<PAGE> 1
As filed with the Securities and Exchange Commission on February 4, 1997
Registration No. 333-*****
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
---------
SINTER METALS, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 25-1677695
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
Terminal Tower
50 Public Square, Suite 3200
Cleveland, Ohio 44113
(Address of Principal Executive Offices, including Zip Code)
-------------
SINTER METALS, INC. 1994 KEY EMPLOYEES STOCK INCENTIVE PLAN
(Full Title of the Plan)
-------------
Joseph W. Carreras
Chairman of the Board and Chief Executive Officer
Sinter Metals, Inc.
Terminal Tower
50 Public Square, Suite 3200
Cleveland, Ohio 44113
(Name and Address of Agent for Service)
(216) 771-6700
(Telephone Number, including Area Code, of Agent for Service)
-----------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered per share (1) price (1) fee
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A Common Stock, par value
$.001 per share (2) 474,705 $27.188 $12,906,280 $3,911
- -------------------------------------------------------------------------------------------------------------
<FN>
(1) Estimated in accordance with Rule 457(c) solely for the purpose of
calculating the registration fee and based upon the average of the high
and low sales price of the Class A Common Stock of Sinter Metals, Inc.
reported on the New York Stock Exchange on January 31, 1997.
(2) The 474,705 Common Shares being registered are issuable upon
exercise of options to be granted pursuant to the Sinter Metals, Inc.
1994 Key Employees Stock Incentive Plan.
</TABLE>
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents heretofore filed by Sinter Metals, Inc. (the
"Company") with the Securities and Exchange Commission are incorporated herein
by reference:
(1) The Company's Annual Report Form 10-K for the fiscal year
ended December 31, 1995;
(2) The Company's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1996, June 30, 1996, and September 30, 1996;
(3) The Company's Current Report on Form 8-K dated July 18, 1996;
(4) The Company's Current Report on Form 8-K/A dated July 18,
1996;
(5) The Company's Current Report on Form 8-K dated
October 17, 1996;
(6) The Company's Form S-1 Registration Statement filed December
24, 1996, as amended by the Company's Amendment No. 1 to
Form S-1 Registration Statement filed January 3, 1997;
and the Company's Amendment No. 2 to Form S-1 Registration
Statement filed January 17, 1997, and the Company's Amendment
No. 3 to Form S-1 Registration Statement filed February 4,
1997 (Registration Statement No. 333-18767);
(7) The Company's Current Report on Form 8-K dated January 3,
1997; and
(8) The description of the Company's Class A Common Stock, par
value $.001 per share, contained in the Company's Registration
Statement on Form 8-A filed pursuant to Section 12 of the
Securities Exchange Act of 1934 and any amendments and reports
filed for the purpose of updating that description.
All documents that shall be filed by the Company pursuant to Sections
13(a), 13(c), 14, and 15(d) of the Securities Exchange Act of 1934 subsequent to
the filing of this Registration Statement and prior to the filing of a
post-effective amendment indicating that all the securities offered under the
Plan have been sold or deregistering all securities then remaining unsold
thereunder shall be deemed to be incorporated herein by reference and shall be
deemed to be a part hereof from the date of filing hereof, other than the
portions of such documents which by statute, by designation in such document or
otherwise, are not deemed to be filed with the Commission or are not required to
be incorporated herein by reference.
Any statement contained in documents incorporated or deemed to be
incorporated by reference in this Registration Statement shall be deemed to be
modified or superseded, for purposes of this Registration Statement, to the
extent that a statement contained in this Registration Statement, or in any
other subsequently filed document that also is, or is deemed to be, incorporated
by reference in this Registration Statement, modifies or supersedes such
statement. Any such 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.
