-----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, SBtLcsUd5V7S375ptW6Rfn6oWNTRz8cAYVh1WpPsebWso2Up+ZD3qzkqauScSDI4 sPt9426XKhuCtrUHC5ASeg== 0000055604-98-000005.txt : 19980604 0000055604-98-000005.hdr.sgml : 19980604 ACCESSION NUMBER: 0000055604-98-000005 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19980602 EFFECTIVENESS DATE: 19980602 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: KEYSTONE CONSOLIDATED INDUSTRIES INC CENTRAL INDEX KEY: 0000055604 STANDARD INDUSTRIAL CLASSIFICATION: STEEL WORKS, BLAST FURNACES ROLLING MILLS (COKE OVENS) [3312] IRS NUMBER: 370364250 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-55865 FILM NUMBER: 98641351 BUSINESS ADDRESS: STREET 1: 5430 LBJ FWY STE 1740 STREET 2: THREE LINCOLN CENTRE CITY: DALLAS STATE: TX ZIP: 75240 BUSINESS PHONE: 2144580028 MAIL ADDRESS: STREET 1: 5430 LBJ FWY STE 1740 STREET 2: THREE LINCOLN CENTRE CITY: DALLAS STATE: TX ZIP: 75240 FORMER COMPANY: FORMER CONFORMED NAME: KEYSTONE STEEL & WIRE CO DATE OF NAME CHANGE: 19710506 S-8 1 KEYSTONE CONSOLIDATED FORM S-8 As filed with the Securities and Exchange Commission on June 2, 1998 Registration No. 333- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 KEYSTONE CONSOLIDATED INDUSTRIES, INC. (Exact name of registrant as specified in its charter) DELAWARE 37-0364250 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) Three Lincoln Centre 5430 LBJ Freeway Suite 1740 Dallas, Texas 75240-2697 (Address of principal executive offices) Keystone Consolidated Industries, Inc. 1992 Incentive Plan (Full title of the plan) Alan C. Leet, Esq. Rogers & Hardin LLP 2700 International Tower 229 Peachtree Street, N.E. Atlanta, Georgia 30303 (404) 522-4700 (Name, address and telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE
Title of Securities Amount to be Proposed Maximum Proposed Maximum Amount of to be Registered Registered(2) Offering Price Aggregate Registration Per Share Offering Price Fee Common Stock, $1.00 200,000 $12.125 (3) $2,425,000 (3) $715.38 par value per share (1) (1) Issuable pursuant to the Keystone Consolidated Industries, Inc. 1992 Incentive Plan. (2) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended, this registration statement also includes an indeterminable number of additional shares that may become issuable as a result of cancelled, terminated or expired options for Common Stock. (3) Pursuant to Rule 457(c) under the Securities Act of 1933, as amended, and solely for the purpose of calculating the applicable registration fee, the proposed maximum offering price per share has been estimated at $12.125, which amount represents the average of the high and low sales prices of the common stock of Keystone Consolidated Industries, Inc. on May 27, 1998 as reported on the New York Stock Exchange.
