As filed with the Securities and Exchange Commission on May 28, 1998
File No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
____________________
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.O. BOX 1699
DEARBORN, MI 48121-1699
(313) 317-8900
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
ROUGE STEEL COMPANY 1998 STOCK INCENTIVE PLAN
(FULL TITLE OF PLANS)
Carl L. Valdiserri
Rouge Steel Company
3001 Miller Road
P.0 Box 1699
Dearborn, MI 48121-1699
(313) 317-8900
(Name, address and telephone number of agent for service)
COPIES TO:
Samuel M. Feder, Esq.
Rogers & Wells LLP
200 Park Avenue
New York, New York 10166
(212) 878-8000
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
TITLE OF SECURITIES AMOUNT TO BE PROPOSED MAXIMUM PROPOSED AMOUNT OF
TO BE REGISTERED REGISTERED(1) OFFERING PRICE MAXIMUM REGISTRATION FEE
PER SHARE (2) AGGREGATE
OFFERING PRICE(2)
<S> <C> <C> <C> <C>
Class A Common Stock,
$.01 par value 500,000(3) $13.875(4) $6,937,500 $2,046.57
</TABLE>
</FN>
(1) Plus such additional number of shares as may be required pursuant to
the Plan in the event of a stock dividend, stock split,
recapitalization or other similar change in the Common Stock.
(2) Calculated in accordance with Rule 457 under the Securities Act of
1933 (the "Securities Act") solely for purposes of calculating the
registration fee.
(3) Represents the maximum number of shares that have been reserved for
issuance upon exercise of qualified incentive stock options, non-
qualified stock options and stock appreciation rights and in
connection with stock awards and performance share awards, in each
case under the Rouge Steel Company 1998 Stock Incentive Plan.
(4) Pursuant to Rule 457(c) under the Securities Act, represents the
average of the high and low prices of the Common Stock on the New
York Stock Exchange on May 21, 1998.
<PAGE>
EXPLANATORY NOTE
This Registration Statement covers an aggregate of 500,000 shares of
common stock, $.01 par value per share (the "Common Stock"), of Rouge
Industries, Inc., a Delaware corporation (the "Company"), that have been
reserved by the Company for issuance upon exercise of qualified
incentive stock options, non-qualified stock options and stock
appreciation rights and in connection with restricted stock awards and
performance share awards, in each case under the Rouge Steel Company
1998 Stock Incentive Plan (the "Plan"). Pursuant to Rule 428
promulgated under the Securities Act, the Company will deliver a
prospectus meeting the requirements of Part I of Form S-8 to all
participants in the Plan.
1
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
-----------------------------------------------
The following documents are hereby incorporated by reference into
this Registration Statement:
(a) The Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1997 (the "Annual Report").
(b) All other reports filed with the Securities and
Exchange Commission pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), since the end of
the fiscal year covered by the documents referred to in the Annual
Report.
(c) The material in the section entitled "Description of
Registrant's Securities to be Registered" contained in (i) the
Registration Statement on Form 8-A (File No. 1-12852) of Rouge Steel
Company (predecessor of the Company) filed under Section 12 of the
Exchange Act and (ii) the Company's Registration Statement on Form 8-B
filed under Section 12 of the Exchange Act on July 21, 1997.
All documents subsequently 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 the securities offered hereby have been sold or which
deregisters all securities covered hereby then remaining unsold, shall
be deemed to be incorporated by reference herein and to be a part hereof
commencing on the respective dates on which such documents are filed.
Any statement contained in a document 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 herein modifies or supersedes such
statement. Any 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.
--------------------------------------
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
-----------------------------------------
The Amended and Restated By-Laws of the Company provide that any
director or officer of the Company shall be indemnified by the Company
against expenses, judgments, fines and amounts paid in settlement to the
full extent that officers and directors are permitted to be indemnified
by applicable law.
Reference is made to Section 145 of the Delaware General
Corporation Law which provides for indemnification of directors and
officers in certain circumstances.
The foregoing references are necessarily subject to the complete
text of the Amended and Restated By-Laws and the statute referred to
above and are qualified in their entirety by reference thereto.
The Company has an officers' and directors' liability insurance
policy which provides for specified coverage for certain liabilities
incurred by officers and directors in their capacities as such.
2
<PAGE>
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
-----------------------------------
Not applicable
ITEM 8. EXHIBITS.
--------
There are filed with the Registration Statement the following
exhibits:
3.1 Amended and Restated Certificate of Incorporation of
the Company, previously filed as Exhibit 3.1 to
Registration Statement on Form 8-B (the "Form 8-B"),
which is incorporated herein by reference.
3.2 Amended and Restated By-Laws of the Company,
previously filed as Exhibit 3.2 to the Form 8-B, which
is incorporated herein by reference.
5 Opinion of Rogers & Wells LLP.
15 Awareness Letter of Price Waterhouse LLP.
23.1 Consent of Price Waterhouse LLP.
23.2 Consent of Rogers & Wells LLP (included in Exhibit 5).
ITEM 9. UNDERTAKINGS.
