<PAGE>
As filed with the Securities and Exchange Commission on October 2, 1998
File No.333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
CITATION CORPORATION
(Exact name of Registrant as specified in its charter)
DELAWARE 63-0828225
(State or Other Jurisdiction of (IRS Employer
Incorporation or Organization) Identification No.)
2 Office Park Circle, Suite 204
Birmingham, Alabama 35223
(Address of principal executive offices)
CITATION CORPORATION
EMPLOYEE STOCK PURCHASE PLAN
(Full Title of Plan)
Frederick F. Sommer, President
2 Office Park Circle, Suite 204
Birmingham, Alabama 35223
(205)871-5731
(Name, address and telephone number, including area code, of agent for service)
Copies to
W. CLARK GOODWIN, ESQ.
Ritchie & Rediker, L.L.C.
312 North 23rd Street
Birmingham, Alabama 35203
(205) 251-1288
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=======================================================================================================
Proposed
Title of Each Class of Amount Proposed Maximum
Securities to be to be Maximum Offering Aggregate Amount of
Registered registered Price Per Share (1) Offering Price (1) Registration Fee (1)
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value
$.01 per share 500,000 $9.44 $4,720,000 $1,392.40
- --------------------------------------------------------------------------------------------------
</TABLE>
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(1) Determined in accordance with Rule 457(h) under the Securities Act of 1933,
based on $ 9.44, the average of the high and low sale prices quoted on the
NASDAQ National Market System on September 28, 1998.
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Page 1 of 15
Exhibit Index Appears on Page 5
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
STATEMENT REGARDING INCORPORATION OF INFORMATION BY
REFERENCE FROM EFFECTIVE REGISTRATION STATEMENT
In accordance with Instruction E to Form S-8, the contents of the Registration
Statement on Form S-8 filed with the Securities and Exchange Commission on June
19, 1995 (File No. 33-93652) by Citation Corporation (the "Registrant"),
relating to the registration of up to 250,000 shares of Common Stock, $.01 par
value, of the Registrant, authorized for issuance under the Registrant's
Employee Stock Purchase Plan, are hereby incorporated by reference in their
entirety in this Registration Statement. This Registration Statement provides
for the registration of up to an additional 500,000 shares of Common Stock of
the Registrant authorized for issuance under the Registrant's Employee Stock
Purchase Plan by the Registrant's Board of Directors on September 25, 1998,
subject to approval by the Company's shareholders.
ITEM 8. EXHIBITS
The exhibits included as part of this Registration Statement are as follows:
EXHIBIT NUMBER DESCRIPTION
- -------------- -----------
4(a) Certificate of Incorporation (included as Exhibit 3.1 to the
Registrant's registration statement on Form S-1 filed with
the Commission on June 3, 1994 and incorporated herein by
reference) *
4(b) Bylaws (included as Exhibit 3.2 to the Registrant's
registration statement on Form S-1 filed with the Commission
on June 3, 1994 and incorporated herein by reference) *
4(c) Citation Corporation Employee Stock Purchase Plan, as
amended +
5(a) & 23(a) Opinion and Consent of Counsel to Registrant +
23(b) Consent of Independent Accountants +
__________________
* Incorporated herein by reference as indicated
+ Filed herewith
Page 2 of 15
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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 Birmingham, State of Alabama on October 2, 1998.
CITATION CORPORATION
By s/ Frederick F. Sommer
---------------------------------------
Frederick F. Sommer
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Stanley B. Atkins as attorney-in-fact, having the
power of substitution, for him in any and all capacities, to sign any amendments
to this Registration Statement on Form S-8 and to file the same, with exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, hereby ratifying and confirming all that said attorney-in-
fact, or his substitute or substitutes, may 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.
