-----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, B9NsJlwfhY1Hcm2uClk1oW+bb8j2zd1HvZTCEuJAI2Np1Agh2mSEkv5bSBDKScHK juiV+CQdwFcbFkpyv7Ndig== 0000949111-95-000010.txt : 19951018 0000949111-95-000010.hdr.sgml : 19951018 ACCESSION NUMBER: 0000949111-95-000010 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19951017 EFFECTIVENESS DATE: 19951105 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: OREGON METALLURGICAL CORP CENTRAL INDEX KEY: 0000074856 STANDARD INDUSTRIAL CLASSIFICATION: ROLLING DRAWING & EXTRUDING OF NONFERROUS METALS [3350] IRS NUMBER: 930448167 STATE OF INCORPORATION: OR FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-63449 FILM NUMBER: 95581087 BUSINESS ADDRESS: STREET 1: 530 W 34TH AVE STREET 2: P O BOX 580 CITY: ALBANY STATE: OR ZIP: 97321 BUSINESS PHONE: 5039264281 MAIL ADDRESS: STREET 1: 530 34TH AVENUE SW STREET 2: PO BOX 580 CITY: ALBANY STATE: OR ZIP: 97321 S-8 1 OREMET S-8 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 16, 1995 REGISTRATION NO. 33- =============================================================================== SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _________________ Form S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 _________________ OREGON METALLURGICAL CORPORATION (Exact name of registrant as specified in its charter) OREGON 93-0448167 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 530 34TH AVENUE, S.W. ALBANY, OREGON 97321 (Address of Principal Executive Offices) (Zip Code) Oregon Metallurgical Corporation Stock Compensation Plan - Salaried Employees Oregon Metallurgical Corporation Stock Compensation Plan - Union Employees Warrant Agreement (Nontransferable Warrant) (Full title of the plans) ___________________ Dennis P. Kelly Vice President, Finance Oregon Metallurgical Corporation 530 34th Avenue, S.W. Albany, Oregon 97321 (Name and address of agent for service) (503) 926-4281 (Telephone number, including area code, of agent for service) Copies to: Carmen M. Calzacorta, Esq. Gregory W. Mallory, Esq. Schwabe, Williamson & Wyatt 1211 S.W. Fifth Avenue, 18th Floor, Pacwest Center Portland, Oregon 97204 (503) 222-9981 CALCULATION OF REGISTRATION FEE Proposed Proposed maximum maximum Amount of Title of securities Amount to be offering price aggregate registration to be registered registered per unit offering price fee _______________________________________________________________________________ Common stock, $1.00 1,100,000(2) $6.375-(1) $12,000,000(1) $4,137.93 par value $9.75 (1) Calculated solely for purposes of this offering under Rule 457(h) as follows: (a) 200,000 shares at $6.375 per share and (b) 900,000 shares at the proposed maximum offering price of $9.75, based upon the average of the high and low prices of the Common Stock on October 10, 1995. (2) This Registration Statement covers, in addition, to the number of shares of Common Stock stated above, such indeterminate amount of interests to be offered or sold pursuant to the plans described herein and such indeterminate number of shares of Common Stock as may be granted under the plans by reason of the adjustment provisions thereof. _______________________________________________________________________________ This Registration Statement Includes a Total of 24 Pages. Exhibit Index on Page 17. ______________________________________________________________________________ PART I INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS The following documents listed under this Part 1 and the documents incorporated by reference under Item 3 of Part II to this Form S-8, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act of 1933, as amended. ITEM 1. PLAN INFORMATION. 1. Prospectus for the Oregon Metallurgical Corporation Stock Compensation Plan - Salaried Employees. 2. Prospectus for the Oregon Metallurgical Corporation Stock Compensation Plan - Union Employees. 3. Prospectus for Warrant Agreement (Nontransferable Warrant). ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION. The written statement required to be provided to participants pursuant to this Item is set forth in the respective Prospectuses referenced in Item 1 above. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Oregon Metallurgical Corporation (the "Registrant") files this Registration Statement with the Securities and Exchange Commission ("Commission") on Form S-8 to register a total of 1,100,000 shares of the Registrant's Common Stock for issuance pursuant to: 300,000 shares issuable pursuant to the Registrant's Stock Compensation Plan - Salaried Employees; 600,000 shares issuable pursuant to the Registrant's Stock Compensation Plan - Union Employees; and 200,000 shares issuable pursuant to the Warrant Agreement (Nontransferable Warrant). ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The Registrant incorporates by reference into this Registration Statement the following documents previously filed with, or furnished to, the Commission: (a) The Registrant's latest annual report on Form 10-K filed pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). (b) All other reports filed by the Registrant pursuant to Sections 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the annual report on Form 10- K referred to in (a) above. (c) The description of the class of securities that is contained in a registration statement filed under the Exchange Act, including any amendment or report filed for the purpose of updating such description. All documents filed by the Registrant or a plan pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all 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 filing of such documents. Any statement made 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 is also incorporated or 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. The class of securities to be offered is registered under Section 12 of the Exchange Act. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not applicable. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Oregon Business Corporation Act (the "OBCA") permits a corporation to include in its articles of incorporation a provision limiting or eliminating personal liability of a director to the corporation and its shareholders for monetary damages for conduct as a director, except for (a) any breach of the director's duty of loyalty to the corporation or its shareholders; (b) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (c) any unlawful distribution; and (d) any transaction from which the director derived an improper personal benefit. OBCA permits indemnification of officers and directors of the Registrant under certain conditions and subject to certain limitations. Section 60.411 of the OBCA also provides that a corporation has the power to purchase and maintain insurance on behalf of an individual against any liability asserted against or incurred by the individual who is or was a director, officer, employee or agent of the corporation or who, while a director, officer, employee or agent of the corporation, is or was serving at the request of the corporation as a director, officer, partner, trustee, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, even if the corporation had no power to indemnify the individual against such liability under the provisions of Sections 60.391 or 60.394. Article VII of the Articles of Incorporation, as restated and amended, of the Registrant provides as follows: A. The Corporation shall have the power to indemnify to the fullest extent not prohibited by law any person who is made or threatened to be made a party to, witness in, or otherwise involved in, any action, suit or proceeding, whether civil, criminal, administrative, investigative, legislative, formal or informal, internal or external or otherwise (including an action, suit or proceeding by or in the right of the Corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the Corporation or a fiduciary within the meaning of the Employee Retirement Income Security Act of 1974 with respect to any employee benefit plan of the Corporation, or serves or served at the request of the Corporation as a director, officer, employee or agent or as a fiduciary of an employee benefit plan, or another corporation, partnership, joint venture, trust, or other enterprise. Any indemnification provided pursuant to this Article shall not be exclusive of any rights to which the persons indemnified may otherwise be entitled under any articles of incorporation, bylaw, agreement, statute, policy of insurance, vote of shareholders or Board of Directors, or otherwise, which exists at or subsequent to the time such person incurs or becomes subject to such liability and expense. B. To the fullest extent not prohibited by law, no director of the Corporation shall be personally liable to the Corporation or its shareholders for monetary damages for conduct as a director. No amendment or repeal of this Article, nor the adoption of any provision of these Articles of Incorporation inconsistent with this Article, nor a change in the law, shall adversely affect any right or protection that is based upon this Paragraph B and pertains to conduct that occurred prior to the time of such amendment, repeal, adoption or change. No change in the law shall reduce or eliminate the rights and protections set forth in this Paragraph B unless the change in the law specifically requires such reduction or elimination. If the Oregon Business Corporation Act is amended after this Article becomes effective to authorize corporate action further eliminating or limiting the personal liability of directors of the Corporation, then the liability of directors of the Corporation shall be eliminated or limited to the fullest extent not prohibited by the Oregon Business Corporation Act as so amended. Article XXVIII of the Registrant's Bylaws provides for indemnification