<PAGE>1
As filed with the Securities and Exchange Commission on November 1, 1996
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MARTIN MARIETTA MATERIALS, INC.
(Exact name of registrant as specified in its charter)
North Carolina 56-1848578
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
2710 Wycliff Road
Raleigh, NC 27607-3033
(Address of Principal Executive Office)
Martin Marietta Materials, Inc. Common Stock Purchase Plan for Directors
Martin Marietta Materials, Inc. Performance Sharing Plan
Martin Marietta Materials, Inc. Savings and Investment Plan for Hourly Employees
(Full title of the plans)
Bruce A. Deerson, Esq.
Vice President, Secretary and General Counsel
Martin Marietta Materials, Inc.
2710 Wycliff Road
Raleigh, NC 27607-3033
(919) 781-4550
(Name, address and telephone number,
including area code, of agent for service)
COPY TO:
John S. D'Alimonte, Esq.
Michael A. Schwartz, Esq.
Willkie Farr & Gallagher
One Citicorp Center
153 East 53rd Street
New York, NY 10022
(212) 821-8000
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered (1) per share (2) price (2) fee
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$0.01 par
value per share 2,050,000 $24.8125 $50,865,625 $15,413.83
</TABLE>
(1) Represents the shares of common stock of Martin Marietta Materials, Inc.
issuable pursuant to the Martin Marietta Materials, Inc. Common Stock
Purchase Plan for Directors (the "Directors Plan"), the Martin Marietta
Materials, Inc. Performance Sharing Plan (the "Performance Plan") and the
Martin Marietta Materials, Inc. Savings and Investment Plan for Hourly
Employees (the "Savings Plan")(the Performance Plan and the Savings Plan
are collectively referred to herein as the "401(k) Plans"). In addition,
pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the
"Securities Act"), this registration statement on Form S-8 (the
"Registration Statement") also covers an indeterminate amount of interests
to be offered or sold pursuant to the 401(k) Plans.
(2) Estimated solely for calculating the amount of the registration fee,
pursuant to Rule 457(h) under the Securities Act.
<PAGE>2
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, filed with the Securities and Exchange
Commission (the "Commission") by Martin Marietta Materials, Inc., a North
Carolina corporation (the "Company") are incorporated by reference into the
Registration Statement:
(a) The Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1995, filed pursuant to the Securities
Exchange Act of 1934 (the "Exchange Act");
(b) The Company's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1996 and June 30, 1996, filed
pursuant to the Exchange Act;
(c) The Company's Current Report on Form 8-K, filed
October 25, 1996, pursuant to the Exchange Act; and
(d) The description of the common stock of the Company, par
value $0.01 per share (the "Common Stock"), contained in the
Company's registration statement on Form S-1 (file No.
33-72648) filed on December 15, 1993 pursuant to the
Securities Act, as amended by Amendment No. 1 filed on Form
S-1 on January 21, 1994, Amendment No. 2 filed on Form S-1 on
January 27, 1994, Amendment No. 3 filed on Form S-1 on
February 2, 1994 and Amendment No. 4 filed on Form S-1 on
February 17, 1994.
In addition, all documents filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent
to the date of the Registration Statement and prior to the filing of a
post-effective amendment which indicates that all the securities offered hereby
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 the filing of such documents with the Commission.
Item 4. DESCRIPTION OF SECURITIES
Inapplicable
<PAGE>3
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Inapplicable
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 55-2-02 of the North Carolina Business Corporation Act
("NCBCA") enables a corporation in its articles of incorporation to eliminate or
limit, with certain exceptions, the personal liability of a director for
monetary damages for breach of duty as a director. No such provision is
effective to eliminate or limit a director's liability for (i) acts or omissions
that the director at the time of the breach knew or believed to be clearly in
conflict with the best interests of the corporation, (ii) improper distributions
described in Section 55-8-33 of the NCBCA, (iii) any transaction from which the
director derived an improper personal benefit, or (iv) acts or omissions
occurring prior to the date the exculpatory provision became effective. The
Company's Articles of Incorporation limit the personal liability of its
directors to the fullest extent permitted by the NCBCA.
