AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON June 16, 1997
REGISTRATION NO. 333-_______
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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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COMMONWEALTH INDUSTRIES, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 13-3245741
(State or other (I.R.S. Employer
jurisdiction of Identification Number)
incorporation or
organization)
500 WEST JEFFERSON STREET, 19TH FLOOR
LOUISVILLE, KENTUCKY 40202-2823
(502) 589-8100
(Address, including zip code, and telephone number, including area
code, of Registrant's principal executive offices)
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1997 STOCK INCENTIVE PLAN
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Mark V. Kaminski
President and Chief Executive Officer
Commonwealth Industries, Inc.
500 West Jefferson Street, 19th Floor
Louisville, Kentucky 40202-2823
(502) 589-8100
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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copy to:
John Merow
Sullivan & Cromwell
125 Broad Street
New York, New York 10004
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
maximum maximum
Title of each class offering aggregate Amount of
of securities Amount to be price per offering registration
to be registered registered unit(1) price(1) fee
- --------------------------------------------------------------------------------
Common Stock, $0.01 600,000 shares $18.25 $10,950,000 $3,318.18
par value
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(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457.
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<PAGE>
This is a registration of additional securities of the same class as
other securities for which a registration statement filed on this form relating
to an employee benefit plan has become effective. The contents of the earlier
registration statement, File No. 33-91364, are incorporated herein by reference.
EXHIBITS
Exhibit No. Description
5 Opinion and consent of Sullivan & Cromwell regarding the
validity of the securities registered.
23.1 Consent of Coopers & Lybrand L.L.P.
24 Powers of Attorney (set forth on the signature page of the
registration statement).
I-1
<PAGE>
SIGNATURES
The Registrant. 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 Louisville, Kentucky on June 16, 1997.
Commonwealth Industries, Inc.
By: /s/ Mark V. Kaminski
--------------------------------
Mark V. Kaminski
President and Chief Executive
Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Mark V. Kaminski and Donald L. Marsh, Jr.
his true and lawful attorney-in-fact and agents, each acting alone, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any or all amendments to this
Registration Statement, including post- effective amendments, 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, as fully to all intents
and purposes as he might or could do in person, and hereby ratifies and confirms
all his said attorneys-in-fact and agents, each acting alone, or his substitute
or substitutes may lawfully do or cause to be done by virtue thereof.
I-2
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities indicated on June 16, 1997.
SIGNATURE TITLE
/s/ Mark V. Kaminski President, Chief Executive
- -------------------------- Officer and Director
Mark V. Kaminski (Principal Executive Officer)
/s/ Paul E. Lego Chairman of the Board
- --------------------------
Paul E. Lego
/s/ Catherine G. Burke Director
- --------------------------
Catherine G. Burke
/s/ C. Frederick Fetterolf Director
- ---------------------------
C. Frederick Fetterolf
/s/ John E. Merow Director
- --------------------------
John E. Merow
/s/ Victor Torasso Director
- --------------------------
Victor Torasso
/s/ Donald L. Marsh, Jr. Executive Vice President, Chief
- -------------------------- Financial Officer and Secretary
Donald L. Marsh, Jr. (Principal Financial and
Accounting Officer)
I-3
<PAGE>
Index to Exhibits
Exhibit No. Description Sequentially
Numbered Page
5 Opinion and consent of Sullivan & Cromwell
regarding the validity of the securities
registered.......................................
23.1 Consent of Coopers & Lybrand L.L.P...............
24 Powers of Attorney (set forth on signature
page of this Registration Statement).............
SULLIVAN & CROMWELL
125 Broad Street
New York, NY 10004-2498
Telephone: (212) 558-4000
Telex: 62694
Facsimile: (212) 558-3588
(212) 514-5706
June 16, 1997
Commonwealth Industries, Inc.,
500 West Jefferson Street,
Louisville, Kentucky 40202-3474.
Dear Sirs:
In connection with the registration under the Securities Act of 1933
(the "Act") of 600,000 shares (the "Securities") of Common Stock, par value $.01
per share, of Commonwealth Industries, Inc., a Delaware corporation (the
"Company") offered or to be offered to certain officers and directors pursuant
to the Company's 1997 Stock Incentive Plan, we, as your counsel, have examined
such corporate records, certificates and other documents, and such questions of
law, as we have considered necessary or appropriate for the purposes of this
opinion. Upon the basis of such examination, we advise you that, in our opinion:
When the Registration Statement on Form S-8 (the "Registration
Statement") has become effective under the Act and the Securities to be sold by
the Company have been duly issued and sold as contemplated by the Registration
Statement, the Securities being sold by the Company will be validly issued,
fully paid and nonassessable.
The foregoing opinion is limited to the Federal laws of the United
States, the laws of the State of New York and the General Corporation Law of the
State of Delaware, and we are expressing no opinion as to the effect of the laws
of any other jurisdiction.
We have relied as to certain matters on information obtained from
public officials, officers of the Company and other sources believed by us to be
responsible.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not thereby admit that we
are in the category of persons whose consent is required under Section 7 of the
Act.
Very truly yours,
Sullivan & Cromwell
Consent of Independent Accountants
We consent to the incorporation by reference in the registration statement of
Commonwealth Industries, Inc. on Form S-8 of our report dated February 11, 1997,
on our audits of the consolidated financial statements and the financial
statement schedule of Commonwealth Industries, Inc. as of December 31, 1996 and
1995 and for the years ended December 31, 1996, 1995 and 1994.
COOPERS & LYBRAND L.L.P.
Louisville, Kentucky
June 13, 1997
