<PAGE> 1
As filed with the Securities and Exchange Commission on May 5, 1997
Registration No. 33-
================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ALUMAX INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 13-2762395
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
5655 PEACHTREE PARKWAY
NORCROSS, GEORGIA 30092
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
1995 EMPLOYEE EQUITY OWNERSHIP PLAN
(FULL TITLE OF PLAN)
HELEN M. FEENEY
VICE PRESIDENT AND CORPORATE SECRETARY
ALUMAX INC.
5655 PEACHTREE PARKWAY
NORCROSS, GEORGIA 30092
(NAME AND ADDRESS OF AGENT FOR SERVICE)
(770) 246-5531
(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===========================================================================================
PROPOSED PROPOSED
MAXIMUM MAXIMUM
AMOUNT OFFERING AGGREGATE AMOUNT OF
TITLE OF SECURITIES TO BE PRICE PER OFFERING REGISTRATION
TO BE REGISTERED REGISTERED SHARE (1) PRICE (1) FEE
- -------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
COMMON STOCK, $.01 1,000,000 $36.3125 $36,312,500 $11,003.79
PAR VALUE PER SHARE SHARES
(INCLUDING RIGHTS)(2)
===========================================================================================
</TABLE>
(1) ESTIMATED SOLEY FOR THE PURPOSE OF CALCULATING THE REGISTRATION FEE. SUCH
ESTIMATE HAS BEEN COMPUTED IN ACCORDANCE WITH RULE 457(H) BASED UPON THE
AVERAGE OF THE HIGH AND LOW PRICE OF THE COMMON STOCK OF ALUMAX INC. AS REPORTED
ON THE NEW YORK STOCK EXCHANGE COMPOSITE TRANSACTIONS TAPE ON MAY 1, 1997.
(2) EACH SHARE OF COMMON STOCK HAS ONE RIGHT THAT, AT SPECIFIED TIMES AND IN
CERTAIN CIRCUMSTANCES, ENTITLES THE HOLDER THEREOF TO PURCHASE SECURITIES OF
ALUMAX INC. OR, IN CERTAIN CASES, OF CERTAIN OTHER ENTITIES.
<PAGE> 2
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION
Not required to be filed with this Registration Statement.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
Not required to be filed with this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, which have been heretofore filed with
the Securities and Exchange Commission (the "Commission") by the registrant,
Alumax Inc., a Delaware corporation (the "Registrant"), are incorporated by
reference in this Registration Statement:
(a) The Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1996;
(b) The description of the Common Stock contained in the
Registrant's Registration Statement on Form 8-A, dated September 24, 1993,
including any amendment or report filed with the Commission for purposes of
updating such description; and
(c) The description of the Stock Purchase Rights relating to
the Registrant's Common Stock (the "Rights") as set forth in the Registrant's
Registration Statement on Form 8-A, dated February 22, 1996.