Sections 55-8-50 through 55-8-58 of the NCBCA permit a corporation to
indemnify its directors, officers, employees or agents under either or both a
statutory or nonstatutory scheme of indemnification. Under the statutory scheme,
a corporation may, with certain exceptions, indemnify a director, officer,
employee or agent of the corporation who was, is or is threatened to be made, a
party to any threatened, pending or completed legal action, suit or proceeding,
whether civil, criminal, administrative, or investigative, because of the fact
that such person was a director, officer, agent or employee of the corporation,
or is or was serving at the bequest of such corporation as a director, officer,
employee or agent of another corporation or enterprise. This indemnity may
include the obligation to pay any judgment, settlement, penalty, fine (including
an excise tax assessed with respect to an employee benefit plan) and reasonable
expenses incurred in connection with a proceeding (including counsel fees), but
no such indemnification may be granted unless such director, officer, agent or
employee (i) conducted himself in good faith, (ii) reasonably believed (1) that
any action taken in his official capacity with the corporation was in the best
interest of the corporation or (2) that in all other cases his conduct at least
was not opposed to the corporation's best interest, and (iii) in the case of any
criminal proceeding, had not reasonable cause to believe his conduct was
unlawful. Whether a director has met the requisite standard of conduct for the
type of indemnification set forth above is determined by the board of directors,
a committee of directors, special legal counsel or the shareholders in
accordance with Section 55-8-55. A corporation may not indemnify a director
under the statutory scheme in connection with a proceeding by or in the right of
the corporation in which the
<PAGE>4
director was adjudged liable to the corporation or in connection with a
proceeding in which a director was adjudged liable on the basis of having
received an improper personal benefit.
In addition to, and notwithstanding the conditions of and limitations
on indemnification described above under the statutory scheme, Section 55-8-57
of the NCBCA permits a corporation to indemnify or agree to indemnify any of its
directors, officers, employees or agents against liability and expenses
(including attorneys' fees) in any proceeding (including proceedings brought by
or on behalf of the corporation) arising out of their status as such or their
activities in such capacities, except for any liabilities or expenses incurred
on account of activities that were, at the time taken, known or believed by the
person to be clearly in conflict with the best interests of the corporation.
Because the Company's Bylaws provide for indemnification to the fullest extent
permitted under the NCBCA, the Company may indemnify its directors, officers and
employees in accordance with either the statutory or the nonstatutory standard.
Sections 55-8-52 and 55-8-56 of the NCBCA requires a corporation,
unless its articles of incorporation provide otherwise, to indemnify a director
or officer who has been wholly successful on the merits or otherwise in the
defense of any proceeding to which such director or officer was, or was
threatened to be made, a party. Unless prohibited by the articles of
incorporation, a director or officer also may make application and obtain
court-ordered indemnification if the court determines that such director or
officer is fairly and reasonably entitled to such indemnification as provided in
Section 55-8-54 and 55-8-56.
Additionally, Section 55-8-57 of the NCBCA authorizes a corporation to
purchase and maintain insurance on behalf of an individual who is or was a
director, officer, employee or agent of the corporation against certain
liabilities incurred by such persons, whether or not the corporation is
otherwise authorized by the NCBCA to indemnify such party. The Company's
directors and officers are currently covered under directors' and officers'
insurance policies maintained by Lockheed Martin Corporation which will
indemnify such persons against certain liabilities arising from acts or
omissions in the discharge of their duties. Such insurance policies provide $185
million coverage for liabilities, including liabilities for alleged violation of
securities laws.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Inapplicable
<PAGE>5
Item 8. EXHIBITS
Exhibit No.
4.1 Specimen Common Stock Certificate (incorporated by reference
to Exhibit 4.01 to the Martin Marietta Materials, Inc. Annual
Report on Form 10-K for the fiscal year ended December 31,
1994.)
