S-8: Securities to be offered to employees in employee benefit plans
Published on
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 1, 2002
REGISTRATION NO.
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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
RELIANCE STEEL & ALUMINUM CO.
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
CALIFORNIA 95-1142616
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
350 SOUTH GRAND AVENUE
SUITE 5100
LOS ANGELES, CALIFORNIA 90071-3406
(213) 687-7700
(ADDRESS AND TELEPHONE NUMBER OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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RELIANCE STEEL & ALUMINUM CO.
1994 INCENTIVE AND NON-QUALIFIED STOCK OPTION PLAN
(FULL TITLE OF THE PLAN)
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DAVID H. HANNAH
350 SOUTH GRAND AVENUE
SUITE 5100
LOS ANGELES, CALIFORNIA 90071-3406
(213) 687-7700
(NAME, ADDRESS, AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
(1) Plus, in accordance with Rule 416, such indeterminate number of
additional shares as may become issuable pursuant to anti-dilution
provisions of the Plan.
(2) Estimated solely for the purpose of calculating the registration fee.
(3) The fee for 1,687,500 shares of Common Stock was previously paid (giving
the effect to 3-for-2 stock splits in 1997 and 1999). The registration
fee for 812,500 shares of Common Stock is estimated pursuant to Rule 456
of the General Rules, solely for the purpose of calculating the
registration fee, based on the average of the high and low prices of the
Common Stock on January 31, 2002 as reported on the New York Stock
Exchange.
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FORWARD-LOOKING STATEMENTS
This prospectus and the documents incorporated in this prospectus by
reference contain forward-looking statements. You should read carefully any
statements containing the words "expect," "believe," "anticipate," "project,"
"estimate," "predict," "intend," "should," "could," "may," "might," or similar
expressions or the negative of any of these terms.
Forward-looking statements involve known and unknown risks and
uncertainties. Various factors may cause our actual results, performance or
achievements to be materially different from those expressed or implied by any
forward-looking statements. Among the factors that could cause our results to
differ are the following:
- the volatility of the industries that we serve;
- a broad downturn in the economy in general;
- our increased leverage as a result of our acquisitions;
- changes in our interest rates on our debt;
- changes in foreign currency exchange rates, which could affect
the price we pay for metals and the results of our foreign
operations; and
- the failure of our acquisitions to perform as we anticipate.
Although we believe the expectations reflected in the forward-looking
statements are reasonable, we cannot guarantee future performance or results. We
are not obligated to update or revise any forward-looking statements, whether as
a result of new information, future events or otherwise. You should consider
these 7 risks when reading any forward-looking statements.
PROSPECTUS
January 31, 2002
RELIANCE STEEL & ALUMINUM CO.
STOCK OPTION PLAN
We filed a Registration Statement on Form S-8 under the Securities Act of
1933, as amended, on November 17, 1994, to register 1,687,500 shares of common
stock reserved for issuance under the Reliance Steel & Aluminum Co. 1994
Incentive and Non-Qualified Stock Option Plan ("1994 Plan"), and the options to
acquire such shares. (All share numbers have been adjusted to reflect the 1997
and 1999 3-for-2 stock splits.) On May 16, 2001, our shareholders approved an
amendment to the 1994 Plan increasing the total number of authorized shares
under the 1994 Plan to 2,500,000. The Board of Directors had previously approved
that amendment. The registration statement has been amended to register the
additional 812,500 shares.
PLAN INFORMATION
Under the 1994 Plan the Board of Directors may grant incentive stock
options or non-qualified stock options to any officer or other key employee
("Key Employees") of Reliance Steel & Aluminum Co. or any of its subsidiaries at
an option exercise price per share equal to the fair market value of a share of
common stock on the date of grant. The exercise price of incentive stock options
granted to any employee who owns (or, under Internal Revenue Code provisions is
deemed to own) more than 10% of the outstanding common stock, however, must
equal at least 110% of the fair market value on the date of grant. The incentive
stock options are intended to qualify under Section 422A of the Internal Revenue
Code of 1986, as amended. No director, outside consultant nor other independent
contractor who is not an employee of Reliance Steel & Aluminum Co. or a
subsidiary is eligible to receive options under the 1994 Plan. The options
expire five years from the date of grant, subject to earlier termination in the
event that employment is terminated for any reason, and the 1994 Plan
automatically terminates at the close of business on December 31, 2003.