<PAGE> 3
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended (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 herein and to be part hereof from the date of filing
of such documents. Any statement contained herein or 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 incorporated or 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
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The validity of the shares of Common Stock offered hereby and
of the related Rights will be passed upon for the Registrant by Sullivan &
Cromwell, New York, New York. In rendering their opinion regarding the validity
of the Rights, Sullivan & Cromwell will note that the question of whether the
Board of Directors of the Registrant might be required to redeem the Rights at
some future time will depend upon the facts and circumstances existing at that
time and, accordingly, is beyond the scope of such opinion. W. Loeber Landau, a
partner of Sullivan & Cromwell, is a Director of the Registrant. As of March 14,
1997, Mr. Landau beneficially owned 22,363 shares of Common Stock and held
options on 10,000 shares of Common Stock, all of which are currently
exercisable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Registrant is incorporated under the laws of the State of
Delaware. Section 145 of the Delaware General Corporation Law provides that a
Delaware corporation may indemnify any persons who are, or are threatened to be
made, parties 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 such corporation), by reason of the fact that
such person is or was an officer, director, employee or agent of another
corporation or enterprise. The indemnity may include 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, provided such person acted in good faith and in a manner he or she
reasonably believed to be in or not opposed to the corporation's best interests
and, with respect to any criminal action or proceeding, had no reasonable cause
to believe that his or her conduct was illegal. A Delaware corporation may also
indemnify any persons who are, or are threatened to be
<PAGE> 4
made, a party to any threatened, pending or completed action or suit by or in
the right of the corporation by reason of the fact that such person is or was a
director, officer, employee or agent of such corporation, or is or was serving
at the request of such corporation as a director, officer, employee or agent of
another corporation or enterprise. This indemnity may include expenses
(including attorneys' fees) actually and reasonably incurred by such person in
connection with the defense or settlement of such action or suit, provided such
person acted in good faith and in a manner he or she reasonably believed to be
in or not opposed to the corporation's best interests except that no
indemnification is permitted without judicial approval if the officer or
director is adjudged to be liable to the corporation. To the extent that an
officer, director, employee or agent is successful on the merits or otherwise in
the defense of any action referred to above, the corporation must indemnify him
or her against the expenses which such officer or director has actually and
reasonably incurred in connection with such defense.
The Registrant's By-laws provide for the indemnification of directors
and officers of the Registrant to the fullest extent permitted under Delaware
General Corporation Law as currently in effect or as the same may be amended.
Article IX of the Registrant's Restated Certificate of Incorporation provides
that the Registrant shall indemnify, and advance expenses to, its directors and
officers to the fullest extent permitted by law.
The Delaware General Corporation Law also provides that the Registrant
may maintain insurance to cover losses incurred pursuant to liability of
directors and officers of the Registrant, which insurance, if any, may cover
liabilities of directors and officers of the Registrant arising under the
Securities Act of 1933, as amended (the "Securities Act").
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
4.1 Restated Certificate of Incorporation of Alumax Inc.,
filed as Exhibit 3.01 to the Registrant's Annual
Report on Form 10-K for the fiscal year ended
December 31, 1993 and incorporated herein by
reference.
4.2 Restated By-laws of Alumax Inc., as amended on
September 5, 1996, filed as Exhibit 3.02 to the
Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1996 and incorporated
herein by reference.
4.3 Rights Agreement, dated as of February 22, 1996,
between Alumax Inc. and Chemical Mellon Shareholder
Services, L.L.C., as Right Agent, including as
Exhibit A the forms of Rights Certificate and
Election to Exercise and as Exhibit B the form of
Certificate of
<PAGE> 5
Designation and Terms of the Participating Preferred
Stock of Alumax Inc., filed as Exhibit 4 to the
Registrant's Current Report on Form 8-K, dated
February 22, 1996 and incorporated herein by
reference.
4.4 Form of Common Stock Certificate, filed as Exhibit
4.01 to the Company's Registration Statement on Form
S-1 (Commission File No. 33-69442) and incorporated
herein by reference.
5.1 Opinion of Sullivan & Cromwell regarding the legality
of the securities being registered.
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Sullivan & Cromwell (contained in Exhibit
5.1).
24.1 Power of Attorney.
ITEM 9. UNDERTAKINGS.
(a) The 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;
ii) To reflect in the prospectus any facts
or events arising after the effective date of this 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 this
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 and 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 percent
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 this
Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply
if the information required to be included in a post-effective amendment by
those paragraphs is
<PAGE> 6
contained in periodic reports filed with or furnished to the Commission by the
Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any
liability under the Securities Act, 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 hereby 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, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this 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 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 Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by Registrant of expenses
incurred or paid by a director, officer or controlling person of 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 Securities Act and will be governed by the final
adjudication of such issue.
<PAGE> 7
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 of 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 Norcross, State of Georgia, on May 5, 1997.
ALUMAX INC.