4.2 Rights Agreement, dated as of October 21, 1996, between Martin
Marietta Materials, Inc., a North Carolina corporation, and
First Union National Bank of North Carolina, a North Carolina
corporation (incorporated by reference to Exhibit 1 to the
Martin Marietta Materials, Inc. Registration Statement on Form
8-A, filed October 21, 1996.)
5. Opinion of Willkie Farr & Gallagher, relating to the legality
of securities issuable under the Directors Plan.
23.1 Consent of Ernst & Young LLP, Independent Auditors for Martin
Marietta Materials, Inc. and consolidated subsidiaries.
23.2 Consent of KPMG Peat Marwick LLP, Independent Auditors for
Dravo Basic Materials Company, Inc. and subsidiaries.
23.3 Consent of Willkie Farr & Gallagher (contained in Exhibit 5).
24. Power of Attorney (reference is made to the signature page).
The Company hereby undertakes to submit the 401(k) Plans and any
amendments thereto to the Internal Revenue Service in a timely manner and will
make all changes required by the IRS in order to qualify the 401(k) Plans.
Item 9. UNDERTAKINGS
1. The undersigned registrant hereby undertakes:
(a) To file, during any period in which offers or sales are
being made, a post-effective amendment to the Registration Statement:
(i) to include any prospectus required by Section 10(a)(3)
of the Securities Act;
<PAGE>6
(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;
(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;
provided, however, that paragraphs (a)(i) and (a)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Company pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement.
(b) 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.
(c) 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.
2. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the Company's
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act
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.
3. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
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 the Company of expenses incurred or paid
by a director, officer or controlling person of the Company 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
Company will, unless in the
<PAGE>7
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>8
SIGNATURES
Pursuant to the requirements of the Securities Act, the
Company 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 Raleigh, State of North Carolina, on the 30th day of
October, 1996.
MARTIN MARIETTA MATERIALS, INC.
By: /s/ Bruce A. Deerson
Bruce A. Deerson
Vice-President, Secretary,
and General Counsel
Pursuant to the requirements of the Securities Act, the
Benefit Plan Committee, the administrative committee of the Performance Sharing
Plan, has duly caused this Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Raleigh, State of
North Carolina, on the 30th day of October, 1996.
MARTIN MARIETTA MATERIALS, INC. PERFORMANCE
SHARING PLAN
BY: MARTIN MARIETTA MATERIALS, INC. as plan
administrator
BY: THE BENEFIT PLAN COMMITTEE, acting on behalf
of the plan administrator
BY: /s/ Bruce A. Deerson
A member of the Benefit Plan Committee
<PAGE>9
Pursuant to the requirements of the Securities Act, the
Benefit Plan Committee, the administrative committee of the Savings Plan, has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Raleigh, State of North
Carolina, on the 30th day of October, 1996.
MARTIN MARIETTA MATERIALS, INC. SAVINGS AND INVESTMENT
PLAN FOR HOURLY EMPLOYEES
BY: MARTIN MARIETTA MATERIALS, INC. as plan
administrator
BY: THE BENEFIT PLAN COMMITTEE, acting on behalf of
the plan administrator
BY: /s/ Bruce A. Deerson
A member of the Benefit Plan Committee
<PAGE>10
POWERS OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each of the undersigned officers
and directors of the Company hereby severally constitutes and appoints Bruce A.
Deerson and Roselyn R. Bar and each of them, their true and lawful
attorneys-in-fact for the undersigned, in any and all capacities, each with full
power of substitution, to sign any and all amendments to this Registration
Statement (including post-effective amendments), and to file the same with
exhibits thereto and other documents in connection therewith, with the
Commission, granting unto said attorneys-in-fact, 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 each said attorney-in-fact, or any of them, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Marcus C. Bennett Chairman of the Board Oct. 28, 1996
Marcus C. Bennett
/s/ Stephen P. Zelnak, Jr. Vice-Chairman of the Board, President Oct. 28, 1996
Stephen P. Zelnak, Jr. and Chief Executive Officer
/s/ Janice K. Henry Vice President, Chief Financial Oct. 28, 1996
Janice K. Henry Officer, and Treasurer
/s/ Edward D. Miles Vice President, Controller and Chief Oct. 28, 1996
Edward D. Miles Accounting Officer
/s/ Richard G. Adamson Director Oct. 25, 1996
Richard G. Adamson
/s/ Bobby F. Leonard Director Oct. 25, 1996
Bobby F. Leonard
/s/ Frank H. Menaker, Jr. Director Oct. 28, 1996
Frank H. Menaker, Jr.