of the Registrant's officers and directors to the fullest extent not prohibited by law. Article XXVIII, Section 8 of the Registrant's Bylaws provides that Registrant may purchase insurance on behalf of any person required or permitted to be indemnified pursuant to Article XXVIII upon approval by the Board of Directors of Registrant. Section 9.3.2 of the Warrant Agreement (Nontransferable Warrant) between James S. Paddock and Registrant provides that the holder of the warrant will indemnify the officers and directors of Registrant with respect to untrue statements or omissions made in any registration statement, any preliminary or summary prospectus or the prospectus or any amendment or supplement thereto. The indemnification under section 9.3.2 of the Warrant Agreement (Nontransferable Warrant) shall not exceed the gross proceeds from the offering received by the holder unless the liability arises out of or is based on willful misconduct of holder (and if the holder is a related party to James S. Paddock, then also James S. Paddock). ITEM 7. EXEMPTIONS FROM REGISTRATION CLAIMED. Not applicable. ITEM 8. EXHIBITS. EXHIBIT NUMBER DESCRIPTION OF EXHIBIT 4.1 Specimen Common Stock Certificate (filed previously). 4.2 Warrant Agreement (Nontransferable Warrant) (filed as exhibit (4) - 1 to Form 8-K/A-2 dated September 20, 1994). 5.1 Opinion of Schwabe, Williamson & Wyatt, P.C. (and Consent). 23.1 Consent of Independent Public Accountants - Coopers & Lybrand, L.L.P. 23.2 Consent of Schwabe, Williamson & Wyatt, P.C. is contained in Exhibit 5. 24 Powers of Attorney of directors and officers of the Registrant are included on page II-5. 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 of 1933; (ii) to reflect in the prospectus any facts or events arising after the effective date of this 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; and (iii) to include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement; PROVIDED, however, that clauses (1)(i) and (1)(ii) do not apply if the Registration Statement is on Form S-3, Form S-8 or Form F-3 and the information required to be included in a post- effective amendment by those clauses 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 Securities Exchange Act of 1934 that are incorporated by reference into 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; and (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 of 1933, each filing of the Registrant's Annual Report pursuant to Section 13(a) or Section 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 this 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. C. 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. D. The undersigned Registrant hereby undertakes to deliver or cause to be delivered with the prospectus, to each person to whom the prospectus is sent or given, the latest annual report to security holders that is incorporated by reference in the prospectus and furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of 1934; and, where interim financial information required to be presented by Article 3 of Regulation S-X are not set forth in the prospectus, to deliver, or cause to be delivered to each person to whom the prospectus is sent or given, the latest quarterly report that is specifically incorporated by reference in the prospectus to provide such interim financial information. 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 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Albany, State of Oregon, on October 10, 1995. OREGON METALLURGICAL CORPORATION By /s/ Carlos E. Aguirre Carlos E. Aguirre, President, Chief Executive Officer & Director KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Carlos E. Aguirre and Dennis P. Kelly his true and lawful attorney-in-fact and agent, each with full power of substitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments to this Registration Statement, and to file the same with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent with full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that each said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done hereof. 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 date indicated. _____________________ _______ __, 1995 Vice President, Finance Dennis P. Kelly Principal Financial Officer and Principal Accounting Officer) BOARD OF DIRECTORS /s/ Carlos E. Aguirre October 10, 1995 President, Chief Executive Carlos E. Aguirre Officer & Director (Principal Executive Officer) ______________________ _______ __, 1995 Chairman, Board of Directors Howard T. Cusic ______________________ _______ __, 1995 Director Gilbert E. Bezar ______________________ _______ __, 1995 Director Robert P. Booth ______________________ _______ __, 1995 Director Roger V. Carter ______________________ _______ __, 1995 Director Nicholas P. Collins ______________________ _______ __, 1995 Director David H. Leonard ______________________ ______ __, 