<PAGE> 1
As filed with the Securities and Exchange Commission on July 31, 1997.
File No. 33-88518
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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ROUGE INDUSTRIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 38-3340770
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
3001 MILLER ROAD
P.0 BOX 1699
DEARBORN, MI 48121-1699
(313) 390-6877
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
ROUGE STEEL COMPANY STOCK INCENTIVE PLAN
ROUGE STEEL COMPANY OUTSIDE DIRECTOR EQUITY PLAN
(FULL TITLE OF PLANS)
Carl L. Valdiserri
Rouge Steel Company
3001 Miller Road
P.0 Box 1699
Dearborn, MI 48121-1699
(313) 390-6877
(Name, address and telephone number of agent for service)
Copy to:
Samuel M. Feder, Esq.
Rogers & Wells
200 Park Avenue
New York, New York 10166
(212) 878-8000
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POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8
This post-effective amendment is being filed pursuant to Rule 414
under the Securities Act of 1933, as amended (the "Securities Act"), to reflect
the adoption by Rouge Steel Company, a Delaware corporation ("Rouge Steel"), of
a holding company form of organizational structure. The holding company
organizational structure was effected pursuant to an Agreement and Plan of
Merger (the "Merger Agreement") among Rouge Steel, Rouge Industries, Inc., a
Delaware corporation (the "Registrant") and Rouge Merger Sub, Inc., a Delaware
corporation and wholly-owned subsidiary of the Registrant ("Merger Sub"). The
Merger Agreement provides for, among other things, the merger (the "Merger") of
Rouge Steel with and into Merger Sub, with Rouge Steel as the surviving
corporation. Pursuant to Section 251(g) of the General Corporation Law of the
State of Delaware, stockholder approval of the Merger was not required.
As a result of the Merger, which was consummated at 11:59 p.m. on
July 30, 1997, Rouge Steel became a direct wholly-owned subsidiary of the
Registrant. Each share of class A common stock, par value $.01 per share, of
Rouge Steel issued and outstanding was converted into and exchanged for one
share of class A common stock, par value $.01 per share, of the Registrant and
each share of class B common stock, par value $.01 per share, of Rouge Steel
issued and outstanding was converted into and exchanged for one share of class
B common stock, par value $.01 per share, of the Registrant. Additionally, the
sponsor of the Plans shall be the Registrant rather than Rouge Steel.
In accordance with Rule 414 under the Securities Act, the Registrant,
as the successor issuer to Rouge Steel, hereby expressly adopts this
registration statement as its own for all purposes of the Securities Act and
the Securities Exchange Act of 1934, as amended. The Rouge Steel Company Stock
Incentive Plan and the Rouge Steel Company Outside Director Equity Plan to
which this registration statement relates (the "Plans") shall continue to be
known as the Rouge Steel Company Stock Incentive Plan and the Rouge Steel
Company Outside Director Equity Plan. Subsequent to the holding company
reorganization, the Plans will continue to cover employees or directors, as the
case may be, of Rouge Steel. However, awards issued in accordance with the
Plans shall be shares of stock, and options to purchase shares of stock, of the
Registrant rather than shares of stock, and options to purchase shares of
stock, of Rouge Steel. Additionally, the sponsor of the Plans shall be the
Registrant rather than Rouge Steel.
The applicable registration fees were paid at the time of the original
filing of this registration statement.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, 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 amendment to the registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Dearborn, State
of Michigan, on this 21st day of July, 1997.
ROUGE INDUSTRIES, INC.
By: /s/ Carl L. Valdiserri
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Name: Carl L. Valdiserri
Title: Chief Executive Officer and
Chairman of the Board
<PAGE> 4
Pursuant to the requirements of the Securities Act of 1933, as
amended, this amendment to the registration statement has been signed by the
following persons in the capacities indicated with respect to Rouge Industries,
Inc., on this 21st day of July, 1997.
<TABLE>
<CAPTION>
Signature Title
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<S> <C>
/s/ Carl L. Valdiserri Chief Executive Officer and Chairman of the Board
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Carl L. Valdiserri
/s/ Louis D. Camino President, Chief Operating Officer and Director
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Louis D. Camino
/s/ Gary P. Latendresse Vice President, Chief Financial Officer and Director (Principal Financial and
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Gary P. Latendresse Accounting Officer)
/s/ Dominick C. Fanello Director
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Dominick C. Fanello
/s/ John E. Lobbia Director
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John E. Lobbia
/s/ Peter J. Pestillo Director
-------------------------------
Peter J. Pestillo
/s/ Clayton P. Shannon Director
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Clayton P. Shannon
</TABLE>