</TABLE>
<PAGE>11
<TABLE>
<S> <C> <C>
/s/ James M. Reed
James M. Reed Director Oct. 28, 1996
/s/ William B. Sansom
William B. Sansom Director Oct. 28, 1996
</TABLE>
<PAGE>12
INDEX TO EXHIBITS
Exhibit No.
- ----------
5. Opinion of Willkie Farr & Gallagher relating to the legality
of securities issuable under the Directors Plan.
23.1 Consent of Ernst & Young LLP, Independent Auditors for Martin
Marietta Materials, Inc. and consolidated subsidiaries.
23.2 Consent of KPMG Peat Marwick LLP, Independent Auditors for
Dravo Basic Materials Company, Inc. and subsidiaries.
23.3 Consent of Willkie Farr & Gallagher (contained in Exhibit 5).
24 Powers of Attorney (included on signature page).
<PAGE>1
WILLKIE FARR & GALLAGHER
One Citicorp Center
153 East 53rd Street
New York, NY 10022-4677
Tel. 212-821-8000
Fax 212-821-8111
November 1, 1996
Martin Marietta Materials, Inc.
2710 Wycliff Road
Raleigh, North Carolina 27607
Ladies and Gentlemen:
We have acted as counsel to Martin Marietta Materials, Inc., a corporation
organized under the laws of the State of North Carolina (the "Company"), in
connection with the preparation of a registration statement on Form S-8
(Registration No. 333-______) (the "Registration Statement"), relating to the
50,000 shares of common stock, par value $0.01 per share, of the Company (the
"Shares"), issuable pursuant to the Martin Marietta Materials, Inc. Common
Stock Purchase Plan for Directors (the "Plan").
We have examined copies of the Restated Articles of Incorporation and By-Laws
of the Company, as amended, the Registration Statement, resolutions adopted by
the Company's Board of Directors and all other records and documents relating
to both the issuance of the Shares and the adoption of the Plan by the
Company. We have also examined such other documents, papers, statutes and
authorities as we have deemed necessary to form a basis for the opinion
hereinafter expressed.
In our examination, we have assumed the genuineness of all signatures and the
conformity to original documents of all copies submitted to us. As to various
questions of fact material to our opinion, we have relied on statements and
certificates of officers and representatives of the Company and public
officials.
We are members of the bar of the State of New York and express no opinion as
to the laws of any jurisdiction other than the State of New York and the
federal law of the United States. As to matters governed by North Carolina
law, we have relied solely upon the opinion of Robinson, Bradshaw & Hinson,
P.A., a copy of which is enclosed herewith.
<PAGE>2
Based on the foregoing, we are of the opinion that the Shares, when duly
issued in accordance with the terms of the Plan, will be duly authorized and
validly issued and will be fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not hereby admit that we
come within the category of persons whose consent is required under Section 7
of the Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission thereunder.
Very truly yours,
/s/ Willkie Farr & Gallagher
191962
<PAGE>1
ROBINSON, BRADSHAW & HINSON, P.A.
ATTORNEYS AT LAW
101 NORTH TRYON STREET, SUITE 1900
CHARLOTTE, NORTH CAROLINA 28246-1900
TELEPHONE (704) 377-2536
Stephen M. Lynch
(704) 377-8355
Suite 600
P.O. Drawer 12070
Rock Hill, S.C. 29731
Telephone (803) 325-2900
Fax (803) 325-2929 November 1, 1996
Martin Marietta Materials, Inc.
2710 Wycliff Road
Raleigh, North Carolina 27607
Attention: Mr. Stephen P. Zelnak, Jr.
Re: Martin Marietta Materials, Inc.
