-----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, RtXJJ8Eke/H95HVBY1SvBfJZu02QMx+eFP/UG9c6Ebtp3KhX0QWFiC2oM2tP1XSh UzuKJG9Py0F1vf5bL9sEUA== 0000906504-97-000031.txt : 19970417 0000906504-97-000031.hdr.sgml : 19970417 ACCESSION NUMBER: 0000906504-97-000031 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19970416 EFFECTIVENESS DATE: 19970416 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: ROANOKE ELECTRIC STEEL CORP CENTRAL INDEX KEY: 0000084278 STANDARD INDUSTRIAL CLASSIFICATION: STEEL WORKS, BLAST FURNACES ROLLING MILLS (COKE OVENS) [3312] IRS NUMBER: 540585263 STATE OF INCORPORATION: VA FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-25299 FILM NUMBER: 97582261 BUSINESS ADDRESS: STREET 1: 102 WESTSIDE BLVD N W CITY: ROANOKE STATE: VA ZIP: 24017 BUSINESS PHONE: 7033421831 MAIL ADDRESS: STREET 1: PO BOX 13948 CITY: ROANOKE STATE: VA ZIP: 24038 S-8 1 FORM S-8 As filed with the Securities and Exchange Commission on April 16, 1997 Registration No. 33- ============================================================================= SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------ FORM S-8 Registration Statement No. Under The Securities Act of 1933 ------------------------ ROANOKE ELECTRIC STEEL CORPORATION (Exact name of registrant as specified in its charter) Virginia 54-0585263 (State of other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) P. O. Box 13948 Roanoke, Virginia 24038-3948 (540) 342-1831 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) ------------------------ DONALD G. SMITH Chairman, President, Treasurer and Chief Executive Officer Roanoke Electric Steel Corporation P. O. Box 13948 Roanoke, Virginia 24038-3948 (540) 342-1831 (Name, address, including zip code, and telephone number, including area code, of agent for service) ------------------------ Copy to: FAITH M. WILSON WOODS, ROGERS & HAZLEGROVE, P.L.C. First Union Tower, Suite 1400 10 South Jefferson Street Roanoke, Virginia 24011 (540) 983-7633
=========================================================================================================== Calculation of Registration Fee - ----------------------------------------------------------------------------------------------------------- Proposed Maximum Proposed Maximum Amount of Title of Securities to Amount to be Offering Price per Aggregate Offering Registration be Registered Registered(1) Share(2) Price Fee - ----------------------------------------------------------------------------------------------------------- Common Stock, no par value 25,000 shares $14.625 $365,625 $111.00 ===========================================================================================================
(1) Subject to being increased pursuant to antidilution provisions of the Non-Employee Directors Stock Option Plan to reflect automatically when applicable, any subsequent stock split, stock dividend or similar event. (2) Estimated solely for the purpose of calculating registration fee. Based on the average of the high and low prices of Company common stock ($14.625 per share) reported on the Nasdaq Stock Market on April 14, 1997. This Registration Statement relates to 25,000 shares of Roanoke Electric Steel Corporation Common Stock, no par value, to be offered and sold pursuant to the Roanoke Electric Steel Corporation Non-Employee Directors Stock Option Plan. INCORPORATION OF DOCUMENT BY REFERENCE The following documents filed by Roanoke Electric Steel Corporation (File No. 0-2389) (the "Company") with the Securities and Exchange Commission (the "Commission") are hereby incorporated by reference in this Registration Statement: (i) Annual Report on Form 10-K for the year ended October 31, 1996; (ii) Quarterly Report on Form 10-Q for the quarter ended January 31, 1997; (iii) Description of Company Common Stock contained in Registration Statement on Form 10 dated January 23, 1967, and amended by Form 8 dated November 28, 1987, including any further amendment or report filed for the purpose of updating such description. All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, subsequent to the date hereof and prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, are hereby incorporated by reference into this Registration Statement and shall be deemed a part hereof from the date of the filing of such documents. LEGAL OPINION The legality of the Common Stock being registered hereby has been passed upon by Woods, Rogers & Hazlegrove, P.L.C., Roanoke, Virginia. EXPERTS The consolidated financial statements of Roanoke Electric Steel Corporation and subsidiaries as of October 31, 1996 and 1995 and for each of the years in the three-year period ended October 31, 1996, have been incorporated by reference in this Registration Statement on Form S-8 in reliance upon the report of Deloitte & Touche LLP, independent certified public accountants, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing. INDEMNIFICATION