BY: /s/ Helen M. Feeney
--------------------------------
Helen M. Feeney
Vice President and
Corporate Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed on May 5, 1997, by the following persons
in the capacities indicated:
<TABLE>
<CAPTION>
Signature Capacity
--------- --------
<S> <C>
* Chairman, Chief Executive Officer and Director
- ------------------------------ (Principal Executive Officer)
Allen Born
* Director
- ------------------------------
J. Dennis Bonney
* Director
- ------------------------------
Harold Brown
* Director
- ------------------------------
L. Don Brown
* Director
- ------------------------------
Pierre Des Marais II
* Director
- ------------------------------
James C. Huntington, Jr.
* Director
- ------------------------------
W. Loeber Landau
* Director
- ------------------------------
Paul W. MacAvoy
* Director
- ------------------------------
Anne Wexler
* Executive Vice President and Chief Financial Officer
- ------------------------------ (Principal Financial Officer)
Lawrence B. Frost
* Vice President and Controller (Principal Accounting Officer)
- ------------------------------
Michael T. Vollkommer
</TABLE>
* By: /s/ Helen M. Feeney
--------------------------------
Helen M. Feeney
As Attorney-in-Fact for each of the persons indicated
<PAGE> 8
EXHIBIT INDEX
EXHIBITS.
4.1 Restated Certificate of Incorporation of Alumax Inc., filed as Exhibit
3.01 to the Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1993 and incorporated herein by reference.
4.2 Restated By-laws of Alumax Inc., as amended on September 5, 1996, filed
as Exhibit 3.02 to the Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1996 and incorporated herein by
reference.
4.3 Rights Agreement, dated as of February 22, 1996, between Alumax Inc.
and Chemical Mellon Shareholder Services L.L.C., as Rights Agent,
including as Exhibit A the forms of Rights Certificate and Election to
Exercise and as Exhibit B the form of Certificate of Designation and
Terms of the Participating Preferred Stock of Alumax Inc., filed as
Exhibit 4 to the Registrant's Current Report on Form 8-K, dated
February 22, 1996 and incorporated herein by reference.
4.4 Form of Common Stock Certificate, filed as Exhibit 4.01 to the
Company's Registration Statement on Form S-1 (Commission File No.
33-69442) and incorporated herein by reference.
5.1 Opinion of Sullivan & Cromwell regarding the legality of the securities
being registered.
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Sullivan & Cromwell (contained in Exhibit 5.1).
24.1 Power of Attorney.
<PAGE> 1
Exhibit 5.1
OPINION OF SULLIVAN & CROMWELL
May 5, 1997
Alumax Inc.,
5655 Peachtree Parkway
Norcross, Georgia 30092.
Dear Sirs:
In connection with the registration under the Securities Act
of 1933 (the "Act") of 1,000,000 shares (the "Securities") of Common Stock, par
value $.01 per share, of Alumax Inc., a Delaware corporation (the "Company"),
and 1,000,000 related stock purchase rights (the "Rights") to be issued pursuant
to the Rights Agreement, dated as of February 22, 1996 (the "Rights Agreement"),
between the Company and Chemical Mellon Shareholder Services, L.L.C., as Rights
Agent (the "Rights Agent"), we, as your counsel, have examined such corporate
records, certificates and other documents, and such questions of law, as we have
considered necessary or appropriate for the purposes of this opinion. Upon the
basis of such examination, we advise you that, in our opinion:
(1) When the registration statement relating to the Securities
and the Rights (the "Registration Statement") has become effective under the
Act, the terms of the issuance of the Securities have been duly established in
conformity with the Company's Restated Certificate of Incorporation so as not
to violate any applicable law or result in a default under or breach of any
agreement or instrument binding on the Company and so as to comply with any
requirement or restriction imposed by any court or governmental body having
jurisdiction over the Company, and the Securities have been duly issued as
<PAGE> 2
contemplated by the Registration Statement out of the Company's authorized and
unissued capital, the Securities will be validly issued, fully paid and
nonassessable.