1995 Director James S. Paddock ______________________ ______ __, 1995 Director James R. Pate 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 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of ______, State of Oregon, on _______ __, 1995. OREGON METALLURGICAL CORPORATION By _________________________________ Carlos E. Aguirre, President, Chief Executive Officer & Director KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Carlos E. Aguirre and Dennis P. Kelly his true and lawful attorney-in-fact and agent, each with full power of substitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments to this Registration Statement, and to file the same with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent with full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that each said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done hereof. 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 date indicated. /s/ Dennis P. Kelly October 10, 1995 Vice President, Finance Dennis P. Kelly Principal Financial Officer and Principal Accounting Officer) BOARD OF DIRECTORS _____________________ _______ __, 1995 President, Chief Executive Carlos E. Aguirre Officer & Director (Principal Executive Officer) ____________________ _______ __, 1995 Chairman, Board of Directors Howard T. Cusic ____________________ _______ __, 1995 Director Gilbert E. Bezar ____________________ _______ __, 1995 Director Robert P. Booth ____________________ _______ __, 1995 Director Roger V. Carter ____________________ _______ __, 1995 Director Nicholas P. Collins ____________________ _______ __, 1995 Director David H. Leonard ____________________ _______ __, 1995 Director James S. Paddock _____________________ _______ __, 1995 Director James R. Pate 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 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of ______, State of Oregon, on _______ __, 1995. OREGON METALLURGICAL CORPORATION By _________________________________ Carlos E. Aguirre, President, Chief Executive Officer & Director KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Carlos E. Aguirre and Dennis P. Kelly his true and lawful attorney-in-fact and agent, each with full power of substitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments to this Registration Statement, and to file the same with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent with full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that each said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done hereof. 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 date indicated. ____________________ _______ __, 1995 Vice President, Finance Dennis P. Kelly (Principal Financial Officer and Principal Accounting Officer) BOARD OF DIRECTORS ____________________ _______ __, 1995 President, Chief Executive Carlos E. Aguirre Officer & Director (Principal Executive Officer) /s/ Howard T. Cusic 10 3, 1995 Chairman, Board of Directors Howard T. Cusic ____________________ _______ __, 1995 Director Gilbert E. Bezar ____________________ _______ __, 1995 Director Robert P. Booth ____________________ _______ __, 1995 Director Roger V. Carter ____________________ _______ __, 1995 Director Nicholas P. Collins ____________________ _______ __, 1995 Director David H. Leonard ____________________ _______ __, 1995 Director James S. Paddock _____________________ _______ __, 1995 Director James R. Pate 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 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of ______, State of Oregon, on _______ __, 1995. OREGON METALLURGICAL CORPORATION By _________________________________ Carlos E. Aguirre, President, Chief Executive Officer & Director KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Carlos E. Aguirre and Dennis P. Kelly his true and lawful attorney-in-fact and agent, each with full power of substitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments to this Registration Statement, and to file the same with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent with full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that each said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done hereof. 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 date indicated. _______________________ _______ __, 1995 Vice President, Finance Dennis P. Kelly (Principal Financial Officer and Principal Accounting Officer) BOARD OF DIRECTORS _______________________ _______ __, 1995 President, Chief Executive Carlos E. Aguirre Officer & Director (Principal Executive Officer) _______________________ _______ __, 1995 Chairman, Board of Directors Howard T. Cusic /s/ Gilbert E. Bezar Sept. 29, 1995 Director Gilbert E. Bezar _______________________ _______ __, 1995 Director Robert P. Booth _______________________ _______ __, 1995 Director Roger V. Carter _______________________ _______ __, 1995 Director Nicholas P. Collins _______________________ _______ __, 1995 Director David H. Leonard _______________________ _______ __, 1995 Director James S. Paddock ________________________ _______ __, 1995 Director James R. Pate 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 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of ______, State of Oregon, on _______ __, 1995. OREGON METALLURGICAL CORPORATION By _________________________________ Carlos E. Aguirre, President, Chief Executive Officer & Director KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Carlos E. Aguirre and Dennis P. Kelly his true and lawful attorney-in-fact and agent, each with full power of substitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments to this Registration Statement, and to file the same with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent with full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that each said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done hereof. 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 date indicated. _______________________ _______ __, 1995 Vice President, Finance Dennis P. Kelly (Principal Financial Officer and Principal Accounting Officer) BOARD OF DIRECTORS _______________________ _______ __, 1995 President, Chief Executive Carlos E. Aguirre Officer & Director (Principal Executive Officer) _______________________ _______ __, 1995 Chairman, Board of Directors Howard T. Cusic _______________________ _______ __, 1995 Director Gilbert E. Bezar /s/ Robert P. Booth 9/28, 1995 Director Robert P. Booth _______________________ _______ __, 1995 Director Roger V. Carter _______________________ _______ __, 1995 Director Nicholas P. Collins _______________________ _______ __, 1995 Director David H. Leonard _______________________ _______ __, 1995 Director James S. Paddock ________________________ _______ __, 1995 Director James R. Pate 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 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of ______, State of Oregon, on _______ __, 1995. OREGON METALLURGICAL CORPORATION By _________________________________ Carlos E. Aguirre, President, Chief Executive Officer & Director KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Carlos E. Aguirre and Dennis P. Kelly his true and lawful attorney-in-fact and agent, each with full power of substitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments to this Registration Statement, and to file the same with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent with full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that each said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done hereof. 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 date indicated. _______________________ _______ __, 1995 Vice President, Finance Dennis P. Kelly (Principal Financial Officer and Principal Accounting Officer) BOARD OF DIRECTORS _______________________ _______ __, 1995 President, Chief Executive Carlos E. Aguirre Officer & Director (Principal Executive Officer) _______________________ _______ __, 1995 Chairman, Board of Directors Howard T. Cusic _______________________ _______ __, 1995 Director Gilbert E. Bezar _______________________ _______ __, 1995 Director Robert P. Booth /s/ Roger V. Carter Sept. 28, 1995 Director Roger V. Carter _______________________ _______ __, 1995 Director Nicholas P. Collins _______________________ _______ __, 1995 Director David H. Leonard _______________________ _______ __, 1995 Director James S. Paddock ________________________ _______ __, 1995 Director James R. Pate 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 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of ______, State of Oregon, on _______ __, 1995. OREGON METALLURGICAL CORPORATION By _________________________________ Carlos E. Aguirre, President, Chief Executive Officer & Director KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Carlos E. Aguirre and Dennis P. Kelly his true and lawful attorney-in-fact and agent, each with full power of substitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments to this Registration Statement, and to file the same with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent with full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that each said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done hereof. 