OF DIRECTORS AND OFFICERS OF THE COMPANY Section 13.1-692.1 of the Virginia Stock Corporation Act places a limitation on the liability of officers and directors of a corporation in any proceeding brought by or in the right of the corporation or brought by or on behalf of shareholders of the corporation. The damages assessed against an officer or director arising out of a single transaction, occurrence, or course of conduct shall not exceed the greater of $100,000 or the amount of cash compensation received by the officer or director from the corporation during the 12 months immediately preceding the act or omission for which liability was imposed. The statute also authorizes the corporation, in its articles of incorporation or, if approved by the shareholders, in its bylaws, to provide for a different specific monetary limit on, or to eliminate entirely, liability. The liability of an officer or director shall not be limited if the officer or director engaged in willful misconduct or a knowing violation of the criminal law or any federal or state securities law. The Company has not taken action to establish a different limit on liability from that set forth in the statute. Sections 13.1-697 and 13.1-702(2) of the Virginia Stock Corporation Act permit any Virginia corporation to indemnify an officer or director against liability incurred in a proceeding if such officer or director conducted himself in good faith and believed (i) in the case of conduct in his official capacity with the corporation, that his conduct was in its best interests; and (ii) in all other cases, that his conduct was at least not opposed to its best interests. In the case of a criminal proceeding, a corporation may indemnify an officer or director made a party to such proceeding if he had no reasonable cause to believe that his conduct was unlawful. A corporation may not indemnify an officer or director under Section 13.1-697 (i) in connection with a proceeding by or in the right of the corporation in which he was adjudged liable to the corporation; or (ii) in connection with any other proceeding charging improper personal benefit to him in which he was adjudged liable on the basis that personal benefit was improperly received by him. Indemnification permitted under Section 13.1-697 in connection with a proceeding by or in the right of the corporation is limited to reasonable expenses incurred in connection with the proceeding. Further, Virginia Code Sections 13.1-698 and 13.1-702(1) provide that, unless limited by its articles of incorporation, a corporation is required to provide indemnification to an officer or director who entirely prevails in the defense of any proceeding to which he was a party because he is or was an officer or director of the corporation against reasonable expenses incurred by him in connection with the proceeding. A corporation may pay for or reimburse the reasonable expenses incurred by an officer or director who is a party to a proceeding in advance of final disposition of the proceeding if certain statements and undertakings are made by the officer or director and a determination is made that the facts as then known would not preclude indemnification. Va. Code Section 13.1-699. In addition, an officer or director of the corporation who is a party to a proceeding may apply for advances or reimbursement of expenses and for indemnification to the court conducting the proceeding or seek advances, reimbursement, or indemnification in another court of competent jurisdiction. The court shall order advances, reimbursement, or indemnification if it determines the officer or director is entitled to such advances, reimbursement, or indemnification, in which case the court shall also order the corporation to pay the officer's or director's reasonable expenses incurred to obtain the order. With respect to a proceeding by or in the right of the corporation, the court may order indemnification to the extent of the officer's or director's reasonable expenses if it determines that, considering all the relevant circumstances, the officer or director is entitled to indemnification even though he was adjudged liable, and may also order the corporation to pay the officer's and director's reasonable expenses incurred to obtain the order. Va. Code Section 13.1-700.1. In such a proceeding, no presumption is created by the fact that either the corporation has not considered the question of indemnification or that the corporation has denied indemnification. A corporation is given the power to make further indemnity to any officers or directors that may be authorized by the articles of incorporation or any bylaw made by the shareholders or any resolution adopted, before or after the event, by the shareholders, except an indemnity against the officer's or director's willful misconduct or a knowing violation of the criminal law. Va. Code Section 13.1-704. The Company maintains