly authorized.
2. When the Shares to be issued pursuant to the Plan are
issued by the Company in accordance with the provisions of the
Plan, such Shares will be duly and validly issued, fully paid and
nonassessable.
We hereby consent to the use of this opinion as Exhibit 5 of
the above-mentioned Registration Statement.
/s/ PEPER, MARTIN, JENSEN, MAICHEL AND HETLAGE
PEPER, MARTIN, JENSEN, MAICHEL and HETLAGE
CAA/SHT
<PAGE> 1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated May 22,
1996, which appears under Item 8 of Huntco Inc.'s Annual Report
on Form 10-K for the year ended April 30, 1996.
/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
St. Louis, Missouri
January 8, 1997
