-----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, N5UmGYZcls8kBOVsVHQplTQOZ06sV1QDpp/iHjrv4dnKjOpgSbXRcDMlU3gRlBMZ iYoCt/Z81M2tPesH8igmig== 0000949111-96-000056.txt : 20030213 0000949111-96-000056.hdr.sgml : 20030213 19960821120406 ACCESSION NUMBER: 0000949111-96-000056 CONFORMED SUBMISSION TYPE: S-3MEF PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19960821 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-3MEF SEC ACT: 1933 Act SEC FILE NUMBER: 333-10533 FILM NUMBER: 96618497 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-3 1 As filed with the Securities and Exchange Commission on August 20, 1996 Registration No. 333- ============================================================================= SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _______________________ FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 _______________________ OREGON METALLURGICAL CORPORATION (Exact name of registrant as specified in its charter) 0-1339 OREGON 93-0448167 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 530 34TH AVENUE, S.W., ALBANY, OREGON 97321 (541) 967-9000 (Address, including zip code, and telephone number, including area code of registrant's principal executive offices) CARLOS E. AGUIRRE PRESIDENT AND CHIEF EXECUTIVE OFFICER 530 34TH AVENUE, S.W. ALBANY, OREGON 97321 (541) 967-9000 (Name, address, including zip code and telephone number, including zip code of agent for service) _______________________ Copies to: CARMEN M. CALZACORTA GREGORY K. MILLER GREGORY W. MALLORY MALU S. MERCADO SCHWABE, WILLIAMSON & WYATT LATHAM & WATKINS 1211 S.W. FIFTH AVENUE, SUITES 1600-1800 505 MONTGOMERY STREET, SUITE 1900 PORTLAND, OREGON 97204-3795 SAN FRANCISCO, CALIFORNIA 94111-2562 (503) 222-9981 (TELEPHONE) (415) 391-0600 (TELEPHONE) (503) 796-2900 (FACSIMILE) (415) 395-8095 (FACSIMILE) _______________________ APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable following the effectiveness of this Registration Statement. _______________________ If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. / / If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. / / If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. /x/ 333-06905 _________ If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. / / _________ If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. / / ________________________
CALCULATION OF REGISTRATION FEE ============================================================================================================================ Proposed Maximum Proposed Maximum Title of Each Class of Amount to be Offering Price Aggregate Amount of Securities to be Registered Registered(1) Per Share(2) Offering Price Registration Fee ____________________________________________________________________________________________________________________________ Common Stock, $1.00 par value...... 575,000 shares $23.625 $13,584,375 $4,684.27 ============================================================================================================================ Includes 75,000 shares which the Underwriters have the option to purchase to cover any over-allotments. Calculated pursuant to Rule 457(c) of the General Rules and Regulations under the Securities Act of 1933. Does not include 4,025,000 shares registered pursuant to Registration Statement No. 333-06905 as to which a registration fee of $39,642.78 was paid. =============================================================================
EXPLANATORY NOTE This Registration Statement is being filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended. The contents of the Registration Statement on Form S-3 (Reg. No. 333-06905) filed by Oregon Metallurgical Corporation (the "Company") with the Securities and Exchange Commission (the "Commission") on June 26, 1996, as amended, including the exhibits thereto, and declared effective by the Commission on August 19, 1996, are incorporated herein by reference. This Registration Statement also contains Exhibits 5.1 and 23.1. UNDERTAKING The registrant hereby undertakes and agrees to pay the registration fee for the securities registered hereunder as soon as practicable (but in any event no later than the close of the next business day following the filing of the Registration Statement). The registrant will give irrevocable wiring instructions to its bank at the opening of business on Wednesday, August 21, 1996 to wire the registration fee to the Commission immediately and it will confirm receipt of such instructions by the bank during regular business hours. Registrant will have sufficient funds in its account to cover the amount of the filing fee. