-----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, VF4u3RZM3yoX8y7wuCDHjH4cyDboyFat7rHS0jTLuPouBg2fMr4fjrzCol/c9twW iMujgmZkrWxJpGxenJHrhQ== 0000929638-07-000592.txt : 20071031 0000929638-07-000592.hdr.sgml : 20071030 20071031154756 ACCESSION NUMBER: 0000929638-07-000592 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20071031 DATE AS OF CHANGE: 20071031 EFFECTIVENESS DATE: 20071031 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RYERSON INC. CENTRAL INDEX KEY: 0000790528 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-METALS SERVICE CENTERS & OFFICES [5051] IRS NUMBER: 363425828 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: 1933 Act SEC FILE NUMBER: 033-59783 FILM NUMBER: 071202774 BUSINESS ADDRESS: STREET 1: 2621 WEST 15TH PLACE CITY: CHICAGO STATE: IL ZIP: 60608 BUSINESS PHONE: 7737622121 MAIL ADDRESS: STREET 1: 2621 WEST 15TH PLACE CITY: CHICAGO STATE: IL ZIP: 60608 FORMER COMPANY: FORMER CONFORMED NAME: RYERSON TULL INC /DE/ DATE OF NAME CHANGE: 19990301 FORMER COMPANY: FORMER CONFORMED NAME: INLAND STEEL INDUSTRIES INC /DE/ DATE OF NAME CHANGE: 19920703 S-8 POS 1 ryersonpea110312007_2.htm

As filed with the Securities and Exchange Commission on October 31, 2007

 

 

Registration No.  33-59783

Registration No. 333-06977

Registration No. 333-06989

Registration No. 333-62382

Registration No. 333-78429

Registration No. 333-88476

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 33-59783

Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-06977

Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-06989

Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-62382

Post-Effective Amendment No. 2 to Form S-8 Registration Statement No. 333-78429

Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-88476

UNDER

THE SECURITIES ACT OF 1933

 

Ryerson Inc.

(Exact Name of Registrant as Specified in its Charter)

 

 

 

 

Delaware

 

36-3425828

(State or Other Jurisdiction

of Incorporation or Organization)

 

(I.R.S. Employer Identification No.)

 

 

2621 West 15thPlace

 

 

Chicago, Illinois

 

60608

(Address of Principal Executive Offices)

 

(Zip Code)

 

 

RYERSON 1995 INCENTIVE STOCK PLAN

(f/k/a Inland 1995 Incentive Stock Plan)

RYERSON DIRECTORS’ COMPENSATION PLAN

(f/k/a Ryerson Tull Directors’ Compensation Plan and

Ryerson Tull Directors’ 1999 Stock Option Plan)

RYERSON 1996 INCENTIVE STOCK PLAN

(f/k/a Ryerson Tull 1996 Incentive Stock Plan)

RYERSON 1999 INCENTIVE STOCK PLAN

(f/k/a Ryerson Tull 1999 Incentive Stock Plan)

RYERSON 2002 INCENTIVE STOCK PLAN

(f/k/a Ryerson Tull 2002 Incentive Stock Plan)

(Full Titles of the Plans)

 

 

Terence R. Rogers

Chief Financial Officer

Ryerson Inc.

2621 West 15th Place

Chicago, Illinois 60608

(773) 762-2121

(Name, Address and Telephone Number, Including Area Code, of Agent For Service)

with copies to:

James W. Loss

Bingham McCutchen LLP

600 Anton Boulevard

18th Floor

Costa Mesa, California 92626

(714) 830-0626

 

 

DEREGISTRATION OF SECURITIES

This Post-Effective Amendment relates to the following Registration Statements of Ryerson Inc., a Delaware corporation (the “Company”), filed on Form S-8 (collectively, the “Registration Statements”)1:

 

1.

Registration Statement 33-59783 registering 2,000,000 shares of Common Stock pursuant to the Ryerson 1995 Incentive Stock Plan (f/k/a the Inland 1995 Incentive Stock Plan).

 

2.

Registration Statement 333-06977 registering 100,000 shares of Common Stock pursuant to the Ryerson Directors’ Compensation Plan (f/k/a the Ryerson Tull Directors’ Compensation Plan).

 

3.

Registration Statement 333-06989 registering 2,300,000 shares of Common Stock pursuant to the Ryerson 1996 Incentive Stock Plan (f/k/a the Ryerson Tull 1996 Incentive Stock Plan).

 

4.

Registration Statement 333-62382 registering 100,000 shares of Common Stock pursuant to the Ryerson Directors’ Compensation Plan (f/k/a the Ryerson Tull Directors’ Compensation Plan).

 

5.

Registration Statement 333-78429 (as amended by Post-Effective Amendment No. 1 thereto) registering 1,300,000 shares of Common Stock pursuant to the Ryerson 1999 Incentive Stock Plan (f/k/a the Ryerson Tull 1999 Incentive Stock Plan) and the Ryerson Directors’ Compensation Plan (f/k/a the Ryerson Tull Directors’ 1999 Stock Option Plan).

 

6.

