As filed with the Securities and Exchange Commission on January 5, 2018
Registration No. 333-32516
Registration No. 333-106411
Registration No. 333-128445
Registration No. 333-146330
Registration No. 333-153369
Registration No. 333-155668
Registration No. 333-159123
Registration No. 333-168428
Registration No. 333-170801
Registration No. 333-182899
Registration No. 333-189882
Registration No. 333-203275
Registration No. 333-209772
Registration No. 333-212246
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ARCONIC INC.
(Exact name of registrant as specified in its charter)
| Delaware | 25-0317820 |
| (State of Incorporation) | (I.R.S. Employer Identification No.) |
390 Park Avenue
New York, New York 10022-4608
(Address of principal executive office, including zip code)
ARCONIC BARGAINING RETIREMENT SAVINGS PLAN
ARCONIC SALARIED RETIREMENT SAVINGS PLAN
ARCONIC HOURLY NON-BARGAINING RETIREMENT SAVINGS PLAN
ARCONIC FASTENER SYSTEMS AND RINGS RETIREMENT SAVINGS PLAN
ARCONIC RETIREMENT SAVINGS PLAN FOR ATEP BARGAINING EMPLOYEES
2013 ARCONIC STOCK INCENTIVE PLAN, AS AMENDED AND RESTATED
2009 ALCOA STOCK INCENTIVE PLAN
RTI INTERNATIONAL METALS, INC. 2014 STOCK AND INCENTIVE PLAN, AS AMENDED
RTI INTERNATIONAL METALS, INC. 2004 STOCK PLAN, AS AMENDED
(Full Title of Plans)
Katherine H. Ramundo
Executive Vice President, Chief Legal Officer and Secretary
390 Park Avenue
New York, New York 10022-4608
(212) 836-2656
(Name, Address and Telephone Number, Including Area Code, of Agent for Service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer x | Accelerated filer ¨ | |
| Non-accelerated filer ¨ (Do not check if a smaller reporting company) | Smaller reporting company ¨ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨
EXPLANATORY NOTE
This Post-Effective Amendment (the “Amendment”) incorporates by reference the contents of the Registration Statements on Form S-8 filed by Arconic Inc. (“Arconic”) with the U.S. Securities and Exchange Commission (the “SEC”) on the following dates:
| · | March 15, 2000 (File No. 333-32516) |
| · | June 24, 2003 (File No. 333-106411) |
| · | September 20, 2005 (File No. 333-128445) |
| · | September 26, 2007 (File No. 333-146330) |
| · | September 8, 2008 (File No. 333-153369) |
| · | November 25, 2008 (File No. 333-155668) |
| · | May 11, 2009 (File No. 333-159123) |
| · | July 30, 2010 (File No. 333-168428) |
| · | November 23, 2010 (File No. 333-170801) |
| · | July 27, 2012 (File No. 333-182899) |
| · | July 10, 2013 (File No. 333-189882) |
| · | February 26, 2016 (File No. 333-209772) |
| · | June 24, 2016 (File No. 333-212246) |
as well as the contents of the Registration Statement on Form S-4 (File No. 333-203275) filed with the SEC on April 7, 2015, each as amended from time to time (collectively, the “Registration Statements”), which relate to:
| · | the Arconic Bargaining Retirement Savings Plan, |
| · | the Arconic Salaried Retirement Savings Plan, |
| · | the Arconic Hourly Non-Bargaining Retirement Savings Plan, |
| · | the Arconic Fasteners and Rings Retirement Savings Plan, |
| · | the Arconic Retirement Savings Plan for ATEP Bargaining Employees, |
| · | the 2013 Arconic Stock Incentive Plan, as amended and restated, |
| · | the 2009 Alcoa Stock Incentive Plan, |
| · | the RTI International Metals, Inc. 2014 Stock and Incentive Plan, as amended, and |
| · | the RTI International Metals, Inc. 2004 Stock Plan, as amended (collectively, the “Plans”). |
This Amendment constitutes Post-Effective Amendment No. 10 to Registration Statement Nos. 333-32516 and 333-106411; Post-Effective Amendment No. 5 to Registration Statement Nos. 333-128445, 333-146330, 333-153369, 333-155668 and 333-168428; Post-Effective Amendment No. 4 to Registration Statement Nos. 333-170801, 333-182899 and 333-209772; Post-Effective Amendment No. 2 to Registration Statement No. 333-203275; and Post-Effective Amendment No. 1 to Registration Statement Nos. 333-159123, 333-189882 and 333-212246.