Pursuant to Rule 429 under the Securities Act of 1933, as amended, the Prospectus, which constitutes a part of this Registration Statement, also relates to an aggregate of 100,000 shares of the Registrant's common stock registered on Form S-8, Registration No. 33-63086, filed with the Securities and Exchange Commission on May 21, 1993. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Certain Documents by Reference. The following documents are incorporated by reference in this Registration Statement: (a) The Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1997, filed with the Commission on March 24, 1998; (b) The Registrant's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 1998, filed with the Commission on May 5, 1998; (c) The Registrant's Current Report on Form 8-K dated as of December 23, 1997, filed with the Commission on January 16, 1998; and (d) The Description of Capital Stock provided in the Registrant's Registration Statement on Form 8-A, filed with the Commission on April 29, 1968. All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), prior to the filing of a post-effective amendment to this Registration Statement which indicates that all the shares of Common Stock offered hereby have been sold or which deregisters all of such shares then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. Item 4. Description of Securities. Not applicable. Item 5. Interests of Named Experts and Counsel. Not applicable. Item 6. Indemnification of Officers and Directors. Section 145 of the Delaware General Corporation Law ("DGCL") provides that, to the extent a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding, whether civil, criminal, administrative or investigative or in defense of any claim, issue, or matter therein (hereinafter a "Proceeding"), by reason of the fact that he is or was a director, officer, employee or agent of a corporation or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise (collectively an "Agent" of the corporation), he shall be indemnified against expenses (including attorney's fees) actually and reasonably incurred by him in connection therewith. Section 145 also provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened Proceeding by reason of the fact that he is or was an Agent of the corporation, against expenses (including attorney's fees), judgment, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interest of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful; provided, however, that in an action by or in the right of the corporation, the corporation may not indemnify such person in respect of any claim, issue, or matter as to which he is adjudged to be liable to the corporation unless, and only to the extent that, the Court of Chancery or the court in which such proceeding was brought determines that, despite the adjudication of liability but in view of all the circumstances of the case, such person is reasonably entitled to indemnity. Article V of the Bylaws of Registrant provides with respect to the indemnification of directors and officers that the Registrant shall indemnify to the same extent currently permitted by Section 145 of the DGCL, each person that such Section grants the Registrant power to indemnify. Article Eleventh of the Certificate of Incorporation of the Registrant provides that no director shall be personally liable to the corporation or any of its stockholders for monetary damages for breach of fiduciary duty as a director, except with respect to (1) a breach of the director's duty of loyalty to the corporation or its stockholder, (2) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (3) liability under Section 174 of the DGCL, or (4) a transaction from which the director derived an improper personal benefit. Article Eleventh further provides that the liability of the corporation's directors to the corporation or its stockholders will be limited to the fullest extent permitted by Section 102(b)(7) of the DGCL, as amended from time to time. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the Registrant pursuant to the foregoing provisions, the Registrant has been informed that, in the opinion of the Commission, such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. Item 7. Exemption from Registration Claimed. Not applicable. Item 8. Exhibits. The exhibits to this Registration Statement are listed on the Exhibit Index included elsewhere herein. Item 9. Undertakings. (a) 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; (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. (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, 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. (b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, 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 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 herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the provisions described in Item 6, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act 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 of 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 and will be governed by the final adjudication of such issue. SIGNATURES Pursuant to the requirements of the Securities Act, 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 Dallas, State of Texas, on this 2nd day of June, 1998. KEYSTONE CONSOLIDATED INDUSTRIES, INC. By: Robert W. Singer President and Chief Executive Officer Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities indicated as of June 2, 1998. Signatures Capacity * Chairman of the Board Glenn R. Simmons President and Chief Executive Officer Robert W. Singer Vice President - Finance and Treasurer (Principal and Financial Officer) Harold M. Curdy Corporate Controller (Principal Bert E. Downing, Jr. Accounting Officer) * Director Thomas E. Barry * Director Paul M. Bass, Jr. * Director David E. Connor * Director William P. Lyons * Director William Spier * Director J. Walter Tucker, Jr. Director * Richard N. Ullman * By: Harold M. Curdy, as Attorney-in-Fact EXHIBIT INDEX Exhibit No. Description 4.1 Certificate of Incorporation of the Registrant (incorporated herein by reference to Exhibit 3.1 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1990). 4.2 Bylaws of the Registrant (incorporated herein by reference to Exhibit 3.2 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1994). 