(2) Assuming that the Rights Agreement has been duly authorized,
executed and delivered by the Rights Agent, then when the Registration Statement
has become effective under the Act and the Securities have been validly issued
as contemplated by the Registration Statement out of the Company's authorized
and unissued capital, the Rights attributable to the Securities will be validly
issued.
In connection with our opinion set forth in paragraph (2) above, we
note that the question whether the Board of Directors of the Company might be
required to redeem the Rights at some future time will depend upon the facts and
circumstances existing at that time and, accordingly, is beyond the scope of
such opinion.
The foregoing opinion is limited to the Federal laws of the United
States and the General Corporation Law of the State of Delaware, and we are
expressing no opinion as to the effect of the laws of any other jurisdiction.
We have relied as to certain matters on information obtained from
public officials, officers of the Company and other sources believed by us to be
responsible.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us under the heading "Interests
of Named Experts and Counsel" in the Registration Statement. In giving such
consent, we do not thereby admit that we are in the category of persons whose
consent is required under Section 7 of the Act.
Very truly yours,
SULLIVAN & CROMWELL
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this
registration statement of Alumax Inc. on Form S-8 of our report dated January
27, 1997, on our audits of the consolidated financial statements and financial
statement schedule of Alumax Inc. as of December 31, 1996 and 1995, and for the
years ended December 31, 1996, 1995 and 1994, which report is included in Alumax
Inc.'s Annual Report on Form 10-K for the year ended December 31, 1996.
COOPERS & LYBRAND L.L.P.
Atlanta, Georgia
May 5, 1997
<PAGE> 1
EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officers and
directors, individually and collectively, hereby constitute and appoint Helen M.
Feeney, Lawrence B. Frost and Michael T. Vollkommer, and each of them, their
true and lawful attorneys and agents to execute and deliver on behalf of any one
or more of them, in any one or more of their various capacities as officer or
director of the registrant, a registration statement covering shares of Alumax
Inc. Common Stock, par value $0.01 per share, issuable pursuant to the 1995
Employee Equity Ownership Plan, and any and all required amendments (including
post-effective amendments) and supplements thereto, for filing with the
Securities and Exchange Commission under the Securities Act of 1933, as amended,
the undersigned, and each of them, granting unto said attorneys 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, hereby
ratifying and confirming all that said attorneys and agents, and each of them,
shall lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, each of the undersigned has signed his or her name
hereto on the date set opposite his or her name.
September 5, 1996 /s/ Allen Born
--------------------------------------------------------------
Allen Born, as Chairman, Chief Executive Officer
and Director (Principal Executive Officer)
<PAGE> 2
September 5, 1996 /s/ Lawrence B. Frost
--------------------------------------------------------------
Lawrence B. Frost, as Senior Vice President,
Chief Financial Officer and Treasurer
(Principal Financial Officer)
September 5, 1996 /s/ Michael T. Vollkommer
--------------------------------------------------------------
Michael T. Vollkommer, as Vice President and Controller
(Principal Accounting Officer)
September 5, 1996 /s/ J. Dennis Bonney
--------------------------------------------------------------
J. Dennis Bonney, as Director
September 5, 1996 /s/ Harold Brown
--------------------------------------------------------------
Harold Brown, as Director
September 5, 1996 /s/ L. Don Brown
--------------------------------------------------------------
L. Don Brown, as Director
September 5, 1996 /s/ Pierre Des Marais II
--------------------------------------------------------------
Pierre Des Marais II, as Director
September 5, 1996 /s/ James C. Huntington, Jr.
--------------------------------------------------------------
James C. Huntington, Jr., as Director
September 5, 1996 /s/ W. Loeber Landau
--------------------------------------------------------------
W. Loeber Landau, as Director
September 5, 1996 /s/ Paul W. MacAvoy
--------------------------------------------------------------
Paul W. MacAvoy, as Director
September 5, 1996 /s/ Anne Wexler
--------------------------------------------------------------
Anne Wexler, as Director