Purpose. The purpose of the 1994 Plan is to advance our interests and
that of our shareholders by offering to Key Employees who are responsible for
the long-term growth of our earnings the opportunity to acquire or increase
their equity ownership interests and to enhance our ability to retain and
attract highly qualified employees by providing an additional incentive to such
employees to achieve our long-term business plans and objectives. The 1994 Plan
is not subject to any provisions of the Employee Retirement Income Security Act
of 1974 ("ERISA").
Administration of Plan. A committee of not less than three directors is
authorized and appointed from time to time by our Board of Directors to
administer the 1994 Plan. No director who is eligible to participate in the 1994
Plan during the then-preceding year may be appointed as a member of the
committee. The members of the Stock Option Committee are Robert Henigson, Karl
H. Loring, William I. Rumer and Leslie A. Waite. So long as we have a class of
equity securities registered under the Securities Exchange Act of 1934, as
amended, only directors who at the time of service qualify as "disinterested
persons" within the meaning of Rule 16b-3 under the Exchange Act may be members
of the committee. The Board of Directors may remove members of the committee at
any time.
The committee, by at least majority vote, has full authority (i) to
interpret the 1994 Plan consistent with applicable law; (ii) to determine who
will receive options; (iii) to determine the frequency of any grants of options;
(iv) to determine the number and type of options and the price at which they are
to be exercised; (v) to specify the number of shares subject to each option;
(vi) to prescribe the form, terms and conditions of the agreement; (vii) to
determine when options may be exercised or (viii) to adopt amend or rescind
rules for the 1994 Plan's administration and (ix) to make all other
determinations necessary or advisable for the administration of the 1994 Plan,
provided that they are consistent with the provisions of the 1994 Plan.
1
Exercise of Options. The options may not be exercised for a period of
one year after the date of grant. Then, the options generally become exercisable
at the rate of one-fourth of the shares each year, provided that options not
exercised in one year may be exercised in any subsequent year. Since our common
stock is currently traded under the symbol RS on The New York Stock Exchange,
the exercise price of the stock issuable upon grant of an option will be the
fair market value as determined by the trading price as of the close of business
on the day that the option is granted. Stock options may be exercised upon
payment of the exercise price either in cash or shares of our common stock or
the committee may authorize another form of payment. Any cash that we receive on
issuance of the shares of common stock will be used for general corporate
purposes; no commissions or other fees will be paid to any person on exercise of
the options.
Tax Consequences of Exercise of Options. The federal income tax
consequences of stock options to Key Employees generally are as follows:
(i) Incentive Stock Options. A Key Employee will not recognize
taxable income upon the grant or exercise of an incentive stock option.
However, the excess of the fair market value of the stock upon exercise
and the exercise price is a tax preference item which is taken into
account in determining whether the Key Employee is subject to the
alternative minimum tax.
(ii) Non-Qualified Stock Options. A Key Employee will not
recognize income upon the grant of a non-qualified stock option. A Key
Employee will recognize ordinary income upon the exercise of the option
in an amount equal to the excess of the fair market value of the stock
upon exercise and the option exercise price.
(iii) Disposition of Stock. The eventual sale by a Key
Employee of the stock acquired upon the exercise of an incentive stock
option or a non-qualified stock option will trigger tax consequences.
The tax consequences will depend on a number of factors, including the
length of time a Key Employee has held the stock after exercising the
option
Additional Information. By making a written or oral request, participants
may receive the following documents without charge, all of which documents are
incorporated by reference into this prospectus: Our latest prospectus filed
pursuant to Rule 424(b) under the Securities Act of 1933, as amended; all other
reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the
end of the fiscal year covered by the Rule 424(b) prospectus; and the
description of the class of securities contained in the registration statement
filed under the Securities Act, including any amendment or report filed for the
purpose of updating such description. In addition, upon written or oral request,
we will provide participants without charge all other documents required to be
delivered pursuant to Rule 428(b) under the Securities Act. To obtain additional
information about the 1994 Plan or its administrators or to request the above
documents, you may contact:
David H. Hannah
President and Chief Executive Officer
Reliance Steel & Aluminum Co.
350 South Grand Avenue, Suite 5100
Los Angeles, California 90071
(213) 687-7700
AVAILABLE INFORMATION
We are subject to the reporting requirements of the Securities Exchange
Act of 1934, as amended, and file reports and other information with the
Securities and Exchange Commission. We have also filed with the SEC a
registration statement on Form S-3, including exhibits and schedules, under the
Securities Act with respect to the common stock offered by this prospectus. This
prospectus is part of the registration statement, but does not contain all of
the information included in the registration statement or the exhibits and
schedules. The registration statement and all annual and quarterly reports,
proxy statements and other information filed by us with the SEC can be inspected
and copied at the SEC's public reference facilities at:
Room 1024 Seven World Trade Center 500 West Madison Street
450 Fifth Street, N.W. Suite 1300 Suite 1400
Washington, D.C. 20549 New York, New York 10048 Chicago, Illinois 60661
You can obtain copies of such materials, at prescribed rates, by writing
to the SEC. You may obtain information by calling the SEC at 1-800-SEC-0330. The
SEC maintains an Internet site that contains reports, proxy, and information
statements and other information regarding issuers that file electronically with
the SEC (http://www.sec.gov).
