-----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, SDLgoIwxydER7bwAbuwsRKwnIU2OFuBZdx5DllUrvTKrwqz6CMAZTyWrug6gEuy/ PtDCawGuQen0+s2NOQOSRQ== 0000950114-97-000003.txt : 19970110 0000950114-97-000003.hdr.sgml : 19970110 ACCESSION NUMBER: 0000950114-97-000003 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19970109 EFFECTIVENESS DATE: 19970109 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: HUNTCO INC CENTRAL INDEX KEY: 0000905722 STANDARD INDUSTRIAL CLASSIFICATION: STEEL WORKS, BLAST FURNACES ROLLING MILLS (COKE OVENS) [3312] IRS NUMBER: 431643751 STATE OF INCORPORATION: MO FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-19461 FILM NUMBER: 97503222 BUSINESS ADDRESS: STREET 1: 14323 SOUTH OUTER FORTY STREET 2: STE 600 N CITY: TOWN & COUNTRY STATE: MO ZIP: 63017 BUSINESS PHONE: 3148780155 MAIL ADDRESS: STREET 1: 14323 S OUTER FORTY STREET 2: STE 600N CITY: TOWN & COUNTRY STATE: MO ZIP: 63017 S-8 1 HUNTCO INC. FORM S-8 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 9, 1997 Registration No. 333- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------------------- HUNTCO INC. (Exact name of registrant as specified in its Charter) Missouri 43-1643751 (State or Other Jurisdiction (I.R.S. Employer of Incorporation or Organization) Identification No.) 14323 South Outer Forty, Suite 600 N. Town & Country, Missouri 63017 (Address of principal executive offices) (Zip Code) HUNTCO INC. 1993 INCENTIVE STOCK PLAN (As Amended and Restated in 1996) (Full Title of the Plan) -------------------- Robert J. Marischen, Vice Chairman and Chief Financial Officer Huntco Inc. 14323 South Outer Forty, Suite 600 N. Town & Country, Missouri 63017 (Name and Address of Agent for Service) (314) 878-0155 (Telephone Number, Including Area Code, of Agent for Service) CALCULATION OF REGISTRATION FEE --------------------
Proposed Title of Proposed Maximum Maximum Securities Amount to be Offering Price Aggregate Amount of to be Registered Registered Per Share Offering Price Registration fee - ---------------- ------------ ---------------- -------------- ---------------- Class A Common 150,000 $14.8125 $2,221,875 $673.30 Stock Shares =============================================================================================================== Plus such additional shares as may be issued by reason of stock splits, stock dividends or similar transactions. The proposed maximum offering price per share and maximum aggregate offering price are estimated for the sole purpose of calculating the amount of the registration fee with respect to 150,000 shares of Class A Common Stock potentially issuable upon the exercise of 150,000 stock options, none of which options have yet been awarded. The fee has been calculated in accordance with Rule 457(h)(1) under the Securities Act of 1933. Accordingly, the maximum offering price per share is based on the average of the high and low sales prices of the Class A Common Stock on January 2, 1997 as reported by the New York Stock Exchange.
The purpose of this Registration Statement on Form S-8 of Huntco Inc. ("Huntco") is to register an additional 150,000 shares of Class A Common Stock of Huntco pursuant to the Huntco Inc. 1993 Incentive Stock Plan (As Amended and Restated in 1996) (the "Plan"). Pursuant to General Instruction E to Form S-8, the contents of Huntco's Registration Statement on Form S-8 related to the Plan, Registration No. 33-68488, filed on September 7, 1993, are incorporated herein by reference. 2 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Certain Documents by Reference. - -------------------------------------------------------- The following document filed with the Securities and Exchange Commission is incorporated herein by reference: (c) The description of Huntco's Class A Common Stock, $.01 par value, contained in Item 1 of Huntco's Registration Statement on Form 8-A filed with the Commission on January 17, 1995. Item 8. Exhibits. - ----------------- See Exhibit Index on page II-5 hereof. 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 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. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective 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; II-1 3 Provided, however, that paragraphs (a)(1)(i) and (a)(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 paragraphs 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 in this registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post- effective amendment any of the securities being registered which remain unsold at the termination of the offering. (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 the registration statement shall be deemed to be a new registration statement relating to the securities being offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (h) 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. II-2 4 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 Town & Country, State of Missouri, on January 8, 1997. HUNTCO INC. (Registrant) By: /s/ Robert J. Marischen ------------------------------- Robert J. Marischen Vice Chairman and Chief Financial Officer POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints B. D. Hunter, Robert J. Marischen and Terry J. Heinz and each of them (with full power to each of them to act alone), his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, 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 said attorneys-in-fact and agents, or any of them, or their substitutes, may lawfully do or cause to be done by virtue hereof. II-3 5 Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