Registration Statement 333-88476 registering 2,500,000 shares of Common Stock pursuant to the Ryerson 2002 Incentive Stock Plan (f/k/a the Ryerson Tull 2002 Incentive Stock Plan).

On October 19, 2007 (the “Effective Date”), the Company consummated the transactions contemplated by the Agreement and Plan of Merger (the “Merger Agreement”), dated as of July 24, 2007, by and among Rhombus Holding Corporation (“Parent”), Rhombus Merger Corporation (“Sub”) and the Company. Pursuant to the terms of the Merger Agreement, Sub merged with and into the Company, with the Company continuing as the surviving corporation. In accordance with the Merger Agreement, on the Effective Date, each outstanding share of Common Stock and Series A $2.40 Cumulative Convertible Preferred Stock of the Company (other than treasury shares and shares held by shareholders who properly exercised appraisal rights under Delaware law) was automatically converted into the right to receive $34.50 in cash. As a result of such transactions, the Company is a privately-held, wholly-owned subsidiary of Parent.

As a result of the consummation of the transactions contemplated by the Merger Agreement, the Company has terminated all offerings of the Company’s securities pursuant to the Registration Statements. Accordingly, pursuant to the undertaking contained in the Registration Statements 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 Company is filing this Post-Effective Amendment to the Registration Statements to deregister all the shares of the Company’s Common Stock registered and reserved for issuance under such Registration Statements which remained unissued as of the Effective Date.

 

2

_________________________

Registration Statements 333-06977 and 333-06989 were originally filed by Ryerson Tull Inc., a former subsidiary of the Company that was merged into the Company on February 25, 1999. These registration statements relate to shares issuable under the Ryerson Tull Directors’ Compensation Plan and the Ryerson Tull 1996 Incentive Stock Plan, respectively, pursuant to stock options, stock appreciation rights, restricted stock awards, stock units and/or performance awards granted under such plans which were converted into the right to receive shares of Common Stock of the Company pursuant to the terms of the merger transaction.

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the registrant has certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment to Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, State of Illinois, on this 29th day of October, 2007.

 

 

 

 

RYERSON INC.

 

 

By:

 

/S/ Terence R. Rogers

 

 

Name: Terence R. Rogers

Title: Chief Financial Officer

 

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment has been signed by the following persons in the capacities indicated below on October 29, 2007.

 

 

 

 

Signature

  

Title

 

 

/S/    Robert Archambault       

 

Robert Archambault

  

Chief Executive Officer (Principal Executive Officer)

 

 

/S/    Terence R. Rogers       

 

Terence R. Rogers

  

Chief Financial Officer (Principal Financial Officer)

 

 

/S/    Lily L. May       

 

Lily L. May

  

Vice President and Controller (Principal Accounting Officer)

 

 

**

 

Tom Gores

  

Director

 

 

**

 

Eva M. Kalawski

  

Director

 

 

**

 

Robert J. Wentworth

  

Director

 

 

Jacob Kotzubei

  

Director

 

 

**By:                /S/    Terence R. Rogers        

  

 

 

 

Name: Terence R. Rogers

 

Title: Attorney in fact

  

 

 

II-1

 

EXHIBIT INDEX

 

 

 

 

 

EXHIBIT

 

  

DESCRIPTION

 

 

24.1

 

 

Power of Attorney

 

 

 

 

 

 

 

 

 

 

EX-24 2 exhibit24_1.htm POWER OF ATTORNEY

Exhibit 24.1

RYERSON INC.

POWER OF ATTORNEY

The undersigned, each being an officer or director, or both, as the case may be, of Ryerson Inc., a Delaware corporation (the “Company”), hereby constitute and appoint Terence R. Rogers the true and lawful attorney-in-fact of the undersigned, with full power of substitution and resubstitution, for him or her or in his or her name, place and stead, in any and all capacities, to sign any or all amendments, including without limitation post-effective amendments, to any or all of the registration statements listed below, as determined by the officers of the Company, which registration statements have been previously filed by the Company with the Securities and Exchange Commission, and to file or cause to be filed the same, with all exhibits thereto, and other documents in connection therewith, as determined by the officers of the Company, with the Securities and Exchange Commission, granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing requisite, necessary or advisable to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

 

Form

  

Registration Number

 

 

S-3

S-3

S-3

S-3

S-3

S-4

S-8

S-8

S-8

S-8

S-8

S-8

  

33-59161

33-62897

333-59009

333-121638

333-122316

333-122317

33-59783

333-06977

333-06989

333-78429

333-62382

333-88476

 

 

 

 

 

____________________________________________________________________________________________________________

 

 

Name

Title

Date

/s/ Tom Gores

Director

October 29, 2007

Tom Gores

/s/ Eva M. Kalawski

Director

October 29, 2007

Eva M. Kalawski

/s/ Robert J. Wentworth

Director

October 29, 2007

Robert J. Wentworth

 

Director

 

Jacob Kotzubei

 

Signature Page to Power of Attorney for Registration Statement Post-Effective Amendments

Ryerson Inc.

 

 

 

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