On December 31, 2017, Arconic Inc., a Pennsylvania corporation (“Arconic Pennsylvania” or, prior to the Reincorporation (as defined below), the “Company”) merged with and into Arconic Inc., a Delaware corporation (“Arconic Delaware” or, following the Reincorporation, the “Company”) in order to effect the change of the Company’s jurisdiction of incorporation from Pennsylvania to Delaware (the “Reincorporation”). The shareholders of Arconic Pennsylvania approved the Reincorporation at a special meeting of shareholders held on November 30, 2017. Arconic Delaware is deemed to be the successor issuer of Arconic Pennsylvania under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
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This Amendment to the Registration Statements is being filed pursuant to Rule 414 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), solely to update the Registration Statements as a result of the Reincorporation. In connection with the Reincorporation, Arconic Delaware assumed the Plans and all of the outstanding equity awards and notional share units under the Plans. At the effective time of the Reincorporation, each outstanding equity award and notional share unit relating to shares of Arconic Pennsylvania’s common stock was converted into an equity award or notional share unit, as applicable, relating to an equivalent number of shares of Arconic Delaware’s common stock on the same terms and subject to the same conditions.
In accordance with Rule 414 of the Securities Act, except as modified by this Amendment, Arconic Delaware, as successor issuer to Arconic Pennsylvania, hereby expressly adopts the Registration Statements as its own registration statements for all purposes of the Securities Act and the Exchange Act, as updated by subsequent filings under the Exchange Act. The applicable registration fees were paid at the time of the original filings of the Registration Statements.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
| Item 3. | Incorporation of Documents by Reference. |
The SEC allows the Company to “incorporate by reference” in the Registration Statements the information in the documents that it files with the SEC, which means that the Company can disclose important information to you by referring you to those documents. The information incorporated by reference in the Registration Statements is considered to be a part of the Registration Statements, and information in documents that the Company files later with the SEC will automatically update and supersede information contained in documents filed earlier with the SEC or contained in the Registration Statements. The Company incorporates by reference in the Registration Statements the documents listed below and any future filings that it may make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Amendment and prior to the filing of a post-effective amendment to the Registration Statements which indicates that all securities offered thereby have been sold or which deregisters all securities then remaining unsold, except that the Company is not incorporating by reference any information that is deemed to have been furnished and not filed in accordance with SEC rules.
| • | The Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016 (the “Annual Report”). |
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| • | The Company’s Quarterly Reports on Form 10-Q filed since the end of the fiscal year covered by the Annual Report. |
| • | The Company’s Current Reports on Form 8-K filed since the end of the fiscal year covered by the Annual Report. |
| • | The description of the Company’s common stock, par value $1.00 per share, (the “Common Stock”) contained in the Company’s Registration Statement on Form 8-A/A (File No. 001-03610), filed January 4, 2018, including any amendment or report filed or to be filed for the purpose of updating such description. |
The Company will furnish without charge to you, upon written or oral request, a copy of any or all of the documents described above, except for exhibits to those documents, unless the exhibits are specifically incorporated by reference into those documents. Requests for copies should be addressed to:
Arconic Inc.
