-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, M7/OOGkwi7Uqf+SJ7Qpy2zuudI2TZR0W4WZLp4+zEj0XUazzqK3A6mSqyMHNF57X cbr5IeUbAB5MXS01QhW7xA== 0000950132-00-000320.txt : 20000504 0000950132-00-000320.hdr.sgml : 20000504 ACCESSION NUMBER: 0000950132-00-000320 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20000503 EFFECTIVENESS DATE: 20000503 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALCOA INC CENTRAL INDEX KEY: 0000004281 STANDARD INDUSTRIAL CLASSIFICATION: PRIMARY PRODUCTION OF ALUMINUM [3334] IRS NUMBER: 250317820 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-36208 FILM NUMBER: 618525 BUSINESS ADDRESS: STREET 1: 201 ISABELLA ST STREET 2: ALCOA CORPORATE CTR CITY: PITTSBURGH STATE: PA ZIP: 15212 BUSINESS PHONE: 4125532576 MAIL ADDRESS: STREET 1: 201 ISABELLA ST STREET 2: ALCOA CORPORATE CTR CITY: PITTSBURGH STATE: PA ZIP: 15212 FORMER COMPANY: FORMER CONFORMED NAME: ALUMINUM CO OF AMERICA DATE OF NAME CHANGE: 19920703 S-8 1 STOCK OPTION PLAN As filed with the Securities and Exchange Commission on May 3, 2000 Registration No. 333- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT Under The Securities Act of 1933 ALCOA INC. (Exact name of issuer as specified in its charter) Pennsylvania 25-0317820 (State of Incorporation) (I.R.S. Employer Identification No.) 201 Isabella Street, Alcoa Corporate Center, Pittsburgh, Pennsylvania 15212-5858 (Address of principal executive office, including zip code) REYNOLDS METALS COMPANY 1999 NONQUALIFIED STOCK OPTION PLAN REYNOLDS METALS COMPANY 1996 NONQUALIFIED STOCK OPTION PLAN REYNOLDS METALS COMPANY 1992 NONQUALIFIED STOCK OPTION PLAN REYNOLDS METALS COMPANY 1987 NONQUALIFIED STOCK OPTION PLAN (Full Titles of Plans) Denis A. Demblowski, Secretary and Senior Counsel 201 Isabella Street, Alcoa Corporate Center, Pittsburgh, Pennsylvania 15212-5858 (Name and address of agent for service) Telephone number of agent for service (412) 553-3856 CALCULATION OF REGISTRATION FEE
Proposed Proposed Title of Maximum Maximum Securities Amount Offering Aggregate Amount of to be to be Price Per Offering Registration Registered Registered(1) Share(2) Price(2) Fee Alcoa Inc. common stock, $1 par value 5,564,789 shares $63.75 $354,755,298.75 $93,655.40
(1) Pursuant to Rule 416(a), also covers additional securities that may be offered as a result of stock splits, stock dividends or similar transactions. (2) Estimated solely for the purpose of calculating the registration fee, based on the average of the high and low prices of shares of the Registrant's common stock as reported on the New York Stock Exchange Composite Transactions Tape on May 2, 2000. EXPLANATORY NOTE On May 3, 2000, Reynolds Metals Company became wholly owned by Alcoa Inc. and each outstanding share of Reynolds Metals Company common stock was converted into 1.06 shares of Alcoa common stock. At the same time, each outstanding Reynolds Metals Company employee stock option was converted into an option to acquire 1.06 shares of Alcoa common stock. This Registration Statement relates to 5,564,789 shares of Alcoa common stock, par value $1.00 per share, that may be issued from time to time under the 1987, 1992, 1996 and 1999 Reynolds Metals Company Nonqualified Stock Option Plans, beginning May 3, 2000. Of the total of 5,564,789 shares, 402,005 shares are allocated for the 1987 Plan; 2,223,059 shares are allocated for the 1992 Plan; 1,987,341 shares are allocated for the 1996 Plan; and 952,384 shares are allocated for the 1999 Plan. PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS ITEMS 1 AND 2 Documents containing information specified in Part I will be given or sent to employees in accordance with Rule 428(b)(1). PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE The following documents filed by Alcoa with the Securities and Exchange Commission are incorporated herein by reference: (a) Annual Report on Form 10-K for the fiscal year ended December 31, 1999; (b) All other reports filed by Alcoa pursuant to Section 13(a) or 15(d) of the Exchange Act since December 31, 1999; and (c) The description of Alcoa common stock contained under the heading "Description of Alcoa Capital Stock" in Alcoa's Registration Statement on Form S-4 filed December 30, 1999 (File No. 333-93849). All documents filed by Alcoa under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after the date of this Registration Statement and before the filing of a post-effective amendment to this Registration Statement that indicates that all securities offered hereunder have been sold or that deregisters all such securities then remaining unsold shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of the filing of such documents. Any statement contained in a document incorporated, or deemed to be incorporated, by reference herein or contained in this Registration Statement shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent any statement contained herein or in any subsequently filed document which also is, or is deemed to be, incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed to constitute a part hereof except as so modified or superseded. ITEM 4. DESCRIPTION OF SECURITIES Not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL The validity of the Common Stock to be issued in connection with the Plans will be passed upon by Denis A. Demblowski, Esq., Secretary and Senior Counsel of Alcoa. Mr. Demblowski is a participant in the stock option plan and various other employee benefit plans offered to employees of Alcoa. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS Article V of the By-laws of the Company provides that the Company shall indemnify, under specified circumstances, persons who were or are directors, officers or employees of the Company or who served or serve other business entities at the request of the Company. Under these By-law provisions, a person who is wholly successful in defending a claim will be indemnified for any reasonable expenses. To the extent a person is not successful in defending a claim, reasonable expenses of the defense and any liability incurred are to be indemnified under these provisions only where independent legal counsel or other disinterested person selected by the Board of Directors determines that such person acted in good faith and in a manner such person reasonably believed to be in, or not opposed to, the best interests of the Company, and in addition with respect to any criminal action or proceeding, had no reasonable cause to believe the conduct of such person was unlawful. Any expense incurred with respect to any claim may be advanced by the Company if the recipient agrees to repay such amount if it is ultimately determined that such recipient is not to be indemnified pursuant to Article V. The foregoing By-law provisions generally parallel Sections 1741 and 1745 of the Pennsylvania Business Corporation Law ("BCL"). Section 1746 and the By- laws both also provide that the indemnification provided for therein shall not be deemed exclusive of any other rights to which those seeking indemnification may otherwise be entitled. Section 1746 of the BCL and the By-laws provide for increased indemnification protections for directors, officers and others. Indemnification may be provided by Pennsylvania corporations in any case except where the act or failure to act giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness. Section 1713 of the BCL also sets forth a framework whereby Pennsylvania corporations, with the approval of the shareholders, may limit the personal liability of directors for monetary damages except where the act or omission giving rise to a claim constitutes self-dealing, willful misconduct or recklessness. The section does not apply to a director's responsibility or liability under a criminal or tax statute and may not apply to liability under Federal statutes, such as the Federal securities laws. The Company's Articles and By-laws were amended by the shareholders to implement the increased protections made available to directors under the BCL as described in the preceding paragraph. Article VIII of the By-laws provides that, except as prohibited by law, every director of the Company shall be entitled as of right to be indemnified by the Company for expenses and any and all liability paid or incurred by such person by reason of such person being or having been a director of the Company. Expenses incurred with respect to any claim may be advanced by the Company, subject to certain exceptions. The shareholders have also approved a form of indemnity agreement. The Company has entered into such an indemnity agreement with each of its current directors. The Company has purchased a three year liability insurance policy with an aggregate limit of $100 million, with certain specified deductible amounts, for liability of directors and officers and reimbursement to the Company for indemnification provided to directors and officers. The policy has an expiration date of October 1, 2000 and provides liability insurance and reimbursement coverage for the Company, and its directors and officers, which is permitted by the laws of Pennsylvania referred to above. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED Not applicable. ITEM 8. EXHIBITS Exhibit Number Description (4) Alcoa's Articles of Incorporation (incorporated by reference to Exhibit 3(a) to Alcoa's Annual Report on Form 10-K for the year ended December 31, 1988). (5) Opinion of Denis A. Demblowski, Senior Counsel of the Company. (15) Letter from Independent Public Accountants regarding unaudited financial information. (23)(a) Consent of PricewaterhouseCoopers LLP. (23)(b) Consent of Counsel (included as part of Exhibit 5). (24) Powers of Attorney of certain officers and directors of the Company. ITEM 9. UNDERTAKINGS The 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 Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% 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 (1)(i) and (1)(ii) do not apply if 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 Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this 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; and (4) 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 Section 15(d) of the Exchange Act 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 Company pursuant to the foregoing provisions described in Item 6 above, the Company has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company 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 Company 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 Act and will be governed by the final adjudication of such issue. 