two directors' and officers' legal liability insurance policies. The first, in the amount of $10 million, is issued by Federal Insurance Company. The Company also maintains an umbrella (excess) policy in the amount of $25 million, also issued by Federal Insurance Company. Each policy provides coverage up to 100% of its face amount, subject to certain deductible or retention amounts. In general, the policies insure (i) the Company's directors and officers against losses by reason of their wrongful acts, and/or (ii) the Company against claims against the directors and officers by reason of their wrongful acts for which the Company is required to indemnify or pay, all as such terms are defined in the policies and subject to the terms and conditions contained therein. EXHIBITS Exhibit No. Description - ----------- ----------- 4(a) Specimen copy of certificate for Roanoke Electric Steel Corporation common stock, no par value 4(b) Article II of the Bylaws of Roanoke Electric Steel Corporation, as amended, (incorporated herein by reference to Exhibit 3(b) of the Annual Report on Form 10-K for the fiscal year ended October 31, 1996) 5 Opinion of Woods, Rogers & Hazlegrove, P.L.C. 23(a) Consent of Woods, Rogers & Hazlegrove, P.L.C. (included in Exhibit (5)) 23(b) Consent of Deloitte & Touche LLP 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; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; (iii)To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is on Form S-3 or Form S-8, and 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 the 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. (4) If the registrant is a foreign private issuer, to file a post- effective amendment to the registration statement to include any financial statements required by 3-19 of Regulation S-X at the start of any delayed offering or throughout a continuous 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 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 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 of 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. SIGNATURES 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 Roanoke, Commonwealth of Virginia, on April 15, 1997. ROANOKE ELECTRIC STEEL CORPORATION By: s/Donald G. Smith ----------------------------------- Donald G. Smith Chairman, President, Treasurer 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 capacities indicated as of April 15, 1997. Signature Title --------- ----- s/Donald G. Smith Chairman, President, Treasurer and - ------------------------------------ Chief Executive Officer (Principal (Donald G. Smith) Executive Officer, Principal Financial Officer) and Director s/John E. Morris Vice President-Finance and - ------------------------------------ (Principal Accounting Officer) (John E. Morris) Assistant Treasurer s/Frank A. Boxley Director - ------------------------------------ (Frank A. Boxley) s/T. A. Carter Director - ------------------------------------ (T. A. Carter) s/George B. Cartledge, Jr. Director - ------------------------------------ (George B. Cartledge, Jr.) s/Charles I. Lunsford, II Director - ------------------------------------ (Charles I. Lunsford, II) s/William L. Neal Director - ------------------------------------ (William L. Neal) s/Thomas L. Robertson Director - ------------------------------------ (Thomas L. Robertson) s/Paul E. Torgersen Director - ------------------------------------ (Paul E. Torgersen) s/John D. Wilson Director - ------------------------------------ (John D. Wilson) EXHIBIT INDEX Page No. In Sequential Exhibit No. Description System - ----------- ----------- --------- 4(a) Specimen copy of certificate for Roanoke Electric Steel Corporation common stock, no par value 4(b) Article II of the Bylaws of Roanoke Electric Steel Corporation, as amended, (incorporated herein by reference to Exhibit 3(b) of the Annual Report on Form 10-K for the fiscal year ended October 31, 1996) 5 Opinion of Woods, Rogers & Hazlegrove, P.L.C. 23(a) Consent of Woods, Rogers & Hazlegrove, P.L.C. (included in Exhibit (5)) 23(b) Consent of Deloitte & Touche LLP EX-4 2 EXHIBIT 4(A) Exhibit 4(a) [SPECIMEN STOCK CERTIFICATE] R RE ROANOKE ELECTRIC STEEL CORPORATION INCORPORATED UNDER THE LAWS OF THE COMMONWEALTH OF VIRGINIA CUSIP 769841 10 7 See Reverse for Certain Definitions THIS CERTIFIES THAT is the owner of [SPECIMEN] Countersigned: WACHOVIA BANK AND TRUST COMPANY, N.A. (Winston-Salem, N.C.) Transfer Agent By Authorized Signature fully paid and non-assessable shares of the Common Capital Stock of no par value of ROANOKE ELECTRIC STEEL CORPORATION transferable only on the books of the Corporation by the holder hereof, in person or by attorney, upon surrender of this certificate properly endorsed. This certificate is not valid unless countersigned by the Transfer Agent. In Witness Whereof, the said Corporation has caused this Certificate to be executed by the facsimile