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Previous: WORLD INVESTMENT SERIES INC, NSAR-B, 1999-01-29 |
Next: CATALYST VIDALIA ACQUISITION CORP/NY, U-3A-2, 1999-01-29 |
<PAGE> 1
REGISTRATION NO.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
COLD METAL PRODUCTS, INC.
--------------------------------------------------
(EXACT NAME OF ISSUER AS SPECIFIED IN ITS CHARTER)
New York 16-1144965
-------- ----------
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification Number)
8526 South Avenue
Youngstown, Ohio 44514
----------------------
(Address of Principal Executive Office) (Zip Code)
COLD METAL PRODUCTS, INC.
1994 INCENTIVE PROGRAM
----------------------
(Full title of the Plan)
-----------------------
JOHN E. SLOE
Vice President and Chief Financial Officer
Cold Metal Products, Inc.
8526 South Avenue
Youngstown, Ohio 44514
----------------------
(Name and address of agent for service)
(330) 758-1194
--------------
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===================================================================================================================
Title of Securities Amount to be Proposed Proposed Amount of
to be Registered Registered Maximum offering Maximum Registration Fee
price per share aggregate offering
price(1)
===================================================================================================================
<C> <C> <C> <C> <C>
Common Shares
$.01 par value 359,100 $3.125 $1,122,188 $ 312
<FN>
- --------
1 Estimated soley for the purpose of calculating the
registration fee pursuant to Rule 457(c) and 457(h) under the
Securities Act of 1933 based on the average of the high and
low prices of Cold Metal Products, Inc. shares on January 25,
1999 , as reported by the New York Stock Exchange - Composite
Transactions Reporting System.
</TABLE>
Page 1 of 6
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
The contents of the Registrant's earlier registration statement on Form
S-8 for the 1994 Incentive Program, File No. 33-82818, are incorporated herein
by reference.
ITEM 3. Incorporation of Certain Documents by Reference
- ------- -----------------------------------------------
The following documents are incorporated herein by reference:
(1) The Registrant's latest Annual Report on Form 10-K for fiscal
year ended March 31, 1998, file number 1-12870.
(2) All other reports filed pursuant to Sections 13(a) or 15(d) of
the Securities Exchange Act of 1934 (the "1934 Act") since the
end of the fiscal year covered by the foregoing Annual Report.
(3) The description of the Registrant's common stock, contained
under the headings "Dividend Policy" on page 8,
"Capitalization" on page 10, and "Description of Capital
Stock" on page 33 of the Prospectus to the Registrant's Form
S-1 Registration Statement, Registration No. 33-74986, filed
with the Commission on February 4, 1994 and Note 2 to Notes to
Consolidated Financial Statements on page F-8 of such
Prospectus, and any amendments or reports filed for the
purpose of updating such description.
All documents subsequently filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the 1934 Act, prior to the filing of a post-effective
amendment which indicates that all securities offered pursuant to the 1994
Incentive Program have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part thereof from the date of filing of such
documents.
Page 2 of 6
<PAGE> 3
ITEM 8. Exhibits
- ------- --------
Exhibit Index
- -------------
Exhibit No. Exhibit Description Location
- ----------- ------- ----------- --------
(5) Opinion re legality Opinion of Cohen Page 5
Swados Wright Hanifin
Bradford & Brett, LLP
(23)(i) Consents of experts Consent of Deloitte Page 6
and counsel & Touche, Cleveland,
Ohio to the
incorporation by
reference of their
report dated May
8,1998 which appears
on page 15 of the
Registrant's Annual
Report on Form 10-K
for the year ended
March 31, 1998 (File
No. 1-12870)
Page 3 of 6
<PAGE> 4
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
this registrant certifies that it has reasonable grounds to believe that i 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 Youngstown, State of Ohio, on this 25th day of
January, 1999.
COLD METAL PRODUCTS, INC.