/s/ Frederick F. Sommer President, Chief Executive October 2, 1998
- ---------------------------- Officer and Director
FREDERICK F. SOMMER (Principal Executive Officer)
/s/ Thomas W. Burleson Vice President - Finance October 2, 1998
- ---------------------------- and Chief Financial Officer
THOMAS W. BURLESON (Principal Financial Officer
and Principal Accounting
Officer)
/s/ T. Morris Hackney Chairman of the Board October 2, 1998
- ----------------------------
T. MORRIS HACKNEY
/s/ A. Derrill Crowe Director October 2, 1998
- ----------------------------
A. DERRILL CROWE
Page 3 of 15
<PAGE>
/s/ Franklyn W. Esenberg Director October 2, 1998
- ----------------------------
FRANKLYN ESENBERG
/s/ William W. Featheringill Director October 2, 1998
- ----------------------------
WILLIAM W. FEATHERINGILL
/s/ Frank B. Kelso, II Director October 2, 1998
- ----------------------------
FRANK B. KELSO, II
/s/ Van L. Richey Director October 2, 1998
- ----------------------------
VAN L. RICHEY
/s/ R. Connor Warren Director October 2, 1998
- ----------------------------
R. CONNER WARREN
/s/ Hugh G. Weeks Director October 2, 1998
- --------------------------
HUGH G. WEEKS
Page 4 of 15
<PAGE>
EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION PAGE
- -------------- ----------- ----
4(c) Citation Corporation Employee Stock Purchase Plan, 6
as amended
5(a) & 23(a) Opinion and Consent of Counsel to Registrant 12
23(b) Consent of Independent Accountants 14
Page 5 of 15
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EXHIBIT 4(C)
Page 6 of 15
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CITATION CORPORATION
EMPLOYEE STOCK PURCHASE PLAN
As amended (subject to shareholder approval) through September 25, 1998
Citation Corporation desires to provide its employees a program by which
they can conveniently acquire shares of the Company's stock on favorable terms.
Accordingly, Citation Corporation adopts this employee stock purchase plan
effective January 15, 1995, as specified below.
1. PURPOSE.
The purpose of the Citation Corporation Employee Stock Purchase Plan is to
provide eligible employees of Citation Corporation with the opportunity to
acquire shares of common stock of the Company on a payroll deduction basis. The
Company believes that employee participation in the ownership of the Company
will be to the mutual benefit of both the employees and the Company. The
Company intends to have the Plan qualify as an "employee stock purchase plan"
under the provisions of Section 423 of the Internal Revenue Code of 1986, and
the Plan shall be administered and construed in a manner consistent with such
provisions.
2. DEFINITIONS.
(a) "Board" means the Board of Directors of Citation Corporation.
(b) "Code" means the Internal Revenue Code of 1986, as amended.
(c) "Committee" means the Committee appointed to administer the Plan as
provided in Section 3.
(d) "Common Stock" or "Stock" means Citation Corporation common stock, par
value $ $.01 per share.
(e) "Company" means Citation Corporation, its subsidiaries and their
successors and assigns.
(f) "Plan" means the Citation Corporation Employee Stock Purchase Plan, as
set forth herein.
3. ADMINISTRATION OF THE PLAN.
The Plan shall be administered by a Committee composed of three members to
be selected from time to time by the Board. The Committee shall have full
authority to make and interpret such equitable rules and regulations regarding
administration of the plan as it may deem advisable, subject to the terms of the
Plan. Its determination as to the interpretation and operation of the Plan
shall be final and conclusive.
4. EMPLOYEES ELIGIBLE TO PARTICIPATE.
Any employee of the Company who is actively employed by the Company at the
Subscription Date is eligible to subscribe for the purchase of shares of Stock
under the Plan, except:
(a) employees who have been employed by the Company less than three months;
(b) employees whose customary employment is 20 hours or less per week; and
(c) employees whose customary employment is for not more than five months
in any calendar year.
Page 7 of 15
<PAGE>
5. OFFERING PERIODS.
The Company will make a series of offerings at six-month intervals granting
its eligible employees the opportunity to subscribe to purchase shares of Stock.
The first offering will be during the period from to March 1, 1995 to March 15,
1995, or as otherwise may be determined by the Committee. Each subsequent
offering period shall be for a period of fifteen days. The last business day of
each offering period shall be deemed the offering date for such period. In
order to purchase shares of Stock offered hereunder, an eligible employee must
sign a subscription agreement and any other related documents during the
offering period.
6. PURCHASE PRICE.
The purchase price per share of Stock at each offering will be 85% of the
net purchase price for shares of Common Stock as determined by the Company based
on its cost of acquiring Stock for purchase by employees hereunder. The Company
will acquire such shares as it will require to satisfy the subscriptions of the
employees within a period of time ending not later than two weeks after the
offering date for the subscription period. As soon as possible after it has
acquired such shares, it will notify the subscribing employees in writing of its
determination of the purchase price per share. Notwithstanding the foregoing,
in no event will the purchase price be less than 85% of the fair market value of
the Stock as of the offering date. The purchase price per share shall be
subject to adjustment in accordance with the provisions of Section 17.