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<PAGE> 3
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article SEVENTH of the Company's Restated Certificate of Incorporation
(the "Certificate") provides that Directors and officers, or each person who is
or was serving or who had agreed to serve at the request of the Board of
Directors or an officer of the Company as an employee or agent of the Company or
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise (including the heirs, executors,
administrators, or estate of such person) shall be indemnified by the Company to
the full extent permitted by the Delaware General Corporation Law ("DGCL") or
any other applicable laws as presently or hereafter in effect. The Company is
authorized under the Certificate to enter into one or more agreements with any
person which provide for indemnification greater or different than that provided
by the Certificate.
In addition, Article EIGHTH of the Certificate provides that, to the
full extent permitted by the DGCL or any other applicable laws presently or
hereafter in effect, no Director of the Company will be personally liable to the
Company or its stockholders for or with respect to any acts or omissions in the
performance of his or her duties as a Director of the Company. The Certificate
provides that any repeal or modification of either Article SEVENTH or Article
EIGHTH will not affect any right or protection existing thereunder immediately
prior to such repeal or modification.
The DGCL empowers the Company to indemnify, subject to the standards
therein prescribed, any person in connection with any action, suit or proceeding
brought or threatened by reason of the fact that such person was a Director,
officer, employee or agent of the Company or is or was serving as such with
respect to another corporation at the request of the Company. In addition, the
DGCL authorizes corporations to limit or eliminate the personal liability of
directors to corporations and their stockholders for monetary damages for breach
of directors' fiduciary duty of care.
The Directors and officers of the Company are covered by insurance,
indemnifying them against certain civil liabilities, including liabilities under
the federal securities laws, which might be incurred by them in such capacity.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
See the Exhibit Index at Page E-1 of this Registration Statement.
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
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<PAGE> 4
(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 of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement
(or the most recent post-effective date thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the Registration
Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was
registered) and any deviation from the low or high and of the
estimated maximum offering range may be reflected in the form
of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20 percent change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective Registration
Statement.
(iii) To include any material information with
respect to the plan of distribution not previously disclosed
in the Registration Statement or any material change to such
information in the Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the Registration Statement is on Form S-3, Form S-8, or Form
F-3, and 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 Registrant pursuant to
Sections 13 or 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new Registration Statement relating to the securities
offered therein, 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 undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated in the Registration Statement by reference shall be
deemed to be a new Registration Statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act
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<PAGE> 5
of 1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant 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 Registrant 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 of 1933 and will be governed by the final adjudication of such issue.
II-4
<PAGE> 6
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 Cleveland, state of Ohio, on this 4th day of
February, 1997.
SINTER METALS, INC.
By: /s/ Joseph W. Carreras
-------------------------------------
Joseph W. Carreras
Chairman of the Board and Chief
Executive Officer
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 date indicated.
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
---------- ----- ----
<S> <C> <C>
/s/ Joseph W. Carreras Chairman of the Board and February 4, 1997
- ------------------------------------------- Chief Executive Officer
Joseph W. Carreras (Principal Executive Officer)
/s/ Michael T. Kestner Vice President, Chief Financial February 4, 1997
- ------------------------------------------- Officer and Secretary
Michael T. Kestner (Principal Financial Officer)
/s/ Ian B. Hessel Vice President and Controller February 4, 1997
- ------------------------------------------- (Principal Accounting Officer)
Ian B. Hessel
/s/ Donald L. LeVault Director February 4, 1997
- -------------------------------------------
Donald L. LeVault
/s/ E. Joseph Hochreiter Director February 4, 1997
- -------------------------------------------
E. Joseph Hochreiter
/s/ David Y. Howe Director February 4, 1997
- -------------------------------------------
David Y. Howe
/s/ Mary Lynn Putney Director February 4, 1997
- -------------------------------------------
Mary Lynn Putney
</TABLE>
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<PAGE> 7
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
---------- ----- ----
<S> <C> <C>
/s/ William H. Roj Director February 4, 1997
- ---------------------------------
William H. Roj
/s/ Charles E. Volpe Director February 4, 1997
- ---------------------------------
Charles E. Volpe
<FN>
* This Registration Statement has been signed on behalf of the above-named
directors and officers of the Company by Michael T. Kestner, Vice
President and Chief Financial Officer, as attorney-in-fact pursuant to
powers of attorney filed with the Securities and Exchange Commission as
Exhibit 24.2 to this Registration Statement.