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 date indicated. _______________________ _______ __, 1995 Vice President, Finance Dennis P. Kelly (Principal Financial Officer and Principal Accounting Officer) BOARD OF DIRECTORS _______________________ _______ __, 1995 President, Chief Executive Carlos E. Aguirre Officer & Director (Principal Executive Officer) _______________________ _______ __, 1995 Chairman, Board of Directors Howard T. Cusic _______________________ _______ __, 1995 Director Gilbert E. Bezar _______________________ _______ __, 1995 Director Robert P. Booth _______________________ _______ __, 1995 Director Roger V. Carter _______________________ _______ __, 1995 Director Nicholas P. Collins /s/ David H. Leonard Sept. 25, 1995 Director David H. Leonard _______________________ _______ __, 1995 Director James S. Paddock ________________________ _______ __, 1995 Director James R. Pate 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 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of ______, State of Oregon, on _______ __, 1995. OREGON METALLURGICAL CORPORATION By _________________________________ Carlos E. Aguirre, President, Chief Executive Officer & Director KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Carlos E. Aguirre and Dennis P. Kelly his true and lawful attorney-in-fact and agent, each with full power of substitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments to this Registration Statement, and to file the same with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent with full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that each said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done hereof. 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 date indicated. _______________________ _______ __, 1995 Vice President, Finance Dennis P. Kelly (Principal Financial Officer and Principal Accounting Officer) BOARD OF DIRECTORS _______________________ _______ __, 1995 President, Chief Executive Carlos E. Aguirre Officer & Director (Principal Executive Officer) _______________________ _______ __, 1995 Chairman, Board of Directors Howard T. Cusic _______________________ _______ __, 1995 Director Gilbert E. Bezar _______________________ _______ __, 1995 Director Robert P. Booth _______________________ _______ __, 1995 Director Roger V. Carter _______________________ _______ __, 1995 Director Nicholas P. Collins _______________________ _______ __, 1995 Director David H. Leonard /s/ James S. Paddock Sep. 29, 1995 Director James S. Paddock ________________________ _______ __, 1995 Director James R. Pate 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 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of ______, State of Oregon, on _______ __, 1995. OREGON METALLURGICAL CORPORATION By _________________________________ Carlos E. Aguirre, President, Chief Executive Officer & Director KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Carlos E. Aguirre and Dennis P. Kelly his true and lawful attorney-in-fact and agent, each with full power of substitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments to this Registration Statement, and to file the same with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent with full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that each said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done hereof. 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 date indicated. _______________________ _______ __, 1995 Vice President, Finance Dennis P. Kelly (Principal Financial Officer and Principal Accounting Officer) BOARD OF DIRECTORS _______________________ _______ __, 1995 President, Chief Executive Carlos E. Aguirre Officer & Director (Principal Executive Officer) _______________________ _______ __, 1995 Chairman, Board of Directors Howard T. Cusic _______________________ _______ __, 1995 Director Gilbert E. Bezar _______________________ _______ __, 1995 Director Robert P. Booth _______________________ _______ __, 1995 Director Roger V. Carter /s/ Nicholas P. Collins Sept. 25, 1995 Director Nicholas P. Collins _______________________ _______ __, 1995 Director David H. Leonard _______________________ _______ __, 1995 Director James S. Paddock ________________________ _______ __, 1995 Director James R. Pate SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 EXHIBITS TO FORM S-8 UNDER SECURITIES ACT OF 1933 OREGON METALLURGICAL CORPORATION EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION OF EXHIBIT SEQUENTIAL PAGE NUMBER 4.1 Specimen Common Stock Certificate (filed previously). 4.2 Warrant Agreement (Nontransferable Warrant) (filed as exhibit (4) - 1 to Form 8-K/A-2 dated September 20, 1994). 5.1 Opinion of Schwabe, Williamson & Wyatt, 18 P.C. (and Consent). 23.1 Consent of Independent Public 21 Accountants - Coopers & Lybrand, L.L.P. 23.2 Consent of Schwabe, Williamson & Wyatt, 23 P.C. is contained in Exhibit 5. 