Our common stock is listed on The New York Stock Exchange and reports,
proxy and information statements and other information concerning us can be
inspected at the NYSE located at 20 Broad Street, New York, New York 10005.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. Incorporation of Documents by Reference
The SEC allows us to incorporate by reference into this prospectus
information that we file with the SEC. This means that:
- we can disclose important information to you by referring to other
documents that contain that information;
- the information incorporated by reference is considered to be part of
this prospectus; and
- any information that we file with the SEC in the future is
automatically incorporated into this prospectus and updates and
supersedes previously filed information.
We incorporate by reference into this prospectus:
- our Prospectus dated June 28, 2001;
- our Annual Report on Form 10-K for the year ended December 31, 2000;
and
- our Quarterly Reports on Form 10-Q for the quarters ended March 31,
2001, June 30, 2001 and September 30, 2001.
We also incorporate in this prospectus by reference all documents filed
by us pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after
the date of this prospectus and prior to the termination of this offering, and
such documents shall be a part of this prospectus from the respective dates of
filing of such documents. We will provide copies of all documents which are
incorporated by reference without charge to anyone to whom this prospectus is
delivered upon a written or oral request to Reliance Steel & Aluminum Co., 350
South Grand Avenue, Suite 5100, Los Angeles, California 90071-3406; Telephone:
(213) 687-7700.
If we have incorporated by reference any statement or information in
this prospectus and we subsequently modify that statement or information, the
statement or information incorporated in this prospectus is also modified or
superseded in the same manner. This prospectus incorporates by reference any
subsequently filed document.
ITEM 4. Description of Securities
Our common stock is listed for trading on the NYSE under the symbol "RS"
and was first traded on September 16, 1994. Under our Restated Articles of
Incorporation, we are authorized to issue up to 100,000,000 shares of common
stock, no par value, and 5,000,000 shares of preferred stock. As of December 31,
2001, there were 298 record owners of our common stock and 31,572,601 shares of
common stock outstanding.
ITEM 5. Interests of Named Experts and Counsel
Ernst & Young LLP, independent auditors, have audited our consolidated
financial statements and schedule included in our Annual Report on Form 10-K for
the year ended December 31, 2000, as set forth in their report, which is
incorporated by reference in this prospectus and elsewhere in the registration
statement. Our financial statements and schedule are incorporated by reference
in reliance on Ernst & Young LLP's reports given on their authority as experts
in accounting and auditing.
ITEM 6. Indemnification of Directors and Officers
In Article IV of the Restated Articles of Incorporation of the Company,
the Company has eliminated to the fullest extent permitted under California law
the liability of directors of the Company for monetary damages. Additionally,
the Company is authorized to indemnify its agents as defined in Section 317 of
the California General Corporation Law for breach of their duty to the Company
and its shareholders through Bylaw provisions or through agreements with the
agents, or both, in excess of the indemnification otherwise permitted under
Section 317, subject to the limits on such excess indemnification set forth in
Section 204 of the California General Corporation Law. Section 5.11 of the
Company's Bylaws provides that the Company shall indemnify each of its agents
against expenses, judgments, fines, settlements or other amounts actually and
reasonably incurred by such person by reason of such person having been made or
having been threatened to be made a party to a proceeding to the fullest extent
permissible by the provisions of Section 317 of the California Corporations
Code, as amended from time to time, and that the Company shall advance the
expenses reasonably expected to be incurred in defending any such proceeding,
upon receipt of the undertaking required by Section 317(f).