</TABLE>
By: /s/ Michael T. Kestner
------------------------------------
Michael T. Kestner, Attorney-in-Fact
DATED: February 4, 1997
II-6
<PAGE> 8
EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
------ -------------------
4.1 Restated Certificate of Incorporation of the Company,
incorporated herein by reference to Exhibit 3.1(i) to the
Company's Quarterly Report on Form 10-Q for the period ended
September 30, 1994 (Commission File No. 1-13366).
4.2 Restated By-Laws of the Company, incorporated herein by
reference to Exhibit 3.1(ii) to the Company's Quarterly Report
on Form 10-Q for the period ended September 30, 1994
(Commission File No. 1-13366).
4.3 Specimen certificate for the Class A Common Stock, par value
$.001 per share, of the Company is incorporated herein by
reference to Exhibit 4.1 of the Company's Amendment No. 4 to
Form S-1 Registration Statement filed October 20, 1994
(Registration Statement No. 33-82390).
4.4 Form of certificate for the Class B Common Stock, par value
$.001 per share, of the Company is incorporated herein by
reference to Exhibit 4.2 of the Company's Amendment No. 3 to
Form S-1 Registration Statement filed October 14, 1994
(Registration Statement No. 33-82390).
4.5 Stockholders' Agreement, dated as of October 18, 1994, by and
among the Company, Citicorp Venture Capital Ltd., and certain
other stockholders of the Company is incorporated herein by
reference to Exhibit 4.2 of the Company's Quarterly Report on
Form 10-Q for the period ended September 30, 1994 (Commission
File No. 1-13366).
4.6 Sinter Metals, Inc. 1994 Key Employees Stock Incentive Plan
dated December 31, 1994, incorporated herein by reference to
Exhibit 10.1 of the Company's Amendment No. 3 to Form S-1
Registration Statement filed October 14, 1994 (Registration
Statement No. 33-82390).
5.1 Opinion of Calfee, Halter & Griswold LLP, Counsel to the
Company, as to the validity of the securities being offered.
See Page II-7 of this Registration Statement.
23.1 Consent of Independent Public Accountants. See Page II-8 of
this Registration Statement.
23.2 Consent of Counsel. See Page II-9 of this Registration
Statement.
24.1 Power of Attorney of the Company and related Certified
Resolution. See Pages II-10 and II-11 of this Registration
Statement.
24.2 Power of Attorney of the Directors. See Page II-12 of this
Registration Statement.
E-1
<PAGE> 1
[CALFEE, HALTER & GRISWOLD LLP LETTERHEAD]
EXHIBIT 5.1
February 4, 1997
Sinter Metals, Inc.
Terminal Tower
50 Public Square, Suite 3200
Cleveland, Ohio 44113
We are familiar with the proceedings taken and proposed to be
taken by Sinter Metals, Inc., a Delaware corporation (the "Company"), with
respect to 474,705 shares of Class A Common Stock, par value $.001 per share
(the "Shares"), of the Company, to be offered and sold from time to time
pursuant to the Company's 1994 Key Employees Stock Incentive Plan (the "Plan").
As counsel for the Company, we have assisted in the preparation of a
Registration Statement on Form S-8 (the "Registration Statement") to be filed by
the Company with the Securities and Exchange Commission to effect the
registration of the Shares under the Securities Act of 1933, as amended.
In this connection, we have examined the Certificate of
Incorporation and the By-Laws of the Company, both as restated, records of
proceedings of the Board of Directors and stockholders of the Company, and such
other records and documents as we have deemed necessary or advisable to render
the opinion contained herein. Based upon our examination and inquiries, we are
of the opinion that the Shares, when offered and sold pursuant to the terms and
conditions of the Plan, will be duly authorized and validly issued, fully paid
and nonassessable.