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 Pittsburgh, the Commonwealth of Pennsylvania, on this 3rd day of May, 2000. ALCOA INC. (Registrant) /s/ Robert F. Slagle ---------------------------------- Robert F. Slagle Executive Vice President - Human Resources and Communications Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated. Signature Title Date --------- ----- ---- /s/ Alain J.P. Belda President and May 3, 2000 - --------------------- Chief Executive Officer Alain J.P. Belda (Principal Executive Officer) /s/ Richard B. Kelson Executive Vice President and May 3, 2000 - --------------------- Chief Financial Officer Richard B. Kelson (Principal Financial Officer) /s/ Timothy S. Mock Vice President and May 3, 2000 - -------------------- Controller Timothy S. Mock (Principal Accounting Officer) Alain J.P. Belda, Kenneth W. Dam, Joseph T. Gorman, Judith M. Gueron, Sir Ronald Hampel, Hugh M. Morgan, John P. Mulroney, Paul H. O'Neill, Henry B. Schacht, Franklin A. Thomas and Marina v.N. Whitman, each as a Director, on May 3, 2000, by Denis A. Demblowski, their attorney-in-fact. /s/ Denis A. Demblowski -------------------------- Denis A. Demblowski Attorney-in-fact INDEX TO EXHIBITS Exhibit Number Description 4 Alcoa's Articles of Incorporation (incorporated by reference to Exhibit 3(a) to Alcoa's Annual Report on Form 10-K for the year ended December 31, 1988). 5 Opinion of Denis A. Demblowski, Senior Counsel of the Company. 15 Letter from Independent Public Accountants regarding unaudited financial information. 23(a) Consent of PricewaterhouseCoopers LLP. 23(b) Consent of Counsel (included in Exhibit 5). 24 Powers of Attorney for certain officers and directors of the Company. EX-5 2 OPINION OF COUNSEL Exhibit 5 May 3, 2000 U.S. Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Dear Sir or Madam: This opinion is furnished in connection with the registration by Alcoa Inc. (the "Company") pursuant to a Registration Statement on Form S-8 (the "Registration Statement") under the Securities Act of 1933, as amended (the "1933 Act"), of an aggregate of 5,564,789 shares of common stock, $1.00 par value, of the Company (the "Shares"), which are to be offered and sold by the Company through the following plans: the Reynolds Metals Company 1999 Nonqualified Stock Option Plan, the Reynolds Metals Company 1996 Nonqualified Stock Option Plan, the Reynolds Metals Company 1992 Nonqualified Stock Option Plan and the Reynolds Metals Company 1987 Nonqualified Stock Option Plan (collectively, the "Plans"). As Senior Counsel of the Company, I am of the opinion, based upon my familiarity with the affairs of the Company and upon my examination of the law and pertinent documents, that the Shares, when issued and sold pursuant to the Plans, will be legally issued, fully paid and non-assessable shares of common stock of the Company. I hereby consent to the filing of this opinion with the Securities and Exchange Commission (the "Commission") as an Exhibit to the Registration Statement with respect to the Shares under the 1933 Act. In giving this consent, I do not admit that I am in the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Commission issued thereunder. Very truly yours, /s/ Denis A. Demblowski Denis A. Demblowski Senior Counsel EX-15 3 LETTER FROM INDEPENDENT PUBLIC ACCOUNTANT Exhibit 15 May 3, 2000 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, DC 20549 Re: Alcoa Inc. We are aware that our report dated April 6, 2000, accompanying interim financial information of Alcoa Inc. and subsidiaries for the three-month periods ended March 31, 2000 and 1999, and included in Alcoa's Quarterly Report on Form 10-Q for the quarters then ended, are incorporated by reference in this registration statement related to the Reynolds Metals Company Nonqualified Stock Option Plans, dated May 3, 2000. Pursuant to Rule 436(c) under the Securities Act of 1933, these reports should not be considered a part of the registration statement prepared or certified by us within the meaning of Sections 7 and 11 of that Act. Very truly yours, /s/ PricewaterhouseCoopers LLP EX-23.A 4 CONSENT OF PRICEWATERHOUSECOOPERS LLP Exhibit 23(a) CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 