Signature Title Date - --------- ----- ---- /s/ B. D. Hunter Chairman, Chief Executive 1/8/97 - ------------------------- Officer and Director B. D. Hunter (Principal Executive Officer) /s/ Robert J. Marischen Vice Chairman and Chief Financial 1/8/97 - ------------------------- Officer and Director (Principal Robert J. Marischen Financial and Accounting Officer) /s/ Terry J. Heinz President, Chief Operating Officer and 1/8/97 - ------------------------- Director Terry J. Heinz /s/ Donald E. Brandt Director 1/8/97 - ------------------------- Donald E. Brandt /s/ James J. Gavin, Jr. Director 1/8/97 - ------------------------- James J. Gavin, Jr. /s/ Michael M. McCarthy Director 1/8/97 - ------------------------- Michael M. McCarthy
II-4 6 EXHIBIT INDEX
Exhibit Number - ---------- 5 Opinion of Peper, Martin, Jensen, Maichel and Hetlage. 15 Not applicable. 23.1 Consent of Price Waterhouse LLP. 23.2 Consent of Peper, Martin, Jensen, Maichel and Hetlage contained in Exhibit 5. 24 Power of Attorney contained on Pages II-3 and II-4 hereof. 25 Not applicable. 27 Not applicable 28 Not applicable. Numbers correspond to document numbers in Exhibit Table of Item 601 of Regulation S-K.
II-5 EX-5 2 OPINION RE LEGALITY 1 [Letterhead of Peper, Martin, Jensen, Maichel and Hetlage] January 8, 1997 Huntco Inc. Suite 600 N. 14323 South Outer Forty Town and Country, Missouri 63017 RE: Huntco Inc. 1993 Incentive Stock Plan (As Amended and Restated in 1996) We are counsel for Huntco Inc., a Missouri corporation (the "Company"), in connection with the registration under the Securities Act of 1933, as amended, of 150,000 shares of Class A Common Stock, $.01 per share par value, of the Company (the "Shares"), to be issued under the Huntco Inc. 1993 Incentive Stock Plan (As Amended and Restated in 1996) (the "Plan"). A Registration Statement on Form S-8 (the "Registration Statement") with respect to such Shares is being filed concurrently herewith with the Securities and Exchange Commission. As counsel, we have examined (a) the Plan, (b) copies of the following resolutions: (i) resolutions adopted by the Board of Directors of the Company at its regular meeting on December 5, 1996, (ii) resolutions adopted by the shareholders of the Company at the annual meeting of shareholders held on September 12, 1996, (iii) resolutions adopted by the Board of Directors of the Company by unanimous written consent dated as of July 31, 1996, (iv) resolutions adopted by the Board of Directors of the Company at its regular meeting on June 6, 1996, (v) resolutions adopted by the Board of Directors of the Company by unanimous written consent dated as of May 18, 1993, and (vi) resolutions adopted by the shareholders of the Company by unanimous written consent dated as of May 18, 1993, all of which resolutions have been certified by the Secretary of the Company, (c) a Good Standing Certificate with respect to the Company issued by the Secretary of State of Missouri on January 7, 1997 (the "Public Document"), (d) the Restated Articles of Incorporation of the Company, and (e) the Bylaws of the Company, as amended to date. We have relied, as to factual matters which affect our opinion, on the Certificate of the Secretary of the Company 2 Huntco Inc. January 8, 1997 Page 2 dated January 8, 1997 and the Public Document. We have assumed the genuineness of all signatures and the authenticity of all items submitted to us as originals and the conformity with originals of all items submitted to us as copies. Based upon the foregoing, we are of the opinion that: 1. The Shares to be issued as described in the Plan are duly and validly authorized. 2. When the Shares to be issued pursuant to the Plan are issued by the Company in accordance with the provisions of the Plan, such Shares will be duly and validly issued, fully paid and nonassessable. We hereby consent to the use of this opinion as Exhibit 5 of the above-mentioned Registration Statement. /s/ PEPER, MARTIN, JENSEN, MAICHEL AND HETLAGE PEPER, MARTIN, JENSEN, MAICHEL and HETLAGE CAA/SHT EX-23.1 3 CONSENT OF EXPERT 1 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated May 22, 1996, which appears under Item 8 of Huntco Inc.'s Annual Report on Form 10-K for the year ended April 30, 1996. /s/ Price Waterhouse LLP PRICE WATERHOUSE LLP St. Louis, Missouri January 8, 1997 -----END PRIVACY-ENHANCED MESSAGE-----