7. STOCK.
The shares to be sold to eligible employees pursuant to their subscriptions
hereunder may, at the election of the Company, be either shares which the
Company purchases on the open market for this purpose or treasury shares. The
maximum number of shares which shall be made available for sale under the Plan
shall be 750,000 shares, subject to adjustment as provided in Section 17. If
the total number of shares subscribed for hereunder exceeds 750,000 as of any
offering date, the Company shall make a pro rata allocation of the shares
remaining available in as nearly a uniform and equitable manner as shall be
practicable so that the aggregate number of shares subscribed for will not
exceed 750,000.
8. SUBSCRIPTION LIMITS.
The minimum number of shares for which an employee will be permitted to
subscribe at any one offering is 25 and the maximum number of shares is 250,
subject to the limitation provided in Section 18.
9. PAYROLL DEDUCTIONS.
Concurrently with his execution of a subscription agreement, a subscribing
employee shall authorize the Company to make payroll deductions to pay for the
shares of Stock he has subscribed for. Payment of the purchase price of such
shares shall be made in equal regular installments (not less often than monthly)
withheld from the subscribing employee's regular pay during the period of 12
calendar months commencing with the month following that in which the offering
period expires. If an employee subscribes for additional shares of Stock in
successive offering periods, the amount of his payroll deductions shall be
increased accordingly. An employee may prepay the amount due by him in whole or
in part at any time.
Page 8 of 15
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10. ACCOUNT; DELIVERY OF SHARES.
The Company will maintain an account for each employee who purchases shares
hereunder showing the number of shares each employee has subscribed to purchase
and the number of shares allocated to each employee's account. At least
annually (or more often if the Committee deems it appropriate) the Company shall
furnish each subscribing employee a statement of his account. Shares of Stock
covered by a subscription agreement shall be deemed to have been sold to the
employee on the date on which the full purchase price of all shares covered by
such agreement has been withheld or paid. After receiving the full purchase
price of all such shares, the Company may continue to hold such shares in an
employee's account for his benefit and convenience, provided that if an employee
makes a written request for delivery of his shares, the Company shall promptly
deliver a stock certificate or certificates for such shares to him.
11. CANCELLATION OF PARTICIPATION IN THE PLAN.
Each subscribing employee shall have the right to cancel his subscription
agreement at any time prior to payment in full for the shares for which he has
subscribed by giving the Company written notice thereof. In that event the
Company will refund all money the employee has had withheld or has paid in with
respect to the cancelled subscription. Such cancellation will have no effect on
any shares of Stock purchased under a previous subscription agreement which are
held in his account. Should any installment be due and unpaid for 15 days
without satisfactory arrangement for the payment thereof being made within such
15-day period, the subscription agreement shall thereby be automatically
terminated and the money previously paid shall be refunded to the employee.
12. EMPLOYEES' RIGHTS AS SHAREHOLDERS.
No subscribing employee shall have any rights as a shareholder of the
Company until he has made full payment for the shares he has subscribed for. No
subscribing employee will be entitled to any cash dividends declared by the
Company unless the participant has made full payment for the shares he has
subscribed for prior to the ex-dividend date of such declared dividends.
Thereafter, he shall have full rights as a shareholder of the Company, but it
shall not be necessary for the Company to make actual delivery of a stock
certificate to him.
13. INTEREST.
No interest will be credited or paid by the Company on any money withheld
or paid in hereunder by the participating employees under any circumstances.
14. RIGHTS NOT TRANSFERABLE.
No subscribing employee shall have the right to transfer or pledge his
rights under the Plan or any subscription agreement entered into pursuant to the
Plan other than by will or the laws of descent and distribution. Such rights
are exercisable during his lifetime only by him.
15. TERMINATION OF EMPLOYMENT.
Upon termination of employment for any reason whatsoever, including, but
not limited to, death or retirement, the subscribing employee, or his personal
representative in the event of his death, may elect
Page 9 of 15
<PAGE>
within 60 days after the happening of such event to pay the entire balance due
and receive the shares subscribed for. The failure to make such election within
such period will be treated as notice of cancellation and a refund will be paid
to such employee or his estate as provided in paragraph 11.
16. AMENDMENT OR DISCONTINUANCE OF THE PLAN.
The Board shall have the right to amend, modify, or terminate the Plan at
any time without notice, provided that no employee's rights under existing
subscription agreements are adversely affected thereby, and provided further
that no such amendment of the Plan shall, except as provided in Section 17:
(a) increase above 250,000 the total number of shares to be offered without
approval of the shareholders of the Company; or
(b) cause the Plan to fail to meet the requirements of an employee stock
purchase plan as defined in Section 423 of the Code.