Section 204 of the California General Corporation Law allows a
corporation, among other things, to eliminate or limit the personal liability of
a director for monetary damages in an action brought by the corporation itself
or by way of a derivative action brought by shareholders for breach of a
director's duties to the corporation and its shareholders. The provision may not
eliminate or limit liability of directors for the following specified actions,
however: (i) for acts or omissions that involve intentional misconduct or a
knowing and culpable violation of law; (ii) for acts or omissions that a
director believes to be contrary to the best interests of the corporation or its
shareholders, or that involve the absence of good faith on the part of the
director; (iii) for any transaction from which a director derived an improper
personal benefit; (iv) for acts or omissions that show a reckless disregard of
the director's duty to the corporation or its shareholders in circumstances in
which the director was aware, or should have been aware, in the ordinary course
of performing a director's duties, of a risk of serious injury to the
corporation or its shareholders; (v) for acts or omissions that constitute an
unexcused pattern of inattention that amounts to an abdication of the director's
duty to the corporation or its shareholders; (vi) for transactions between the
corporation and a director, or between corporations having interrelated
directors; and (vii) for improper distributions and stock dividends, loans and
guaranties. The provision does not apply to acts or omissions occurring before
the date that the provision became effective and does not eliminate or limit the
liability of an officer for an act or omission as an officer, regardless of
whether that officer is also a director.
Section 317 of the California General Corporation Law gives a
corporation the power to indemnify any person who was or is a party, or is
threatened to be made a party, to any proceeding, whether threatened, pending,
or completed, and whether civil, criminal, administrative or investigative, by
reason of the fact that that person is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise. A corporation may indemnify such a
person against expenses, judgments, fines, settlements and other amounts
actually or reasonably incurred in connection with the proceeding, if that
person acted in good faith, and in a manner that that person reasonably believed
to be in the best interest of the corporation; and, in the case of a criminal
proceeding, had no reasonable cause to believe the conduct of the person was
unlawful. In an action by or in the right of the corporation, no indemnification
may be made with respect to any claim, issue or matter (a) as to which the
person shall have been adjudged to be liable to the corporation in the
performance of that person's duty to the corporation and its shareholders,
unless and only to the extent that the court in which such proceeding was
brought shall determine that, in view of all of the circumstances of the case,
the person is fairly and reasonably entitled to indemnity for expenses; and (b)
which is settled or otherwise disposed of without court approval. To the extent
that any such person has been successful on the merits in defense of any
proceeding, or any claim, issue or matter therein, that person shall be
indemnified against expenses actually and reasonably incurred in connection
therewith. Indemnification is available only if authorized in the specific case
by a majority of a quorum of disinterested directors, by independent legal
counsel in a written opinion, by approval of the shareholders other than the
person to be indemnified, or by the court. Expenses incurred by such a person
may be advanced by the corporation before the final disposition of the
proceeding upon receipt of an undertaking to repay the amount if it is
ultimately determined that the person is not entitled to indemnification.
Section 317 further provides that a corporation may indemnify its
officers and directors in excess of the statutory provisions if authorized by
its Articles of Incorporation and that a corporation may purchase and maintain
insurance on behalf of any officer, director, employee or agent against any
liability asserted or incurred in his or her capacity, or arising out of his or
her status with the corporation.
In addition to the provisions of the Restated Articles of Incorporation
and Bylaws of the Company, the Company has entered into indemnification
agreements with all of its present directors and officers, to indemnify these
persons against liabilities arising from third party proceedings, or from
proceedings by or in the right of the Company, to the fullest extent permitted
by law. Additionally, the Company has purchased directors' and officers'
liability insurance for the benefit of its directors and officers.
ITEM 7. Exemption from Registration Claimed
Not applicable
ITEM 8. Exhibits
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(1) Incorporated by reference from Exhibits to Registrant's Registration
Statement on Form S-1, as amended, originally filed on May 25, 1994 as
Commission File No. 33-79318.
(2) Incorporated by reference from Exhibits to Registrant's Registration
Statement on Form S-3, as amended, originally filed on June 4, 2001 as
Commission File No. 333-62276.
(3) Incorporated by reference from Exhibits to Registrant's Proxy Statement
for Annual Meeting of Shareholders held May 20, 1998.
ITEM 9. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(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 amendment 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 end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than 20 percent
change in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement; and
(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.
(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.
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 by reference in the registration statement 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.
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 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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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 Los Angeles, State of California on this 31st
day of January 2002.
RELIANCE STEEL & ALUMINUM CO.
By: /s/ David H. Hannah
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David H. Hannah
Chief Executive Officer
POWER OF ATTORNEY
The officers and directors of Reliance Steel & Aluminum Co. whose
signatures appear below hereby constitute and appoint David H. Hannah and Gregg
J. Mollins, or either of them, to act severally as attorneys-in-fact and agents,
with power of substitution and resubstitution for each of them in any and all
capacities to sign any amendments to this registration statement 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 attorneys-in-fact, or substitute or substitutes, may do or cause to be done
by virtue hereof.
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 and on the date indicated.