This opinion is intended solely for your use in the
above-described transaction and may not be reproduced, filed publicly, or relied
upon by any other person for any purpose without the express written consent of
the undersigned.
We are admitted to the practice of law solely in the State of
Ohio. The opinion expressed in this letter is limited to matters of Ohio law,
the Delaware General Corporation Law and United States federal law.
We hereby consent to the filing of this opinion as Exhibit 5.1
to the Registration Statement.
Very truly yours,
CALFEE, HALTER & GRISWOLD LLP
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<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement on Form S-8 of our
report dated February 7, 1996, incorporated by reference in Sinter Metals,
Inc.'s Form 10-K for the year ended December 31, 1995, and to all references to
our Firm included in this Registration Statement.
ARTHUR ANDERSEN LLP
Cleveland, Ohio
February 3, 1997.
II-8
<PAGE> 1
EXHIBIT 23.2
CONSENT OF COUNSEL
The consent of Calfee, Halter & Griswold LLP is contained in their
opinion filed as Exhibit 5.1 to this Registration Statement.
II-9
<PAGE> 1
EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that Sinter Metals, Inc., a Delaware
corporation (the "Company"), hereby constitutes and appoints Joseph W. Carreras,
Michael T. Kestner, Ronald G. Campbell and Edward W. Moore, and each of them, as
the true and lawful attorney or attorneys-in-fact of the Company, with full
power of substitution and resubstitution, for and in the name, place and stead
of the Company, to sign, attest and file on behalf of the Company (i) a
Registration Statement on Form S-8, or any other appropriate form that may be
used from time to time (the "Registration Statement") with respect to the
registration under the Securities Act of 1933, as amended, of up to 474,705
shares of the Company's Class A Common Stock, par value $.001 per share, for
issuance under the Sinter Metals, Inc. 1994 Key Employees Stock Incentive Plan,
and any and all amendments, including post-effective amendments, and exhibits to
the Registration Statement; and (ii) any and all applications or other documents
to be filed with the Securities and Exchange Commission or any state securities
commission or other regulatory authority with respect to the securities covered
by the Registration Statement, or to be submitted to any national stock exchange
pertaining to the listing thereon of the Class A Common Stock covered by the
Registration Statement; and (iii) any and all applications or other documents to
be filed with any governmental or private agency or official relative to the
issuance of the Class A Common Stock covered by the Registration Statement, with
full power and authority to do and perform any and all other acts and deeds
whatsoever that may be necessary or required in the premises, ratifying and
approving any and all actions that may be taken pursuant hereto by any of the
above-named agents and attorneys-in-fact or their substitutes and, without
implied limitation, including in the above authority to do the foregoing on
behalf and in the name of any duly authorized officer of the Company.
IN WITNESS WHEREOF, this Power of Attorney has been signed at
Cleveland, Ohio on February 4, 1997.
SINTER METALS, INC.
By: /s/ Joseph W. Carreras
-------------------------------------
Joseph W. Carreras
Chairman of the Board and Chief
Executive Officer
II-10
<PAGE> 2
EXHIBIT 24.1
(Continued)
CERTIFIED RESOLUTION
I, Joseph W. Carreras, Chairman of the Board and Chief
Executive Officer of Sinter Metals, Inc., a Delaware corporation (the
"Company"), do hereby certify that the following is a true copy of a resolution
adopted by the Board of Directors on February 3, 1997, and that the same has
not been changed and remains in full force and effect.
RESOLVED FURTHER, that Joseph W. Carrerras, Michael T.