17. ADJUSTMENT OF SUBSCRIPTIONS.
In the event of reorganization, recapitalization, stock split, stock
dividend, combination of shares, merger, consolidation, offerings of rights, or
any other change in the structure of the Common Stock of the Company, the Board
may make such adjustments, if any, as it may deem appropriate in the number,
kind, and the subscription price of shares available for purchase under the
Plan, and in the minimum number of shares which an eligible employee is entitled
to purchase.
18. SHARE OWNERSHIP.
Notwithstanding anything herein to the contrary:
(a) No employee shall be permitted to subscribe for any shares under the
Plan if such employee, immediately after such subscription, owns shares
(including all shares which may be purchased under outstanding subscriptions
under the Plan) possessing 5% or more of the total combined voting power or
value of all classes of shares of the Company. For the foregoing purposes, the
rules of Section 425(d) of the Code shall apply in determining share ownership.
(b) No employee shall be allowed to subscribe for any shares under the Plan
which permits his rights to purchase shares under all stock purchase plans of
the Company to accrue at a rate which exceeds $25,000 of the fair market value
of such shares (determined at the time the subscription agreement is entered
into) for each calendar year in which such right to subscribe is outstanding at
any time.
19. APPROVAL OF SHAREHOLDERS.
The Plan shall be submitted for approval by the Shareholders of the Company
at their next annual meeting. Subscriptions hereunder shall be subject to the
condition that the Plan will be so approved. If the Plan is not so approved
within the time required by Section 423(b)(2) of the Code, the Plan shall
terminate, all subscriptions shall be cancelled, and all persons who shall have
subscribed for shares hereunder shall be entitled to the prompt refund in cash
of all sums withheld from or paid by them pursuant to the Plan and subscriptions
hereunder.
Page 10 of 15
<PAGE>
20. PRONOUNS; HEADINGS.
Wherever any words are used in the masculine gender, they shall be
construed as though they were also used in the feminine gender in all cases
where they would so apply. Headings used herein are for general information
only and do not constitute part of the Plan.
-----------------------------------
Page 11 of 15
<PAGE>
EXHIBIT 5(A) AND 23(A)
Page 12 of 15
<PAGE>
[Letterhead of Ritchie & Rediker, L.L.C.]
October 2, 1998
Citation Corporation
2 Office Park Circle, Suite 204
Birmingham, Alabama 35223
Re: Form S-8 Registration Statement -
Citation Corporation Employee Stock Purchase Plan
-------------------------------------------------
Gentlemen:
As counsel for Citation Corporation, a Delaware corporation (the
"Company"), we have participated in the preparation of the referenced Form S-8
Registration Statement relating to the amendment to the Company's Employee Stock
Purchase Plan (the "Plan") and the proposed offer and sale pursuant thereto of
up to an additional 500,000 shares of the Company's common stock, $.01 par value
(hereinafter referred to as "Common Stock"). In connection with the preparation
of said Registration Statement, we have examined certificates of public
officials and originals or copies of such corporate records, documents and other
instruments relating to the authorization and issuance of such shares of Common
Stock pursuant to the Plan as we have deemed relevant under the circumstances.
On the basis of the foregoing, it is our opinion that:
1. The Company was duly organized and incorporated and is validly
existing under the laws of the State of Delaware, with an authorized
capitalization consisting of 35,000,000 shares, divided into 30,000,000 shares
of Common Stock, par value $.01 per share, and 5,000,000 shares of Preferred
Stock, par value $1.00 per share.
2. The proposed offer and sale pursuant to the Plan of up to 500,000
shares of Common Stock have been duly authorized by the Board of Directors of
the Company, and such shares, when issued in accordance with the terms and
conditions of the Plan (including the approval of the amendment thereto by the
shareholders of the Company), will be legally issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion as an exhibit to said
Registration Statement.
Yours very truly,
RITCHIE & REDIKER, L.L.C.
By: /s/ W. Clark Goodwin
-------------------------------
W. Clark Goodwin
Page 13 of 15
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EXHIBIT 23(B)
Page 14 of 15
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CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement
of Citation Corporation on Form S-8 of our report dated November 17, 1997, of
our audits of the consolidated financial statements of Citation Corporation and
subsidiaries as of September 28, 1997 and September 29, 1996, and for the years
ended September 28, 1997, September 29, 1996 and October 1, 1995, which report
is included in the Annual Report on Form 10-K for the fiscal year ended
September 28, 1997.
PricewaterhouseCoopers LLP
Birmingham, Alabama
October 2, 1998
Page 15 of 15