(registrant)
By: s/ Raymond P. Torok
-------------------------------------
Raymond P. Torok, President and
Chief Executive Officer
Title Date
----- ----
s/ Raymond P. Torok President, Chief Executive January 25, 1999
- ------------------------ Officer and Director
Raymond P. Torok (Principal Executive Officer)
s/ John E. Sloe Vice President, Treasurer and January 25, 1999
- ------------------------ Chief Financial Officer
John E. Sloe (Principal Financial Officer
and Accounting Officer)
s/ Heidi A. Nauleau Chairman of the Board January 25, 1999
- ------------------------
Heidi A. Nauleau
s/ R. Quintus Anderson Director January 25, 1999
- ------------------------
R. Quintus Anderson
s/ Gordon A. Wilber Director January 25, 1999
- ------------------------
Gordon A. Wilber
s/ Wilbur J. Berner Director January 25, 1999
- ------------------------
Wilbur J. Berner
s/ Claude F. Kronk Director January 25, 1999
- ------------------------
Claude F. Kronk
s/ Robert D. Neary Director January 25, 1999
- ------------------------
Robert D. Neary
s/ Edwin H. Gott, Jr. Director January 25, 1999
- ------------------------
Edwin H. Gott, Jr.
s/ Peter B. Sullivan Director January 25, 1999
- ------------------------
Peter B. Sullivan
Page 4 of 6
<PAGE> 1
LAW OFFICES OF
COHEN SWADOS WRIGHT HANIFIN BRADFORD & BRETT, LLP
SEVENTY NIAGARA STREET
BUFFALO, NEW YORK 14202-3467
(716) 856-4600
FAX (716) 856-5228
January 25, 1999
THOMAS J. HANIFIN PAUL P. COHEN (1896-1971)
HILARY P. BRADFORD PRESTON L. WRIGHT, JR. (1923-1982)
JAY E. BRETT
F. HARRIS NICHOLS -----
DOUGLAS G. KIRKPATRICK
JOHN P. DEE NIAGARA FALLS OFFICE
JANE F. CLEMENS 256 THIRD STREET--PO BOX 846
EUGENE A. RUDZINSKI* NIAGARA FALLS, N.Y. 14303-0846
LAURENCE B. OPPENHEIMER* (716) 285-6981
LARRY KERMAN FAX (716) 285-6983
GREGORY T. IVANCIC
ROBERT W. PATTERSON -----
ROBERT P. HEARY
IAN A. BRADFORD *ADMITTED ALSO IN FLORIDA
PATRICK L. EMMERLING
KIM M. SOLAR -----
E-MAIL ADDRESS:
[email protected]
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street N.W.
Washington D.C. 20549
This firm is counsel to Cold Metal Products, Inc. (the "Company") in
connection with the filing by the Company with the United States Securities and
Exchange Commission of a Registration Statement on Form S-8 registering under
the Securities Act of 1933 the sale of 359,100 shares of the Company's Common
Stock (herein, the "Shares") to be originally issued by the Company pursuant to
its 1994 Incentive Program, an employee benefit plan. We have examined and are
familiar with the Registration Statement, the Certificate of Incorporation of
the Company and all amendments thereto and restatements thereof, the By-laws of
the Company as amended and restated and the Company's 1994 Incentive Program. In
addition, we have examined certificates of public officials and made such other
and further investigations as we believe necessary to express an informed
opinion on the matters set forth below.
Based on the foregoing, we are of the opinion that:
1. The Company is duly incorporated, validly existing and in good
standing under the laws of the State of New York.
2. The Shares to be issued and sold by the Company, when issued and
sold in the manner contemplated by the Registration Statement,
will be legally and validly issued, fully paid and non
assessable.
We consent to the filing of this Opinion with the Registration
statement and the use of our name therein.
Very truly yours,
COHEN SWADOS WRIGHT HANIFIN
BRADFORD & BRETT
By s/Douglas G. Kirkpatrick
Douglas G. Kirkpatrick
Page 5 of 6
<PAGE> 1
Exhibit No. 23(i)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of Cold Metal Products, Inc., on Form S-8 of our report dated May 8,
1998 appearing in the Annual Report on Form 10-K of Cold Metal Products, Inc.
for the year ended March 31, 1998.
s/ Deloitte & Touche
------------------------------------
Deloitte & Touche
Cleveland, Ohio
January 25, 1999
Page 6 of 6
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