-----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, O47aonixMhVmpixtw8ByDGvqMFgdBvlbRLGl+5eDnhzJD9N6EsfVmK8OUlUXA3rm hgW38mwmAGLXHMJlTnDFgA== 0000950168-99-002297.txt : 19990818 0000950168-99-002297.hdr.sgml : 19990818 ACCESSION NUMBER: 0000950168-99-002297 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19990817 EFFECTIVENESS DATE: 19990817 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NUCOR CORP CENTRAL INDEX KEY: 0000073309 STANDARD INDUSTRIAL CLASSIFICATION: STEEL WORKS, BLAST FURNACES ROLLING MILLS (COKE OVENS) [3312] IRS NUMBER: 131860817 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-85375 FILM NUMBER: 99694435 BUSINESS ADDRESS: STREET 1: 2100 REXFORD RD CITY: CHARLOTTE STATE: NC ZIP: 28211 BUSINESS PHONE: 7043667000 MAIL ADDRESS: STREET 1: 2100 REXFORD ROAD CITY: CHARLOTTE STATE: NC ZIP: 28211 FORMER COMPANY: FORMER CONFORMED NAME: NUCLEAR CORP OF AMERICA INC DATE OF NAME CHANGE: 19680911 FORMER COMPANY: FORMER CONFORMED NAME: AZTEC MECHANICAL CONTRACTORS INC DATE OF NAME CHANGE: 19660629 S-8 1 NUCOR CORPORATION S-8 As filed with the Securities and Exchange Commission on August 17, 1999 Registration No. 333-______ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NUCOR CORPORATION (Exact name of Registrant as specified in its charter) DELAWARE 13-1860817 (State or other jurisdiction of (I.R.S. Employer Identification No.) Incorporation or organization) 2100 REXFORD ROAD CHARLOTTE, NORTH CAROLINA 28211 (Address of principal executive offices) (Zip Code) 1997 KEY EMPLOYEES INCENTIVE STOCK OPTION PLAN (Full title of plan) (Name, address and telephone number of agent for service) (Copy to:) SAMUEL SIEGEL THEODORE D. SEGAL, ESQ. VICE CHAIRMAN, CHIEF FINANCIAL OFFICER PIPER & MARBURY L.L.P. NUCOR CORPORATION 1200 NINETEENTH STREET, N.W. 2100 REXFORD ROAD WASHINGTON, D.C. 20036 CHARLOTTE, NORTH CAROLINA 28211 (202) 861-3900 (704) 366-7000 CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------------------------------------------- PROPOSED AMOUNT MAXIMUM AMOUNT OF TO BE AGGREGATE REGISTRATION TITLE OF SECURITIES TO BE REGISTERED REGISTERED OFFERING PRICE (2) FEE (2) - -------------------------------------------------------------------------------------------------------------------- Common Stock, $.40 par value 3,000,000(1) $149,520,000 $41,567 - --------------------------------------------------------------------------------------------------------------------
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as amended, this Registration Statement also covers an indeterminate number of shares of Common Stock that may be offered or issued by reason of stock splits, stock dividends or similar transactions. (2) Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(c) and (h). The proposed maximum offering price per share, proposed maximum aggregate offering price and the amount of the registration fee are based on the average of the high and low prices of Nucor Corporation's Common Stock reported on the New York Stock Exchange on August 13, 1999 (i.e., $49.84). PART I INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS Not required to be included in this Form S-8 Registration Statement pursuant to introductory Note to Part I of Form S-8. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents which have been filed by the Registrant with the Securities and Exchange Commission (the "Commission") are incorporated herein by reference: (a) Annual Report of the Registrant on Form 10-K for the fiscal year ended December 31, 1998; (b) All other reports filed pursuant to Sections 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the document referred to in (a) above; and (c) Description of Common Stock of the Registrant contained or incorporated in the registration statements filed by the Registrant under the Exchange Act, including any amendments or reports filed for the purpose of updating such description. All documents subsequently filed by the Registrant and the 1997 Key Employees Incentive Stock Option Plan (the "Plan") with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part of this Registration Statement 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 or in any other 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, 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. One or more parties at Piper & Marbury L.L.P., counsel to the Registrant, have an interest in the Common Stock of the Registrant in excess of $50,000. -2- ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Directors and officers of the Registrant are indemnified, pursuant to Section 145 of the Delaware General Corporation Law, under Article VIII of the Registrant's Certificate of Incorporation, as amended. The Registrant's Certificate of Incorporation provides that it shall, to the fullest extent permitted by applicable law from time to time in effect, indemnify any and all persons whom it shall have the power to indemnify under said law. Section 145 of the General Corporation Law of the State of Delaware permits a corporation to indemnify