related to the Reynolds Metals Company Nonqualified Stock Option Plans, of our reports dated January 10, 2000, except for Note V, for which the date is February 11, 2000, on our audits of the consolidated financial statements and financial statement schedule of Alcoa Inc. and consolidated subsidiaries as of December 31, 1999 and 1998, and for each of the three years in the period ended December 31, 1999, which reports are incorporated by reference or included in the Company's Annual Report on Form 10- K for the fiscal year ended December 31, 1999. /s/ PricewaterhouseCoopers LLP Pittsburgh, Pennsylvania May 3, 2000 EX-24 5 POWERS OF ATTORNEY Exhibit 24 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned Directors of Alcoa Inc. (the "Company") hereby constitutes and appoints RICHARD B. KELSON, TIMOTHY S. MOCK and DENIS A. DEMBLOWSKI, or any of them, his or her true and lawful attorneys and agents to do any and all acts and things and execute any and all instruments which said attorneys and agents, or any of them, may deem necessary or advisable or may be required to enable the Company to comply with the Securities Exchange Act of 1933, as amended, and any rules, regulations or requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under said Act of shares of common stock of the Company to be issued and distributed pursuant to the stock options issued under Reynolds Metals Company benefit plans or any successor plans, including specifically, but without limiting the generality of the foregoing, power and authority to sign the name of each of the undersigned Directors of the Company to any registration statement to be filed with the Securities Exchange Commission in respect of said plans or successor plans and shares of common stock, or either of them, to any and all pre-effective amendments, post- effective amendments and supplements to any such registration statement, and to any instruments or documents filed as part of or in connection with any such registration statement or pre-effective amendments or post-effective amendments or supplements thereto; and the undersigned hereby ratifies and confirms all that said attorneys and agents, or any of them, shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned have subscribed these presents on the date set opposite their names below. /s/ Kenneth W. Dam April 28, 2000 /s/ John P. Mulroney April 27, 2000 - --------------------- ----------------------- Kenneth W. Dam John P. Mulroney /s/ Joseph T. Gorman April 27, 2000 /s/ Paul H. O'Neill April 27, 2000 - --------------------- ----------------------- Joseph T. Gorman Paul H. O'Neill /s/ Judith M. Gueron April 28, 2000 /s/ Henry B. Schacht April 28, 2000 - --------------------- ----------------------- Judith M. Gueron Henry B. Schacht /s/ Sir Ronald Hampel April 27, 2000 /s/ Franklin A. Thomas April 28, 2000 - --------------------- ----------------------- Sir Ronald Hampel Franklin A. Thomas , 2000 /s/ Marina v.N. Whitman May 1, 2000 - --------------------- ----------------------- Hugh M. Morgan Marina v.N. Whitman POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned President and Chief Executive Officer and Director of Alcoa Inc. (the "Company") hereby constitutes and appoints RICHARD B. KELSON, TIMOTHY S. MOCK and DENIS A. DEMBLOWSKI, or any of them, his true and lawful attorneys and agents to do any and all acts and things and execute any and all instruments which said attorneys and agents, or any of them, may deem necessary or advisable or may be required to enable the Company to comply with the Securities Exchange Act of 1933, as amended, and any rules, regulations or requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under said Act of shares of common stock of the Company to be issued and distributed pursuant to stock options issued under Reynolds Metals Company benefit plans or any successor plans, including specifically, but without limiting the generality of the foregoing, power and authority to sign the name of the undersigned President and Chief Executive Officer and Director of the Company to any registration statement to be filed with the Securities Exchange Commission in respect of said Plan or successor plan and shares of common stock, or either of them, to any and all pre-effective amendments, post-effective amendments and supplements to any such registration statement, and to any instruments or documents filed as part of or in connection with any such registration statement or pre-effective amendments or post-effective amendments or supplements thereto; and the undersigned hereby ratifies and confirms all that said attorneys and agents, or any of them, shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has subscribed these presents on the date set opposite his name below. /s/ Alain J. P. Belda May 3, 2000 - --------------------------------- Alain J. P. Belda President, Chief Executive Officer and Director -----END PRIVACY-ENHANCED MESSAGE-----