As filed with the Securities and Exchange Commission on June 18, 1999
Registration No. 333-
================================================================================
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 Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
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
(Full Title of the 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 Mead
Sullivan & Cromwell
125 Broad Street
New York, New York 10004
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
========================================================================================================================
Proposed Maximum Proposed Maximum Amount Of
Title of Securities Amount To Be Offering Price per Aggregate Offering Registration Fee
To Be Registered Registered Share(1) Price(1)
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $0.01 par value 2,000,000 shares $10.60 $21,200,000 $5,894
========================================================================================================================
<FN>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457.
</FN>
</TABLE>
<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 PricewaterhouseCoopers LLP.
23.2 Consent of Sullivan & Cromwell (included in opinion filed as
Exhibit 5).
24 Powers of Attorney (set forth on the signature page of the
registration statement).
99 Commonwealth Industries, Inc. 1997 Stock Incentive Plan, as
amended and restated on April 23, 1999 (incorporated by
reference from Exhibit 10.2 of the Registrant's Quarterly
Report on Form 10-Q for the quarter ended March 31, 1999).
-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, 1999.
Commonwealth Industries, Inc.
By: /s/ MARK V. KAMINSKI
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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 or her true and lawful attorney-in-fact and agents, each acting alone, with
full power of substitution and resubstitution, for and in his or her 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 or she might or could do in person, and hereby ratifies and
confirms all his or her 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.
-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, 1999.
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
- ----------------------------- Director
Catherine G. Burke
- ----------------------------- 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
- ----------------------------- Oficer and Secretary (Principal Financial
Donald L. Marsh, Jr. and Accounting Officer)
-3-
<PAGE>
Index to Exhibits
- -----------------
Sequentially
Exhibit No. Description Numbered Page
- ----------- ----------- -------------
5 Opinion and consent of Sullivan & Cromwell
regarding the validity of the securities
registered.......................................
23.1 Consent of PricewaterhouseCoopers LLP............
23.2 Consent of Sullivan & Cromwell (included in opinion
filed as Exhibit 5)..............................
24 Powers of Attorney (set forth on signature
page of this Registration Statement).............
99 Commonwealth Industries, Inc. 1997 Stock Incentive
Plan, as amended and restated on April 23, 1999
(incorporated by reference from Exhibit 10.2 of the
Registrant's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1999)
<PAGE>
June 17, 1999
Commonwealth Industries, Inc.,
500 West Jefferson Street,
19th Floor,
Louisville, Kentucky 40202-3474.
Dear Sirs:
In connection with the registration under the Securities Act of 1933
(the "Act") of 2,000,000 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, as amended, 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 relating to the Securities (the
"Registration Statement") has become effective under the Act, the terms of the
sale of
<PAGE>
Commonwealth Industries, Inc. -2-
the Securities have been duly established in conformity with the
Company's certificate of incorporation and the Securities to be sold by the
Company have been duly issued and sold as contemplated in the Registration
Statement, the Securities being sold 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,
/s/ SULLIVAN & CROMWELL
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated January 22, 1999 relating to the
financial statements which appears in the 1998 Annual Report to Stockholders of
Commonwealth Industries Inc., which is incorporated by reference in Commonwealth
Industries, Inc. Annual Report on Form 10-K for the year ended December 31,
1998. We also consent to the incorporation by reference of our report dated
January 22, 1999 relating to the financial statement schedule, which appears in
such Annual Report on Form 10-K.
/s/ Pricewaterhouse Coopers LLP
PricewaterhouseCoopers LLP
June 17, 1999