its directors and officers against expenses (including attorneys' fees), judgments, fines and amounts paid in settlements actually and reasonably incurred by them in connection with any action, suit or proceeding brought by third parties, if such directors or officers 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 reason to believe their conduct was unlawful. In an action by or in the right of the corporation, a corporation may indemnify its directors and officers only for expenses actually and reasonably incurred by such directors and officers in connection with the defense or settlement of an action or suit, and only with respect to a matter as to which they shall have acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interest of the corporation, except that no indemnification shall be made if such person shall have been adjudged liable to the corporation. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. ITEM 8. EXHIBITS. EXHIBIT NUMBER DESCRIPTION 4.0 1997 Key Employees Incentive Stock Option Plan (incorporated by reference to Nucor's Schedule 14A, Definitive Proxy Statement, filed with the Commission on March 26, 1997, File No. 1-04119) 5.0 Opinion of Piper & Marbury L.L.P., counsel for the Registrant, regarding the legal validity of the shares of Common Stock being registered for issuance under the Plan (filed herewith) 23.1 Consent of Counsel (contained in Exhibit 5.0) 23.2 Consent of Independent Accountants (filed herewith) 24 Powers of Attorney (filed herewith) 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; -3- (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 this 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. Paragraphs (l)(i) and (l)(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 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. 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 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 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 Act and will be governed by the final adjudication of such issue. -4- 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 Charlotte, State of North Carolina, on the 16th day of August, 1999. NUCOR CORPORATION By: /s/ H. David Aycock -------------------------------- H. David Aycock Chairman, President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, as amended, the Administrator of the Nucor Corporation's 1997 Key Employees Stock Option Plan has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Charlotte, State of North Carolina, on the 16th day of August 1999. NUCOR CORPORATION 1997 KEY EMPLOYEES INCENTIVE STOCK OPTION PLAN By: /s/ Samuel Siegel ------------------------------- Name: Samuel Siegel ------------------------ Title: Vice Chairman, Chief Executive Officer, Treasurer, Secretary and Director ------------------------ -5- Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature Title Date - --------- ----- ---- /s/ H. David Aycock Chairman, President and August 16, 1999 - --------------------------------- Chief Executive Officer H. David Aycock (Principal Executive Officer) /s/ Samuel Siegel Vice Chairman, Chief Financial Officer, August 16, 1999 - --------------------------------- Treasurer, Secretary and Director Samuel Siegel (Principal Financial Officer) /s/ Terry S. Lisenby Vice President and Corporate Controller August 16, 1999 - --------------------------------- (Principal Accounting Officer) Terry S. Lisenby * Director August 16, 1999 - --------------------------------- Peter C. Browning * Director August 16, 1999 - --------------------------------- Harvey B. Gantt * Director August 16, 1999 - --------------------------------- Victoria F. Haynes * Director August 16, 1999 - --------------------------------- James D. Hlavacek
By his signature below, Samuel Siegel has signed this Registration Statement on August 16, 1999 on behalf of the above-listed persons designated by asterisks pursuant to a duly executed power of attorney filed with the Securities and Exchange Commission. By: /s/ Samuel Siegel ----------------------------- Samuel Siegel Attorney-in-fact -6- EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION - ------ ----------- 4.0 1997 Key Employees Incentive Stock Option Plan (incorporated by reference to Nucor's Schedule 14A, Definitive Proxy Statement, filed with the Commission on March 26, 1997, File No. 1-04119) 5.0 Opinion of Piper & Marbury L.L.P., counsel for the Registrant, regarding the legal validity of the shares of Common Stock being registered for issuance under the Plan (filed herewith) 23.1 Consent of Counsel (contained in Exhibit 5.0) 23.2 Consent of Independent Accountants (filed herewith) 24 Powers of Attorney (filed herewith) -7- EX-5 2 EXHIBIT 5 EXHIBIT 5.0 PIPER & MARBURY L.L.P. CHARLES CENTER SOUTH 36 SOUTH CHARLES STREET BALTIMORE, MARYLAND 21201-3010 410-539-2530 WASHINGTON FAX: 410-539-0489 NEW YORK PHILADELPHIA EASTON August 16, 1999 Nucor Corporation 2100 Rexford Road Charlotte, North Carolina 28211 Ladies and Gentlemen: We have acted as counsel to Nucor