24 Powers of Attorney of directors and 24 officers of the Registrant are included on page II-5. EX-5.1 2 SWW OPINION LETTER WITH CONSENT EXHIBIT 5.1 OPINION OF SCHWABE, WILLIAMSON & WYATT, P.C. SCHWABE PACWEST CENTER, SUITES 1600-1800 WILLIAMSON 1211 SOUTHWEST FIFTH AVENUE . PORTLAND, OREGON 97204-3795 & WYATT TELEPHONE: 503 222-9981 . FAX: 503 796-2900 . TELEX: 650-686-1360 P.O. ATTORNEYS AT LAW October 16, 1995 Oregon Metallurgical Corporation 530 34th Avenue, S.W. Albany, Oregon 97321 Re: Oregon Metallurgical Corporation Stock Compensation Plan - Salaried Employees Oregon Metallurgical Corporation Stock Compensation Plan - Union Employees Warrant Agreement (Nontransferable Warrant) Ladies and Gentlemen: At your request, we have examined the Registration Statement on Form S-8 ("Registration Statement") being filed by Oregon Metallurgical Corporation ("Company") with the Securities and Exchange Commission in connection with the registration under the Securities Act of 1933, as amended, of 1,100,000 shares of the Company's common stock, par value $1.00 per share ("Common Stock"), that may be granted and issued in the aggregate under the Oregon Metallurgical Corporation Stock Compensation Plan - Salaried Employees, Oregon Metallurgical Corporation Stock Compensation Plan - Union Employees and Warrant Agreement (Nontransferable Warrant) ("Plans"). In rendering this opinion, we have examined such documents and records as we deemed relevant, including, but not limited to, the following: the Company's Restated Articles of Incorporation, as amended and certified by the Oregon Secretary of State on August 30, 1995; Bylaws of the Company, as amended; the Plans; and the minutes of the meetings of the Company's Board of Directors or actions by written consents at which resolutions pertaining to the adoption or approval of each of the Plans were approved. With respect to all of the foregoing documents, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity to originals of all documents submitted to us as certified or reproduced copies. We have also obtained from the officers of the Company certificates as to such factual matters as we consider necessary for the purpose of this opinion, and insofar as this opinion is based on such matters of fact, we have relied on such certificates. Oregon Metallurgical Corporation October 16, 1995 Page 2 Based upon the foregoing and such further review of fact and law as we have deemed necessary or appropriate under the circumstances, and assuming, without further inquiry other than such certificates of officers, that (i) all shares of Common Stock to be granted and issued under the Plans will be duly and validly granted and issued by the Company's Board of Directors pursuant to and in accordance with the terms of the Plans; and (ii) the consideration for the shares of Common Stock to be granted and issued under the Plans will be received prior to the grant and issuance thereof, upon which our opinions are expressly conditioned, we opine as follows: If, as and when such shares of Common Stock have been issued and sold pursuant to exercise and payment as provided under the terms of the Plans and in accordance with the Registration Statement, such shares of Common Stock will be duly authorized, validly issued, fully paid and non-assessable shares of the Company's Common Stock, $1.00 par value per share. This opinion is issued to you solely for use in connection with the Registration Statement on Form S-8 and is not to be quoted or otherwise referred to in any financial statements of the Company or related document, nor is it to be filed with or furnished to any government agency or other person, without the prior written consent of this firm. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement on Form S-8 which is being filed on behalf of the Company in connection with the registration of the aforementioned shares of Common Stock under the Securities Act of 1933, as amended. Respectfully submitted, /s/ Schwabe, Williamson & Wyatt, P.C. Schwabe, Williamson & Wyatt, P.C. EX-23.1 3 CONSENT OF AUDITORS EXHIBIT 23.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS - COOPERS & LYBRAND, L.L.P. COOPERS COOPERS & LYBRAND L.L.P. & LYBRAND a professional services firm CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS - COOPERS & LYBRAND, L.L.P. To the Shareholders and Board of Directors Oregon Metallurgical Corporation We consent to the incorporation by reference in the Registration Statement of Oregon Metallurgical Corporation on Form S-8 of our report dated February 3, 1995 on our audits of the consolidated financial statements and financial statement schedule (item 14(a) of Form 10-K) of Oregon Metallurgical Corporation as of December 31, 1994 and 1993, and for the years ended December 31, 1994, 1993 and 1992, which reports are appearing in and incorporated by reference in this Annual Report on Form 10-K. /s/ Coopers & Lybrand L.L.P. COOPERS & LYBRAND L.L.P. Eugene, Oregon October 10, 1995 Coopers & Lybrand L.L.P., a registered limited liability partnership, is a member firm of Coopers & Lybrand (International). EX-23.2 4 SWW CONSENT EXHIBIT 23.2 CONSENT OF SCHWABE, WILLIAMSON & WYATT, P.C. Consent of Schwabe, Williamson & Wyatt, P.C. included in its opinion filed as Exhibit 5.1 to this Registration Statement. EX-24 5 POWERS OF ATTORNEY EXHIBIT 24 POWERS OF ATTORNEY Powers of Attorney of directors and officers of Oregon Metallurgical Corporation included on page II-5 of this Registration Statement. -----END PRIVACY-ENHANCED MESSAGE-----