signatures of its duly authorized officers under the facsimile Seal of the Corporation in Roanoke, Virginia. Dated: s/Thomas J. Crawford [Corporate Seal of s/Donald G. Smith Secretary Roanoke Electric Steel President Corporation - Virginia 1995] ROANOKE ELECTRIC STEEL CORPORATION AT SUCH TIME AS THE CORPORATION IS AUTHORIZED TO ISSUE SHARES OF MORE THAN ONE CLASS, IT WILL FURNISH TO ANY STOCKHOLDER UPON REQUEST TO THE OFFICE OF THE CORPORATION IN ROANOKE, VIRGINIA, AND WITHOUT CHARGE, A FULL STATEMENT OF THE DESIGNATIONS, PREFERENCES, LIMITATIONS AND RELATIVE RIGHTS OF THE SHARES OF EACH CLASS AUTHORIZED TO BE ISSUED AND THE VARIATIONS IN THE RELATIVE RIGHTS AND PREFERENCES BETWEEN THE SHARES OF EACH SERIES OF ANY PREFERRED OR SPECIAL CLASS AUTHORIZED TO BE ISSUED IN SERIES, SO FAR AS THE SAME HAVE BEEN FIXED AND DETERMINED, AND THE AUTHORITY OF THE BOARD OF DIRECTORS TO FIX AND DETERMINE THE RELATIVE RIGHTS AND PREFERENCES OF SUBSEQUENT SERIES OF ANY PREFERRED OR SPECIAL CLASS. The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common UNIF GIFT MIN TEN ENT - as tenants by the ACT - Custodian entireties --- --- JT TEN - as joint tenants with (Cust) (Minor) right of survivorship under Uniform and not as tenants Gifts to Minors in common Act ----------- (State) Additional abbreviations may also be used though not in the above list. For value received, , hereby sell, assign and transfer unto ---------- PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE [ ] - ---------------------------------------------------------------------------- (Please print or typewrite name and address, including zip code, of assignee. - ---------------------------------------------------------------------------- - ---------------------------------------------------------------------------- - ---------------------------------------------------------------------- shares of the capital stock represented by the within Certificate, and do hereby irrevocably constitute and appoint , Attorney to ---------------------------- transfer the said stock on the books of the within named Corporation with full power of substitution in the premises. Dated ------------------- -------------------------------------------- NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER. EX-5 3 EXHIBIT 5 Exhibit 5 Faith M. Wilson 540 983-7633 Internet: wilson@woodsrogers.com April 15, 1997 Board of Directors Roanoke Electric Steel Corporation Post Office Box 13948 Roanoke, VA 24038-3948 In re: Registration Statement on Form S-8: Roanoke Electric Steel Corporation Non-Employee Directors Stock Option Plan ----------------------------------------------------------- Gentlemen: We have acted as counsel for you in connection with the preparation of a Registration Statement on Form S-8 (the "Registration Statement") pursuant to the provisions of the Securities Act of 1933, as amended, being filed with the Securities and Exchange Commission on April 15, 1997, or as soon thereafter as practicable, in respect of 25,000 shares of Company common stock which may be sold pursuant to the Roanoke Electric Steel Corporation Non-Employee Stock Option Plan and, as such, have examined the same and the exhibits being filed therewith. We are generally familiar with your corporate affairs, including your organization and the conduct of the corporate proceedings relating thereto. We also have examined such of your corporate records as we have deemed necessary as the basis for this opinion. Based upon the foregoing, it is our opinion that: 1. The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the Commonwealth of Virginia. 2. The 25,000 shares of Company common stock which are the subject of the Registration Statement have been duly and validly authorized, and when issued pursuant to proper resolution of the Board of Directors of the Company and upon the terms as set forth in the Registration Statement, will be legally issued, fully paid and non-assessable. Board of Directors Roanoke Electric Steel Corporation April 15, 1997 Page 2 The foregoing opinion is contingent upon the Registration Statement becoming effective. We consent to its use as an exhibit to the Registration Statement and to reference to this firm in the Prospectus, the Registration Statement and any amendments thereto. Very truly yours, s/Woods, Rogers & Hazlegrove, P.L.C. WOODS, ROGERS & HAZLEGROVE, P.L.C. EX-23 4 EXHIBIT 23(B) Exhibit 23(b) INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of Roanoke Electric Steel Corporation on Form S-8 of our report dated November 21, 1996, appearing in and incorporated by reference in the Annual Report on Form 10-K of Roanoke Electric Steel Corporation for the year ended October 31, 1996 and to the reference to us under the heading "Experts" in the Prospectus, which is part of this Registration Statement. s/Deloitte & Touche LLP Winston-Salem, North Carolina April 7, 1997 -----END PRIVACY-ENHANCED MESSAGE-----