S-8 1 0001.txt FORM S-8 As filed with the Securities and Exchange Commission on June 20, 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) HOWMET INTERNATIONAL INC. AMENDED AND RESTATED 1997 STOCK AWARDS PLAN (Full Title of Plan) Thomas F. Seligson 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) 553-4974 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 2,609,766 shares $28.344 $73,971,207.50 $19,528.40
(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 reported in the consolidated reporting system on June 13, 2000. EXPLANATORY NOTE On April 18, 2000, HMI Acquisition Corp., a Delaware corporation and wholly owned subsidiary of Alcoa Inc. ("HMI"), commenced a tender offer to purchase all of the outstanding shares of common stock of Howmet International Inc. ("Howmet"), par value $0.01 per share (the "Howmet Shares"), not including the shares of common stock held by Cordant Technologies Inc., a Delaware corporation ("Cordant"), Cordant Technologies Holding Company, a Delaware corporation and a wholly owned subsidiary of Cordant, or any of their affiliates, at a price of $20.00 per Howmet Share, net to the seller in cash, upon the terms and subject to the conditions set forth in the Offer to Purchase by HMI, dated April 18, 2000, and in the related Letter of transmittal (which together constitute the "Offer"). On June 2, 2000 Alcoa Inc. ("Alcoa") announced the signing of a definitive merger agreement with Howmet. Under the Agreement and Plan of Merger among Alcoa, HMI and Howmet dated as of June 2, 2000 (the "Merger Agreement"), Alcoa supplemented its then outstanding Offer to reflect the execution of the Merger Agreement and the increase of the Offer price to $21.00 net per share. The Merger Agreement provides, among other things, that certain options to purchase shares of Howmet common stock that remain outstanding immediately before the Effective Time (as defined in the Merger Agreement) will be assumed by Alcoa and converted, effective as of the Effective Time, into an option to purchase Alcoa common stock in accordance with the Merger Agreement. This Registration Statement relates to 2,609,766 shares of Alcoa common stock, par value $1.00 per share (the "Common Stock"), that may be issued from time to time to participants in the Howmet International Inc. Amended and Restated 1997 Stock Awards Plan, beginning June 20, 2000. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE The following documents filed by the Registrant 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) Quarterly Report on Form 10-Q for the quarter ended March 31, 2000; and (b) Current Reports on Form 8-K dated January 10, 2000, January 18, 2000, January 19, 2000, May 8, 2000 and May 15, 2000. All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 subsequent to the date of this Registration Statement and prior to 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 The Common Stock is registered under the Securities Exchange Act of 1934 and listed on the New York Stock Exchange and various foreign exchanges. Set forth below is a description of the Common Stock. The following statements are summaries of, and are subject to the detailed provisions of, the Registrant's Articles of Incorporation and By-laws and to the relevant provisions of the Pennsylvania Business Corporation Law. Alcoa currently has 1,800,000,000 shares of authorized Common Stock. Holders of Common Stock will receive dividends when and as declared by the Board of Directors of Alcoa. However, no dividend will be declared or paid on Common Stock if any Alcoa preferred stock is outstanding, unless all dividends accrued on all classes of Alcoa preferred stock and the current quarter yearly dividend on the Alcoa $3.75 Cumulative Serial Preferred Stock have been paid or declared and a sum sufficient for payment has been set apart. Holders of Common Stock have one vote per share. Upon any liquidation, dissolution, or winding up of Alcoa, whether 2 voluntary or involuntary, after payments to holders of Alcoa preferred stock in an amount fixed by the Board of Directors of Alcoa, plus accrued dividends, the remaining assets of Alcoa belong to and will be divided among the holders of Common Stock. The consolidation or merger of Alcoa with or into any other corporation(s) or a share exchange or division involving Alcoa pursuant to applicable law is not a liquidation, dissolution, or winding up of Alcoa under the Alcoa Articles. Holders of Common Stock have no right to participate in any right of subscription to any increased or additional capital stock of Alcoa. Common Stock does not have any applicable conversion, redemption, or sinking fund provisions and is not liable to further call or assessment by Alcoa. All issued and outstanding shares of Common Stock are paid fully and are non-assessable. The Alcoa Articles provide for a classified Board of Directors, divided into three classes as nearly equal as possible, with each class serving a staggered three-year term. The Articles provide that shareholders voting 80 percent of the votes that would be entitled to be cast at an annual election of directors may remove directors, with or without cause. They also provide that vacancies are to be filled only by a majority vote of the remaining directors, unless a vacancy resulted because of a vote of the shareholders, in which case the shareholders may fill the vacancy. A shareholder wishing to nominate directors at an annual meeting of Alcoa shareholders must provide written notice at least 90 days before the anniversary date of the prior year's meeting. The Alcoa Articles require the approval of 80 percent of the votes entitled to be cast in order to amend the provisions in the Alcoa Articles relating to the classification of the Board of Directors, nomination of directors, removal of directors, and certain other matters. The Alcoa Articles provide that, unless a stock repurchase is made in either a tender offer or exchange offer for a class of capital stock that is made available to all holders of the class on the same basis, or in an open market purchase program approved by Alcoa's Board of Directors, Alcoa may not repurchase stock from a shareholder who owns five percent or more of Alcoa's voting stock at prices greater than the current fair market value without the affirmative vote of a majority of shares held by persons other than such five percent shareholder. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL Thomas F. Seligson, Esq., Counsel of Alcoa will pass upon the validity of the Common Stock to be issued in connection with the Plans. Mr. Seligson 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 3 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 4 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 (5) Opinion of Thomas F. Seligson, 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 (a)(1)(i) and (a)(1)(ii) of this section do not apply if the information required to be included in a post- 5 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 (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 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. 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, on the 20th day of June, 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 June 20, 2000 ---------------------- Chief Executive Officer Alain J.P. Belda (Principal Executive Officer) /s/ Richard B. Kelson Executive Vice President and June 20, 2000 ---------------------- Chief Financial Officer Richard B. Kelson (Principal Financial Officer) /s/ Timothy S. Mock Vice President and June 20, 2000 ---------------------- Controller Timothy S. Mock (Principal Accounting Officer) Alain J.P. Belda, Kenneth W. Dam, Joseph T. Gorman, Judith M. Gueron, Sir Ronald Hampel, John P. Mulroney, Paul H. O'Neill, Henry B. Schacht, Franklin A. Thomas and Marina v.N. Whitman, each as a Director, on June 20, 2000, by Lawrence R. Purtell, their attorney-in-fact. /s/ Lawrence R. Purtell Lawrence R. Purtell Attorney-in-fact 7 INDEX TO EXHIBITS Exhibit Number Description 5 Opinion of Thomas F. Seligson, 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.