Attention: Investor Relations
390 Park Avenue
New York, New York 10022-4608
Telephone: (212) 836-2758
| Item 4. | Description of Securities. |
Not Applicable.
| Item 5. | Interests of Named Experts and Counsel. |
Not Applicable.
| Item 6. | Indemnification of Directors and Officers. |
The Company has purchased a directors and officers liability insurance policy with an aggregate limit of $500 million for liability of directors and officers. The insurance also includes within that limit $200 million of coverage, subject to a deductible, for reimbursement to the Company for indemnification provided to directors and officers. The policy has an expiration date of November 1, 2018 and provides liability insurance and reimbursement coverage for the Company and its directors and officers that is permitted by the laws of Delaware.
Section 145 of the General Corporation Law of the State of Delaware (as amended, the “DGCL”) grants a corporation the power to indemnify its officers and directors, under certain circumstances and subject to certain conditions and limitations as stated therein, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement, actually and reasonably incurred by them as a result of threatened, pending or completed actions, suits or proceedings brought against them by reason of the fact that they are or were an officer or director of the corporation or served at the request of the corporation if they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe their conduct was unlawful.
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Article VI of the Company’s Bylaws provides that the Company shall indemnify and hold harmless each person who was or is a party to, or is otherwise threatened to be made a party to, any threatened, pending or completed action, suit or proceeding (a “Proceeding”), by reason of the fact that he or she (or a person of whom he or she is the legal representative), is or was a director or officer of the Company or, while serving as a director or officer of the Company, is or was serving at the request of the Company as a director, officer, trustee, employee or agent of another entity (a “Covered Person”), to the fullest extent permitted by the DGCL, against all expenses, liability and loss reasonably incurred or suffered by such Covered Person in connection therewith; provided, however, that the Company shall indemnify any such Covered Person seeking indemnification in connection with a Proceeding (or part thereof) initiated by such Covered Person only if such Proceeding (or part thereof) was authorized by the Board of Directors of the Company. The Company has entered into indemnity agreements with its directors and officers consistent with the foregoing.
The Company’s Bylaws also provide that, to the fullest extent permitted by the DGCL, each Covered Person shall have the right to be paid by the Company the expenses (including reasonable attorneys’ fees) incurred in connection with any Proceeding in advance of its final disposition; provided, that if the DGCL requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer shall be made only upon delivery to the Company of an undertaking by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right of appeal that such director or officer is not entitled to be indemnified for such expenses.
Section 145 of the DGCL and the Bylaws 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 102(b)(7) of the DGCL provides that a Delaware corporation’s certificate of incorporation may contain a provision eliminating or limiting the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, provided that such provision shall not eliminate or limit the liability of a director: (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders; (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (iii) certain unlawful share purchases, redemptions, or dividends; or (iv) for any transaction from which the director derived an improper personal benefit. The Company’s Certificate of Incorporation provides that a director of the Company shall not be personally liable either to the Company or to any of its stockholders for monetary damages for breach of fiduciary duty as a director, to the fullest extent permitted by the DGCL.
The foregoing description of certain provisions of Company’s Certificate of Incorporation and Bylaws does not purport to be complete, and is subject to, and qualified in its entirety by, the Company’s Certificate of Incorporation and Bylaws, which have been filed and are incorporated by reference herein as Exhibit 4.1 and 4.2, respectively.
| Item 7. | Exemption From Registration Claimed. |
Not Applicable.
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| Item 8. | Exhibits. |
The following exhibits are filed with or incorporated by reference into this Amendment (numbering corresponds to Exhibit Table in Item 6.01 of Regulation S-K).
| Item 9. | Undertakings. |
Incorporated by reference to the Registration Statements.