Corporation, a Delaware corporation (the "Corporation"), in connection with the preparation and filing with the Securities and Exchange Commission of a Registration Statement on the Form S-8 (the "Registration Statement") registering 3,000,000 shares of Common Stock, par value $.40 per share, issuable pursuant to the exercise of stock options granted under the Nucor Corporation's 1997 Key Employees Incentive Stock Option Plans (the "Plan") (shares registered under the Plan pursuant to the Registration Statement referred to as the "Plan Shares"). We have examined copies of the Corporation's Amended and Restated Certificate of Incorporation, By-Laws, the Plan, all resolutions adopted by the Corporation's Board of Directors relating to the above and other records and documents that we have deemed necessary for the purpose of this opinion. We have also examined such other documents, papers, statutes and authorities as we have deemed necessary to form a basis for this opinion. In our examination, we have assumed the genuineness of all signatures and the conformity to original documents of all copies submitted to us. As to various questions of fact material to this opinion, we have relied on statements and certificates of officers and representatives of the Corporation and others. Based upon the foregoing, we are of the opinion that the Plan Shares issuable under the Plan have been duly authorized and will be (when issued, sold and delivered as authorized) validly issued, fully paid and non-assessable. The opinion set forth herein is limited to matters governed by the laws of the State of Delaware and the Federal Laws of the United States of America, and we express no opinion as to any other laws. We hereby consent to the filing of this opinion as Exhibit 5.0 to the Registration Statement. Very truly yours, /s/ Piper & Marbury L.L.P. EX-23 3 EXHIBIT 23.2 EXHIBIT 23.2 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 3, 1999 relating to the financial statements, which appears in the 1998 Annual Report to Shareholders of Nucor Corporation, which is incorporated by reference in Nucor Corporation's Annual Report on Form 10-K for the year ended December 31, 1998. /s/ PricewaterhouseCoopers LLP Charlotte, North Carolina August 16, 1999 - ---------------- EX-24 4 EXHIBIT 24 LIMITED POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS: That I, Peter C. Browning, the grantor, do by these presents hereby make, constitute and appoint H. David Aycock, Samuel Siegel and Terry S. Lisenby, or any of them, true and lawful attorneys-in-fact for me and in my name, place and stead, to sign my name in the capacity stated and where required to a Registration Statement filed with the Securities and Exchange Commission, and any and all amendments (including post-effective amendments) thereto, relating to the registration of shares of Common Stock of Nucor Corporation in connection with its 1997 Key Employees Incentive Stock Option Plan, and in connection with any other stock plan of Nucor Corporation. I grant and give unto my attorneys-in-fact authority and power to do and perform any and all other acts necessary or incident to the performance and execution of the powers herein expressly granted, with power to do and perform all acts authorized hereby, as fully as to all intents and purposes as I, the grantor, might or could do if personally present, with full power of substitution. IN WITNESS WHEREOF, I have hereunto set my hand as of the 11th day of August, 1999. /s/ Peter C. Browning ------------------------------ Peter C. Browning STATE OF North Carolina ) ) ss: COUNTY OF Mecklenburg ) I, Kelly J. Wilmoth, a Notary Public in and for the State and County aforesaid, do hereby certify that Peter C. Browning, the grantor of the foregoing Limited Power of Attorney, bearing date on the 11th day of August, 1999, personally appeared before me in this jurisdiction, being personally well known to me as the person who executed the said instrument, and acknowledged the same to be the act and deed of the grantor. Given under my hand and seal this 11th day of August, 1999. /s/ Kelly J. Wilmoth ------------------------------ Notary Public My commission expires on August 23, 2003 [Notary Seal appears here] LIMITED POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS: That I, Harvey B. Gantt, the grantor, do by these presents hereby make, constitute and appoint H. David Aycock, Samuel Siegel and Terry S. Lisenby, or any of them, true and lawful attorneys-in-fact for me and in my name, place and stead, to sign my name in the capacity stated and where required to a Registration Statement filed with the Securities and Exchange Commission, and any and all amendments (including post-effective amendments) thereto, relating to the registration of shares of Common Stock of Nucor Corporation in connection with its 1997 Key Employees Incentive Stock Option Plan, and in connection with any other stock plan of Nucor Corporation. I grant and give unto my attorneys-in-fact authority and power to do and perform any