------------
(a) The Company 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; and
(iii) to include any material information with
respect to the plan of distribution not
previously disclosed in this Registration
Statement or any material change to such
information in this Registration
Statement;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(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 with or
furnished to the Commission by the Company 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 herein, 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 Company 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 this Registration
Statement shall be deemed to be a new registration statement relating to
the securities offered herein, and the offering of such securities at
that time shall be deemed to be the initial BONA FIDE offering thereof.
3
<PAGE>
(c) 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 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.
4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Rouge
Industries, Inc. 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 Dearborn,
State of Michigan, on May 27, 1998.
ROUGE INDUSTRIES, INC.
By: /s/ CARL L. VALDISERRI
--------------------------
Name: Carl L. Valdiserri
Title: Chief Executive Officer and
Chairman of the Board
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Carl L. Valdiserri and Gary P.
Latendresse, and each of them, as his true and lawful attorneys-in-fact
and agents, with full powers of substitution and resubstitution and to
act without the other, 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, 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 for 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 his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
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 dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- -----
<S> <C> <C> <C>
/s/ CARL L. VALDISERRI Chief Executive Officer and
Carl L. Valdiserri Chairman of the Board May 27, 1998
/s/ LOUIS D. CAMINO President, Chief Operating Officer May 27, 1998
Louis D. Camino and Director
/s/ GARY P. LATENDRESSE Executive Vice President, Chief
Gary P. Latendresse Financial Officer and Director May 27, 1998
/s/ DOMINICK C. FANELLO
Dominick C. Fanello Director May 27, 1998
/s/ JOHN E. LOBBIA
John E. Lobbia Director May 27, 1998
/s/ PETER J. PESTILLO
Peter J. Pestillo Director May 27, 1998
/s/ CLAYTON P. SHANNON
Clayton P. Shannon Director May 27, 1998
</TABLE>
6
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NUMBER PAGE
- -------------- ----
<S> <C> <C> <C>
3.1 Amended and Restated Certificate of Incorporation of the Company,
previously filed as Exhibit 3.1 to Registration Statement on Form
8-B (the "Form 8-B"), which is incorporated herein by reference.
3.2 Amended and Restated By-Laws of the Company, previously filed as
Exhibit 3.2 to the Form 8-B, which is incorporated herein by
reference.
5 Opinion of Rogers & Wells LLP.
15 Awareness Letter of Price Waterhouse LLP.
23.1 Consent of Price Waterhouse LLP.
23.2 Consent of Rogers & Wells LLP (included in Exhibit 5).
</TABLE>
Exhibit 5
May 27, 1998
Rouge Industries, Inc.
3001 Miller Road
Dearborn, Michigan 48121
Ladies and Gentlemen:
We have acted as counsel to Rouge Industries, Inc., a Delaware corporation
(the "Company"), in connection with the preparation and filing of the
Company's Registration Statement on Form S-8 (the "Registration Statement")
with the Securities and Exchange Commission (the "Commission") covering an
aggregate of 500,000 shares (the "Shares") of class A common stock, $.01
par value per share (the "Common Stock"), of the Company that have been
reserved for issuance upon exercise of qualified incentive stock options,
non-qualified stock options and stock appreciation rights and in connection
with restricted stock awards and performance share awards, in each case
under the Rouge Steel Company 1998 Stock Incentive Plan (the "Plan").
In rendering this opinion, we have examined the Registration Statement
in the form to be filed with the Commission on or about the date hereof,
records of applicable corporate proceedings of the Company and such other
documents as we have deemed necessary as a basis for this opinion.
Based upon the foregoing, and such examination of law as we have deemed
necessary, we are of the opinion that, upon (i) the grant of Shares in
accordance with the Plan or the issuance of Shares in connection with the
exercise of stock options or stock appreciation rights granted under the
Plan and (ii) the delivery by the Company of such Shares, such Shares will
be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not admit that we are
within the category of persons whose consent is required under Section 7 of
the Securities Act of 1933 or the Rules and Regulations of the Commission
thereunder.
Very truly yours,
/s/ ROGERS & WELLS LLP
<PAGE>
EXHIBIT 15
May 27, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
We are aware that Rouge Industries, Inc. has incorporated by reference our
report dated April 20, 1998 (issued pursuant to the provisions of Statements
on Auditing Standards No. 71 and No. 42) in its Registration Statement on
Form S-8 to be filed on or about May 27, 1998. We are also aware of
our responsibilities under the Securities Act of 1993.
Yours very truly,
/s/ PRICE WATERHOUSE LLP
Price Waterhouse LLP
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 to be filed on or about May 27, 1998, of Rouge
Industries, Inc. of our report dated January 28, 1998, appearing on Page 29
of the Rouge Industries, Inc. Annual Report on Form 10-K for the year ended
December 31, 1997.
/s/ PRICE WATERHOUSE LLP
PRICE WATERHOUSE LLP
Bloomfield Hills, Michigan
May 27, 1998