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INDEX TO EXHIBITS
7
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 Post-Effective Amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, the State of New York, on January 5, 2018.
|
ARCONIC INC. (Registrant)
| ||
| By | /s/ Paul Myron | |
| Paul Myron | ||
| Vice President and Controller | ||
| (Principal Accounting Officer) | ||
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment has been signed below by the following persons in the capacities and on the dates indicated.
|
Signature |
Title |
Date | ||
| /s/ David P. Hess | Interim Chief Executive Officer; Director | January 5, 2018 | ||
| David P. Hess | (Principal Executive Officer) | |||
| /s/ Ken Giacobbe | Executive Vice President and Chief Financial Officer | January 5, 2018 | ||
| Ken Giacobbe | (Principal Financial Officer) | |||
| /s/ Paul Myron | Vice President and Controller | January 5, 2018 | ||
| Paul Myron | (Principal Accounting Officer) | |||
Arthur D. Collins, Jr., Rajiv L. Gupta, Sean O. Mahoney, E. Stanley O’Neal, John C. Plant, Julie G. Richardson, Patricia F. Russo and Ulrich R. Schmidt, each as a Director, on January 5, 2018, by Paul Myron, their attorney-in-fact.
| /s/ Paul Myron | |
| Attorney-in-fact |
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Exhibit 5.1
Richards, Layton & Finger, P.A. Letterhead
January 5, 2018
Arconic Inc.
390 Park Avenue
New York, NY 10022-4608
| Re: | Post-Effective Amendment to Form S-8 Registration Statement |
Ladies and Gentlemen:
We are acting as special Delaware counsel to Arconic Inc., a Delaware corporation (the “Company”), in connection with the Post-Effective Amendment to Form S-8 Registration Statement of the Company to be filed with the Securities and Exchange Commission on or about January 5, 2018 (the “Post Effective Amendment to Registration Statement”) with respect to an aggregate of 115,378,447 shares of common stock, $1.00 par value, of the Company (the “Shares”), that are issuable by the Company under the Plans (as defined below). In this connection you have requested our opinion as to certain matters under the General Corporation Law of the State of Delaware (the “General Corporation Law”).
For the purpose of rendering our opinion as expressed herein, we have been furnished and have reviewed the following documents:
(i) the Certificate of Merger of the Company, as filed with the Secretary of State of the State of Delaware (the “Secretary of State”) on December 29, 2017, which includes the Certificate of Incorporation of the Company as of December 31, 2017;
(ii) the Bylaws of the Company as amended effective as of December 31, 2017;
(iii) the Arconic Bargaining Retirement Savings Plan (formerly known as the Alcoa Retirement Savings Plan for Bargaining Employees), as amended and restated effective January 1, 2015;
(iv) the Arconic Hourly Non-Bargaining Retirement Savings Plan (formerly known as the Alcoa Retirement Savings Plan for Hourly Non-Bargaining Employees), effective January 1, 2015;
(v) the Arconic Fastener Systems and Rings Retirement Saving Plan (formerly known as the Alcoa Retirement Savings Plan for Fastener Systems Employees), as amended and restated effective January 1, 2015;
Arconic Inc. January 5, 2018 Page 2 |
(vi) the Arconic Salaried Retirement Savings Plan (formerly known as the Alcoa Retirement Savings Plan for Salaried Employees), as amended and restated effective January 1, 2015;
(vii) the Arconic Retirement Savings Plan for ATEP Bargaining Employees, effective January 1, 2017;
(viii) the 2013 Arconic Stock Incentive Plan, as amended and restated;
(ix) the Amended and Restated 2009 Alcoa Stock Incentive Plan, dated February 15, 2011;
(x) the RTI International Metals, Inc. 2014 Stock and Incentive Plan;
(xi) the RTI International Metals, Inc. 2004 Stock Plan (together with the retirement savings and stock incentive plans listed in (iii)-(xi), the “Plans”);
(xii) the Post-Effective Amendment to Registration Statement; and
(xiii) a certificate of the Secretary of State, dated the date hereof, as to the good standing of the Company.