and all other acts necessary or incident to the performance and execution of the powers herein expressly granted, with power to do and perform all acts authorized hereby, as fully as to all intents and purposes as I, the grantor, might or could do if personally present, with full power of substitution. IN WITNESS WHEREOF, I have hereunto set my hand as of the 11th day of August, 1999. /s/ Harvey B. Gantt ------------------------------ Harvey B. Gantt STATE OF North Carolina ) ) ss: COUNTY OF Mecklenburg ) I, Kelly J. Wilmoth, a Notary Public in and for the State and County aforesaid, do hereby certify that Harvey B. Gantt, the grantor of the foregoing Limited Power of Attorney, bearing date on the 11th day of August, 1999, personally appeared before me in this jurisdiction, being personally well known to me as the person who executed the said instrument, and acknowledged the same to be the act and deed of the grantor. Given under my hand and seal this 11th day of August, 1999. /s/ Kelly J. Wilmoth ------------------------------ Notary Public My commission expires on August 23, 2003 [Notary Seal appears here] LIMITED POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS: That I, Victoria F. Haynes, the grantor, do by these presents hereby make, constitute and appoint H. David Aycock, Samuel Siegel and Terry S. Lisenby, or any of them, true and lawful attorneys-in-fact for me and in my name, place and stead, to sign my name in the capacity stated and where required to a Registration Statement filed with the Securities and Exchange Commission, and any and all amendments (including post-effective amendments) thereto, relating to the registration of shares of Common Stock of Nucor Corporation in connection with its 1997 Key Employees Incentive Stock Option Plan, and in connection with any other stock plan of Nucor Corporation. I grant and give unto my attorneys-in-fact authority and power to do and perform any and all other acts necessary or incident to the performance and execution of the powers herein expressly granted, with power to do and perform all acts authorized hereby, as fully as to all intents and purposes as I, the grantor, might or could do if personally present, with full power of substitution. IN WITNESS WHEREOF, I have hereunto set my hand as of the 11th day of August, 1999. /s/ Victoria F. Haynes ------------------------------ Victoria F. Haynes STATE OF North Carolina ) ) ss: COUNTY OF Mecklenburg ) I, Kelly J. Wilmoth, a Notary Public in and for the State and County aforesaid, do hereby certify that Victoria F. Haynes, the grantor of the foregoing Limited Power of Attorney, bearing date on the 11th day of August, 1999, personally appeared before me in this jurisdiction, being personally well known to me as the person who executed the said instrument, and acknowledged the same to be the act and deed of the grantor. Given under my hand and seal this 11th day of August, 1999. /s/ Kelly J. Wilmoth ------------------------------ Notary Public My commission expires on August 23, 2003 [Notary Seal appears here] LIMITED POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS: That I, James D. Hlavacek, the grantor, do by these presents hereby make, constitute and appoint H. David Aycock, Samuel Siegel and Terry S. Lisenby, or any of them, true and lawful attorneys-in-fact for me and in my name, place and stead, to sign my name in the capacity stated and where required to a Registration Statement filed with the Securities and Exchange Commission, and any and all amendments (including post-effective amendments) thereto, relating to the registration of shares of Common Stock of Nucor Corporation in connection with its 1997 Key Employees Incentive Stock Option Plan, and in connection with any other stock plan of Nucor Corporation. I grant and give unto my attorneys-in-fact authority and power to do and perform any and all other acts necessary or incident to the performance and execution of the powers herein expressly granted, with power to do and perform all acts authorized hereby, as fully as to all intents and purposes as I, the grantor, might or could do if personally present, with full power of substitution. IN WITNESS WHEREOF, I have hereunto set my hand as of the 11th day of August, 1999. /s/ James D. Hlavecek ------------------------------ James D. Hlavecek STATE OF North Carolina ) ) ss: COUNTY OF Mecklenburg ) I, Kelly J. Wilmoth, a Notary Public in and for the State and County aforesaid, do hereby certify that James D. Hlavacek, the grantor of the foregoing Limited Power of Attorney, bearing date on the 11th day of August, 1999, personally appeared before me in this jurisdiction, being personally well known to me as the person who executed the said instrument, and acknowledged the same to be the act and deed of the grantor. Given under my hand and seal this 11th day of August, 1999. /s/ Kelly J. Wilmoth ------------------------------ Notary Public My commission expires on August 23, 2003 [Notary Seal appears here] -----END PRIVACY-ENHANCED MESSAGE-----