Registration Statement on Form S-8
Ladies and Gentlemen:
We have served as North Carolina counsel to Martin Marietta
Materials, Inc., a North Carolina corporation (the "Company"), and are
providing this opinion letter to you at your request in connection with the
preparation and filing by the Company, with the Securities and Exchange
Commission, of a registration statement on Form S-8 (the "Registration
Statement") relating to the offer and sale of up to 50,000 shares of the
Company's common stock, $0.01 par value per share (the "Shares"), pursuant to
the Martin Marietta Materials, Inc. Common Stock Purchase Plan for Directors
(the "Plan"). A copy of this opinion letter is also being provided to Willkie
Farr & Gallagher, counsel assisting you in the preparation of the Registration
Statement, with the understanding that Willkie Farr & Gallagher will rely upon
this opinion letter in providing its opinion to be filed as an exhibit to the
Registration Statement.
We have examined the Plan, the Registration Statement, the Restated
Articles of Incorporation and bylaws of the Company, an excerpt from the
minutes of a meeting of the Company's Board of Directors relating to the
authorization, issuance and sale of the Shares, a certificate of an officer of
the Company as to the occurrence of certain conditions to the effectiveness of
the Plan and such other documents and records as we have deemed necessary in
order to enable us to render this opinion.
<PAGE>2
Based on the foregoing, and subject to the conditions set forth
below, we are of the opinion that the Shares, when issued in accordance with
the terms and conditions of the Plan, will be duly authorized and validly
issued and will be fully paid and nonassessable.
The opinions express herein are contingent upon the Company's
Restated Articles of Incorporation not being further amended prior to the
issuance of any Shares after the date hereof in any manner that would affect
the matters addressed herein.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not hereby admit that we
come within the category of persons whose consent is required under Section 7
of the Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission thereunder.
Sincerely yours,
ROBINSON, BRADSHAW &
HINSON, P.A.
/s/ Stephen M. Lynch
Stephen M. Lynch
SML
cc: Willkie Farr & Gallagher
Attention: Michael A. Schwartz
<PAGE>1
EXHIBIT 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8 No. 333-00000) pertaining to the Martin Marietta Materials, Inc. Common
Stock Purchase Plan for Directors, Martin Marietta Materials, Martin Marietta
Materials, Inc. Performance Sharing Plan, and the Martin Marietta Materials,
Inc. Savings and Investment Plan for Hourly Employees of our reports dated
January 23, 1996, with respect to the consolidated financial statements of
Martin Marietta Materials, Inc. incorporated by reference in its Annual Report
(Form 10-K) for the year ended December 31, 1995 and the related financial
statement schedule included therein, filed with the Securities and Exchange
Commission.
/s/ Ernst & Young LLP
Ernst & Young LLP
October 28, 1996
Raleigh, North Carolina
<PAGE>1
EXHIBIT 23.2
The Board of Directors
Dravo Basic Materials Company, Inc.
We consent to the incorporation by reference in the registration statement on
Form S-8 of Martin Marietta Materials, Inc. of our reports dated February 16,
1994, except as to note 11 which is as of January 5, 1995, with respect to the
consolidated balance sheets of Dravo Basic Materials Company, Inc. and
subsidiaries as of December 31, 1993 and 1992, and the related consolidated
statements of operations, shareholder's equity and cash flows for the years then
ended, and February 10, 1995, with respect to the consolidated balance sheet of
Dravo Basic Materials Company, Inc. and subsidiaries as of December 29, 1994,
and the related consolidated statements of operations, shareholder's equity, and
cash flows for the period from January 1, 1994 to December 29, 1994, which
reports appear in Forms 8-K and 8-K/A of Martin Marietta Materials, Inc. dated
January 3, 1995. Our reports refer to changes in the methods of accounting for
postretirement benefits other than pensions and income taxes prescribed by
Statements of Financial Accounting Standards Nos. 106 and 109, respectively, in
1993 and in the method of accounting for post-employment benefits prescribed by
Statement of Financial Accounting Standards No.
112 in 1994.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
New Orleans, Louisiana
October 28, 1996