For purposes of this opinion, we have not reviewed any documents other than the documents listed in paragraphs (i) through (xiii) above. In particular, we have not reviewed any document (other than the documents listed in paragraphs (i) through (xiii) above) that is referred to in or incorporated by reference into the documents reviewed by us. We have assumed that there exists no provision in any document that we have not reviewed that is inconsistent with the opinions stated herein. We have conducted no independent factual investigation of our own but rather have relied solely upon the foregoing documents, the statements and information set forth therein and the additional matters recited or assumed herein, all of which we have assumed to be true, complete and accurate in all material respects.
With respect to all documents examined by us, we have assumed (i) the authenticity of all documents submitted to us as authentic originals, (ii) the conformity with the originals of all documents submitted to us as copies or forms, and (iii) the genuineness of all signatures.
For purposes of this opinion, we have assumed (i) the legal capacity of each natural person who is a signatory to the documents examined by us, (ii) that each of the parties to the documents examined by us has the power and authority to execute and deliver, and to perform its obligations under, such documents, (iii) that each of the parties to the documents examined by us has duly authorized, executed and delivered such documents, (iv) that any Plans governed by laws other than the laws of the State of Delaware are legal, binding and enforceable obligations of the Company under the stated governing law applicable to such Plans, (v) that any amendment or restatement of any of the Plans was accomplished in accordance with, and was permitted by, the relevant provisions of such Plans, (vi) that the Shares are issued in accordance with the Plans, (vii) that the consideration received by the Company for the Shares will not be less than the par value thereof, (viii) that, at the time of any issuance of Shares, the Plans are in effect and will not have been amended or rescinded, and (ix) that, after the issuance of any Shares, the Company will not have issued more shares of its common stock, $1.00 par value, than at the time of such issuance are authorized for issuance under the Company’s certificate of incorporation and not issued, subscribed for or otherwise committed for issuance. We have not participated in the preparation of the Post-Effective Amendment to Registration Statement and assume no responsibility for its contents.
Arconic Inc. January 5, 2018 Page 3 |
This opinion is limited to the laws of the State of Delaware and we have not considered and express no opinion on the laws of any other state or jurisdiction, including federal laws and rules and regulations relating thereto.
Based upon the foregoing, and upon our examination of such questions of law and statutes of the State of Delaware as we have considered necessary or appropriate, and subject to the assumptions, qualifications, limitations and exceptions set forth herein, we are of the opinion that when issued in accordance with the Plans, the Shares will be validly issued, fully paid and nonassessable.
We consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to the Post-Effective Amendment to Registration Statement. In giving the foregoing consent, we do not thereby admit that we come within the category of Persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder.
Very truly yours,
/s/ Richards, Layton & Finger, P.A.
Exhibit 15.1
January 5, 2018
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
Commissioners:
We are aware that our reports dated May 1, 2017, August 2, 2017, and November 6, 2017 on our reviews of interim financial information of Arconic Inc. and its subsidiaries, which are included in Arconic Inc.’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2017, June 30, 2017, and September 30, 2017 are incorporated by reference in this Post-Effective Amendment to Registration Statements on Form S-8 (Nos. 333-32516, 333-106411, 333-128445, 333-146330, 333-153369, 333-155668, 333-159123, 333-168428, 333-170801, 333-182899, 333-189882, 333-203275, 333-209772, and 333-212246).
Very truly yours,
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Pittsburgh, Pennsylvania
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Post-Effective Amendment to Registration Statements on Form S-8 (Nos. 333-32516, 333-106411, 333-128445, 333-146330, 333-153369, 333-155668, 333-159123, 333-168428, 333-170801, 333-182899, 333-189882, 333-203275, 333-209772, and 333-212246) of Arconic Inc. and its subsidiaries of our report dated February 28, 2017 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in Arconic Inc.'s Annual Report on Form 10-K for the year ended December 31, 2016.
/s/ PricewaterhouseCoopers LLP
Pittsburgh, Pennsylvania
January 5, 2018