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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 17, 1997
REGISTRATION NO. ______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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MTL INC.
(Exact name of registrant as specified in its charter)
FLORIDA 59-3239073
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(State of Incorporation) (I.R.S. Employer Identification No.)
3108 CENTRAL DRIVE
PLANT CITY, FLORIDA 33567
(Address of Principal Executive Offices)
1994 INCENTIVE AND NON-STATUTORY STOCK OPTION PLAN
(Full title of the plan)
CHARLES J. O'BRIEN, JR., PRESIDENT
MTL INC.
3108 CENTRAL DRIVE
PLANT CITY, FLORIDA 33567
813/754-4725
(Name, Address, including Zip Code, and Telephone Number,
including Area Code, of Agent for Service)
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COPY TO:
WILLIAM J. SCHIFINO, ESQ.
SCHIFINO & FLEISCHER, P.A.
SUITE 2700
ONE TAMPA CITY CENTER
TAMPA, FLORIDA 33602
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CALCULATION OF REGISTRATION FEE
=======================================================================================================================
PROPOSED PROPOSED
MAXIMUM MAXIMUM
AMOUNT OFFERING AGGREGATE AMOUNT
TITLE OF TO BE PRICE OFFERING OF REGISTRATION
SECURITIES TO REGISTERED(1) PER SHARE(2) PRICE FEE (2)
BE REGISTERED
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<S> <C> <C> <C> <C>
COMMON STOCK, 400,000 SHS. $23.25 $9,300,000 $2,819
$.01 PAR VALUE
=======================================================================================================================
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(1) Pursuant to Rule 416, this Registration Statement also covers such
indeterminate number of additional shares as may hereinafter be offered or
issued to prevent dilution resulting from stock splits, stock dividends or
similar transactions effected without receipt of consideration as provided
by the Plan.
(2) Based on the closing price of the Company's shares on NASDAQ National
Market System on July 11, 1997.
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PART I
The purpose of this registration statement is to reflect an amendment
to the Company's 1994 Incentive and Non-Statutory Stock Option Plan (the "Plan")
increasing the number of shares covered by the Plan from 300,000 shares to
700,000 shares. On May 22, 1996 the shareholders approved an amendment to the
Company's plan to increase the number of shares covered from 300,000 to 500,000
and on May 16, 1997 further amended the plan to increase the number of shares
covered to 700,000.
The contents of the Registrant's earlier Registration Statement (File
No. 33-89096) are incorporated herein by reference. There has been no material
change in the disclosure requirements from that which was set forth in the
earlier Registration Statement.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits
5.0 Opinion of Schifino & Fleischer, P. A. as to the
legality of the securities being registered
10.1(a) Amendment to 1994 Incentive and Non-Statutory Stock
Option Plan dated May 22, 1996
10.1(b) Amendment to 1994 Incentive and Non-Statutory Stock
Option Plan dated May 16, 1997
23.1 Consent of Schifino & Fleischer, P.A. See Exhibit 5
23.2 Consent of Arthur Andersen LLP.
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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 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 Plant City and State of Florida, on the 14th day of
July, 1997.
MTL INC.
By: /s/ Charles O'Brien, Jr.
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Charles J. O'Brien, Jr., President
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.
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Signature Title Date
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/s/ Charles O'Brien, Jr. Director and July 14, 1997
- ----------------------------------- Chief Executive Officer
Charles J. O'Brien, Jr.
/s/ Richard J. Brandewie Chief Financial and Accounting July 14, 1997
- --------------------------------- Officer
Richard J. Brandewie
/s/ Elton E. "Buzz" Babbitt Director July 14, 1997
- --------------------------------
Elton E. "Buzz" Babbitt
Director
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John B. Bowron
/s/ Donald W. Burton Director July 14, 1997
- ---------------------------------
Donald W. Burton
Director
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Gerald L. McCullough
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SCHIFINO & FLEISCHER, P.A.
ATTORNEYS AT LAW
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<S> <C> <C>
WILLIAM J. SCHIFINO TELEPHONE: (813)223-1535 ONE TAMPA CITY CENTER
FRANK N. FLEISCHER TELECOPIER: (813)223-3070 201 NORTH FRANKLIN STREET
CYNTHIA C. ELLIS INTERNET: [email protected] SUITE 2700
TAMPA, FLORIDA 33602
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July 14, 1997
Exhibit 5
MTL Inc.
3108 Central Drive
Plant City, Florida 33567
Re: Form S-8 Registration
Gentlemen:
We are acting as counsel for MTL Inc., a Florida corporation (the
"Company"), in connection with the proposed offer by the Company of up to an
additional 400,000 shares of the Company's Common Stock (the "Shares) pursuant
to the Company's 1994 Incentive and Non-Statutory Stock Option Plan (the
"Plan"). Such offering of shares is covered by a prospectus forming a part of
the Company's Registration Statement on Form S-8, being filed with the
Securities and Exchange Commission. We are rendering this opinion as of the date
hereof.
We have examined, among other things, the Certificate of Incorporation
and By-Laws, as amended, of the Company, the records of corporate proceedings of
the Company which have occurred prior to the date hereof with respect to such
offering, the Registration Statement, the Plan and such other documents and
representations as we deemed necessary in order to render the opinion expressed
herein.
Based upon the foregoing, it is our opinion that the Shares have been
legally authorized for issuance and, upon the issuance and delivery thereof in
accordance with the provisions of the Plan, and as set forth in the Registration
Statement, will be legally issued, fully paid and non-assessable.
We hereby consent to the statements with respect to us in connection
with the filing of this opinion as an exhibit to the Registration Statement.
Very truly yours,
/s/ William J. Schifino
William J. Schifino
For the Association
WJS/amh
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EXHIBIT 10.1(A)
AMENDMENT TO MTL INC.
1994 INCENTIVE AND NON-STATUTORY
STOCK OPTION PLAN
The Board of Directors and its shareholders have approved the following
amendment to the Company's 1994 Incentive and Non-Statutory Stock Option Plan:
SECTION 2 - STOCK
2.1 Shares Subject to Plan. The stock subject to the
options granted under the Plan shall be shares of the
Company's authorized but unissued common stock, par value $.01
per share ("Common Stock"). The total number of shares that
may be issued pursuant to options granted under the Plan shall
not exceed an aggregate of 500,000 shares of Common Stock
Date: May 22, 1996
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EXHIBIT 10.1(B)
AMENDMENT TO MTL INC.
1994 INCENTIVE AND NON-STATUTORY
STOCK OPTION PLAN
The Board of Directors and its shareholders have approved the following
amendment to the Company's 1994 Incentive and Non-Statutory Stock Option Plan:
SECTION 2 - STOCK
2.1 Shares Subject to Plan. The stock subject to the
options granted under the Plan shall be shares of the
Company's authorized but unissued common stock, par value $.01
per share ("Common Stock"). The total number of shares that
may be issued pursuant to options granted under the Plan shall
not exceed an aggregate of 700,000 shares of Common Stock
Date: May 16, 1997
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EXHIBIT 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
As independent certified public accountants, we hereby consent to the
incorporation by reference in this Form S-8 of our report dated February
27, 1997, included in the Company's Form 10-K for the year ended December
31, 1996, and to all references to our firm included in this Form S-8.
Arthur Andersen LLP
Tampa, Florida,
July 7, 1997