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Portland, State of Oregon, as of August 20, 1996. OREGON METALLURGICAL CORPORATION By: /s/ CARLOS E. AGUIRRE _________________________________ Carlos E. Aguirre, President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the following capacities effective on August 20, 1996. SIGNATURE TITLE /s/ CARLOS E. AGUIRRE ____________________________ President and Chief Executive Officer (Carlos E. Aguirre) (Principal Executive Officer) and Director /s/ DENNIS P. KELLY ____________________________ Vice President, Finance and Treasurer (Dennis P. Kelly) (Principal Financial Officer and Principal Accounting Officer) /s/ HOWARD T. CUSIC* ____________________________ Chairman, Board of Directors (Howard T. Cusic) /s/ GILBERT E. BEZAR* ____________________________ Director (Gilbert E. Bezar) /s/ THOMAS B. BOKLUND* ____________________________ Director (Thomas B. Boklund) /s/ ROGER V. CARTER* ____________________________ Director (Roger V. Carter) /s/ NICHOLAS P. COLLINS* ____________________________ Director (Nicholas P. Collins) /s/ DAVID H. LEONARD* ____________________________ Director (David H. Leonard) /s/ JAMES S. PADDOCK* ____________________________ Director (James S. Paddock) /s/ JAMES R. PATE* ____________________________ Director (James R. Pate) *By:/s/ DENNIS P. KELLY ____________________________ Dennis P. Kelly, Attorney-in Fact INDEX TO EXHIBITS Sequentially Numbered Page Exhibit No. Exhibit Number ___________ _______ ____________ 1.1 Form of Underwriting Agreement** ............. 4.1 Restated Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1993) ........ 4.2 Restated Bylaws (incorporated 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 Amendment to Restated Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 1995) ............................... 5.1 Opinion of Schwabe, Williamson & Wyatt, P.C.* ........................................ 23.1 Consent of Coopers & Lybrand L.L.P., independent accountants* ..................... 23.2 Consent of Schwabe, Williamson & Wyatt, P.C. (included in Exhibit 5.1)* ................... 24.1 Power of Attorney of certain directors and officers of the Registrant (included on page II-4 of the Registration Statement on Form S-3, 333-06905)** ............................ 24.2 Power of Attorney of James S. Paddock** ...... 24.3 Power of Attorney of Gilbert E. Bezar** ...... ______________________ * Filed herewith ** Incorporated by reference to the Company's Registration Statement on Form S-3, as amended, Registration No. 333-06905 EX-5 2 [Schwabe, Williamson & Wyatt, P.C. letterhead] EXHIBIT 5.1 August 20, 1996 Oregon Metallurgical Corporation 530 34th Avenue, S.W. Albany, Oregon 97321 Re: 462(b) Registration Statement on Form S-3 Ladies and Gentlemen: At your request, we have examined the Registration Statement on Form S-3 to which this letter is attached as Exhibit 5.1 (the "462(b) Registration Statement") filed by Oregon Metallurgical Corporation (the "Company") with the Securities and Exchange Commission ("Commission") pursuant to Rule 462(b) promulgated under the Securities Act of 1944, as amended ("Securities Act") and relating to the registration under the Securities Act of an additional 500,000 shares* of the Company's common stock, par value $1.00 per share (the "Additional Shares"). The Rule 462(b) Registration Statement to be used for the offer and sale of the Additional Shares is filed with the Commission in connection with the offering described in the Registration Statement on Form S-3 (Registration No. 333-06905) filed with the Commission on June 26, 1996, as amended, which was declared effective by the Commission on August 19, 1996. We are familiar with the proceedings taken by the Company in connection with the authorization of the Additional Shares. We have examined such documents, records and matters of law as we have deemed necessary for purposes of this opinion. In our examination, 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. __________________________ * Of which shares, 75,000 are subject to an over-allotment option. Oregon Metallurgical Corporation August 20,1996 Page 2 Based upon the foregoing, and assuming, without further inquiry that the consideration for the Additional Shares to be issued will be received prior to the issuance thereof, and when the 462(b) Registration Statement becomes effective, 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 in conformity with and pursuant to the 462(b) Registration Statement, such Additional Shares will be legally issued, fully paid and non-assessable. We consent to the filing of this opinion as an exhibit to the 462(b) Registration Statement. Respectfully submitted, /s/ Schwabe Williamson & Wyatt Schwabe, Williamson & Wyatt, P.C. SCHWABE WILLIAMSON & WYATT EX-23 3 EXHIBIT 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in this registration statement on Form S-3 (File No. 333- ) of our reports, dated February 16, 1996, except for the second paragraph of Note 8, as to which the date is March 1, 1996, on our audits of the consolidated financial statements and financial statement schedule of Oregon Metallurgical Corporation. We also consent to the reference to our firm under the caption "Experts," incorporated by reference in this registration statement. Coopers & Lybrand L.L.P. Eugene, Oregon August 20, 1996 -----END PRIVACY-ENHANCED MESSAGE-----