Kestner, Ronald G. Campbell and Edward W. Moore, be, and each of them hereby is,
appointed as the true and lawful attorney or attorneys-in-fact of Sinter Metals,
Inc., with full power of substitution and resubstitution for and in the name,
place and stead of the Company, to sign, attest and file on behalf of the
Company (i) a Registration Statement on Form S-8, or any other appropriate form
that may be used from time to time, with respect to the registration under the
Securities Act of the Plan Shares, and any and all amendments, post-effective
amendments and exhibits to such Registration Statement; (ii) any and all
applications or other documents to be filed with the Securities and Exchange
Commission or any state securities commission or other regulatory authority with
respect to the Plan Shares, or to be submitted to any national securities
exchange pertaining to the listing thereon of the Plan Shares covered by such
Registration Statement or pertaining to such registration; and (iii) any and all
applications or other documents to be filed with any governmental or private
agency or official relative to the issuance of said Plan Shares, with full power
and authority to do and perform any and all acts and things whatsoever requisite
and necessary to be done in the premises, hereby ratifying and approving the
acts of such attorneys or any such substitute or substitutes and, without
implied limitation, including in the above authority to do the foregoing on
behalf and in the name of any duly authorized officer of the Company; and that
the Chairman of the Board and Chief Executive Officer and the Vice President,
Chief Financial Officer and Secretary of the Company be, and each of them hereby
is, authorized and directed for and on behalf of the Company to execute a Power
of Attorney evidencing the foregoing appointment.
/s/ Joseph W. Carreras
---------------------------------
Joseph W. Carreras
Chairman of the Board and Chief
Executive Officer
DATED: February 4, 1997
II-11
<PAGE> 1
EXHIBIT 24.2
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned Directors
and officers of Sinter Metals, Inc., a Delaware corporation (the "Company"),
hereby constitutes and appoints Joseph W. Carreras, Michael T. Kestner, Ronald
G. Campbell and Edward W. Moore, and each of them, as the true and lawful
attorney or attorneys-in-fact, with full power of substitution and revocation,
for each of the undersigned and in the name, place and stead of the undersigned,
to sign on behalf of the undersigned (i) a Registration Statement on Form S-8
(the "Registration Statement") with respect to the registration under the
Securities Act of 1933, as amended, of up to 474,705 shares of the Company's
Class A Common Stock, par value $.001 per share, for issuance under the Sinter
Metals, Inc. 1994 Key Employees Stock Incentive Plan; (ii) any and all
amendments, including post-effective amendments, and exhibits to the
Registration Statement; and (iii) any and all applications or other documents to
be filed with the Securities and Exchange Commission or any state securities
commission or other regulatory authority with respect to the securities covered
by the Registration Statement and to do and perform any and all other acts and
deeds whatsoever that may be necessary or required in the premises, ratifying
and approving any and all actions that may be taken pursuant hereto by any of
the above-named agents and attorneys-in-fact or their substitutes and, without
implied limitation, including in the above authority to do the foregoing on
behalf and in the name of each, any or all of the undersigned.
This Power of Attorney may be executed in multiple counterparts, each
of which shall be deemed an original with respect to the person executing it.
IN WITNESS WHEREOF, this Power of Attorney has been executed at
Cleveland, Ohio on February 4, 1997.
<TABLE>
<CAPTION>
<S> <C>
/s/ Joseph W. Carreras /s/ Donald L. LeVault
- ---------------------------------------- -------------------------------------------
Joseph W. Carreras, Chairman of the Donald L. LeVault, President and Director
Board and Chief Executive Officer
(Principal Executive Officer)
/s/ Michael T. Kestner /s/ Ian B. Hessel
- ---------------------------------------- -------------------------------------------
Michael T. Kestner, Vice President Ian B. Hessel, Vice President
and Chief Financial Officer and Controller
(Principal Financial Officer) (Principal Accounting Officer)
/s/ E. Joseph Hochreiter /s/ David Y. Howe
- ---------------------------------------- -------------------------------------------
E. Joseph Hochreiter, Director David Y. Howe, Director
/s/ Mary Lynn Putney /s/ William H. Roj
- ---------------------------------------- -------------------------------------------
Mary Lynn Putney, Director William H. Roj, Director
/s/ Charles E. Volpe
- ----------------------------------------
Charles E. Volpe, Director
</TABLE>
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