4.3 Indenture dated as of August 7, 1997 relating to the Registrant's 9 5/8% Senior Secured Notes due 2007 (incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed on September 4, 1997). 5.1 Opinion of Rogers & Hardin LLP 23.1 Consent of Coopers & Lybrand L.L.P. 23.2 Consent of Rogers & Hardin LLP (contained in Exhibit 5.1). 24.1 Power of Attorney II-14 EX-5.1 2 EXHIBIT 5.1 Securities and Exchange Commission June 2, 1998 Page 2 EXHIBIT 5.1 [The following text appears as letterhead: Rogers & Hardin Attorneys at Law 2700 International Tower 229 Peachtree Street, N.E. Atlanta, Georgia 30303-1601] June 2, 1998 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Re: Keystone Consolidated Industries, Inc. Registration Statement on Form S-8 Ladies and Gentlemen: We have acted as counsel to Keystone Consolidated Industries, Inc. (the "Company") in connection with the filing by the Company of a Registration Statement on Form S-8 (the "Registration Statement") with the Securities and Exchange Commission (the "Commission") registering under the Securities Act of II-1 Securities and Exchange Commission June 2, 1998 Page 2 1933, as amended (the "Act"), 200,000 shares of common stock, $1.00 par value per share (the "Common Stock"), of the Company issuable in connection with the Keystone Consolidated Industries, Inc. 1992 Incentive Compensation Plan (the "Plan"). All such shares of Common Stock are referred to herein as the "Shares". The opinion hereinafter set forth is given pursuant to Item 8 of Form S-8 and Item 601 of Regulation S-K. Such opinion is given solely for the benefit of the Commission, may be relied upon only by the Commission in connection with the Registration Statement and may not be used, circulated, quoted or referred to by or filed with any other person or entity, including any other governmental unit or agency, without first obtaining the express written consent of this firm. In giving the opinion hereinafter set forth, we have examined the minutes of the proceedings of the stockholders and the Board of Directors of the Company, the Plan, and such other agreements, documents, instruments and records as we deemed necessary or appropriate under the circumstances for us to express the opinion hereinafter set forth. As to various factual matters that are material to our opinion, we have relied upon certificates of officers of the Company and certificates and orders of various public officials. In making the foregoing examinations, we assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to the original documents of all documents submitted to us as copies, the authority of the person or persons who executed each of such documents on behalf of any person or entity other than the Company, the correctness and accuracy of all certificates of officers of the Company and the correctness and accuracy of all certificates and orders of various public officials. II-2 Securities and Exchange Commission June 2, 1998 Page 2 We are members of the Bar of, and are admitted to practice only in, the State of Georgia. Accordingly, we express no opinion herein as to the laws of any jurisdiction other than the United States, the State of Georgia and the Delaware General Corporation Law (the "DGCL"). Except as to the DGCL, to the extent that any of the opinions contained herein requires consideration of the laws of a state other than the State of Georgia, we have assumed, with your permission, that the laws of such states are the same as the laws of the State of Georgia. Based upon and subject to the foregoing, we are of the opinion that the Shares, when issued in accordance with the Plan against payment in full of the purchase price therefor, when applicable, will be validly issued, fully paid and nonassessable. Our conclusions are limited to the matters expressly set forth as our "opinion" in the immediately preceding paragraph, and no opinion is implied or to be inferred beyond the matters expressly so stated. Such opinion is given as of the date hereof, and we expressly decline any undertaking to revise or update such opinion subsequent to the date hereof or to advise the Commission of any matter arising subsequent to the date hereof that would cause us to modify, in whole or in part, such opinion. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving the foregoing consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission promulgated thereunder. Very truly yours, II-3 Securities and Exchange Commission June 2, 1998 Page 2 ROGERS & HARDIN II-4 EX-23.1 3 EXHIBIT 23.1 EXHIBIT 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in the registration statement of Keystone Consolidated Industries, Inc. on Form S-8 related to the registration of common stock for the Keystone Consolidated Industries, Inc. 1992 Incentive Plan of our report dated March 2, 1998, on our audits of the consolidated financial statements and financial statement schedule of Keystone Consolidated Industries, Inc. and Subsidiaries as of December 31, 1997 and 1996, and for the years ended December 31, 1997, 1996, and 1995, which report is included in the Annual Report on Form 10-Keystone. Dallas, Texas June 2, 1998 EX-24 4 EXHIBIT 24.1 EXHIBIT 24.1 POWER OF ATTORNEY NOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Robert W. Singer or Harold M. Curdy, and each of them, his true and lawful attorney-in-fact and agent, with full power of substitution, for him and in his name, place and stead, in any and all capacities, to sign the Registration Statements on Form S-8 of Keystone Consolidated Industries, Inc. (the "Company"), relating to the Keystone Consolidated Industries, Inc. 1997 Long-Term Incentive Plan, the Keystone Consolidated Industries, Inc. 1992 Incentive Compensation Plan and the DeSoto, Inc. 1992 Stock Plan, each to be filed with the Commission, and any and all amendments (including post-effective amendments) thereto, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite or necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This 2nd day of June, 1998. Glenn R. Simmons David E. Connor Robert W. Singer William P. Lyons Harold M. Curdy William Spier Bert E. Downing, Jr. J. Walter Tucker, Jr. Thomas E. Barry Richard N. Ullman Paul M. Bass, Jr. -----END PRIVACY-ENHANCED MESSAGE-----