-----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, D9ur4tnhvTQnxL66C9hi+6O4j54Z1dTl8Qr+qOcdMWZ48FbXyyPyKDlzNi0OtPEF EpRkEUni9gVfpQhG8qwCNQ== 0000950144-97-005092.txt : 19970506 0000950144-97-005092.hdr.sgml : 19970506 ACCESSION NUMBER: 0000950144-97-005092 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19970505 EFFECTIVENESS DATE: 19970505 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALUMAX INC CENTRAL INDEX KEY: 0000912600 STANDARD INDUSTRIAL CLASSIFICATION: PRIMARY PRODUCTION OF ALUMINUM [3334] IRS NUMBER: 132762395 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-26511 FILM NUMBER: 97595591 BUSINESS ADDRESS: STREET 1: 5655 PEACHTREE PKWY CITY: NORCROSS STATE: GA ZIP: 30092 BUSINESS PHONE: 4042466600 MAIL ADDRESS: STREET 1: 5655 PEACHTREE PKWY CITY: NORCROSS STATE: GA ZIP: 30092 S-8 1 ALUMAX: S-8 1 As filed with the Securities and Exchange Commission on May 5, 1997 Registration No. 33- ================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ALUMAX INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 13-2762395 (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.) 5655 PEACHTREE PARKWAY NORCROSS, GEORGIA 30092 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) 1995 EMPLOYEE EQUITY OWNERSHIP PLAN (FULL TITLE OF PLAN) HELEN M. FEENEY VICE PRESIDENT AND CORPORATE SECRETARY ALUMAX INC. 5655 PEACHTREE PARKWAY NORCROSS, GEORGIA 30092 (NAME AND ADDRESS OF AGENT FOR SERVICE) (770) 246-5531 (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) CALCULATION OF REGISTRATION FEE
=========================================================================================== PROPOSED PROPOSED MAXIMUM MAXIMUM AMOUNT OFFERING AGGREGATE AMOUNT OF TITLE OF SECURITIES TO BE PRICE PER OFFERING REGISTRATION TO BE REGISTERED REGISTERED SHARE (1) PRICE (1) FEE - ------------------------------------------------------------------------------------------- COMMON STOCK, $.01 1,000,000 $36.3125 $36,312,500 $11,003.79 PAR VALUE PER SHARE SHARES (INCLUDING RIGHTS)(2) ===========================================================================================
(1) ESTIMATED SOLEY FOR THE PURPOSE OF CALCULATING THE REGISTRATION FEE. SUCH ESTIMATE HAS BEEN COMPUTED IN ACCORDANCE WITH RULE 457(H) BASED UPON THE AVERAGE OF THE HIGH AND LOW PRICE OF THE COMMON STOCK OF ALUMAX INC. AS REPORTED ON THE NEW YORK STOCK EXCHANGE COMPOSITE TRANSACTIONS TAPE ON MAY 1, 1997. (2) EACH SHARE OF COMMON STOCK HAS ONE RIGHT THAT, AT SPECIFIED TIMES AND IN CERTAIN CIRCUMSTANCES, ENTITLES THE HOLDER THEREOF TO PURCHASE SECURITIES OF ALUMAX INC. OR, IN CERTAIN CASES, OF CERTAIN OTHER ENTITIES. 2 PART I INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS ITEM 1. PLAN INFORMATION Not required to be filed with this Registration Statement. ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION Not required to be filed with this Registration Statement. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The following documents, which have been heretofore filed with the Securities and Exchange Commission (the "Commission") by the registrant, Alumax Inc., a Delaware corporation (the "Registrant"), are incorporated by reference in this Registration Statement: (a) The Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1996; (b) The description of the Common Stock contained in the Registrant's Registration Statement on Form 8-A, dated September 24, 1993, including any amendment or report filed with the Commission for purposes of updating such description; and (c) The description of the Stock Purchase Rights relating to the Registrant's Common Stock (the "Rights") as set forth in the Registrant's Registration Statement on Form 8-A, dated February 22, 1996. 3 All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all such securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be part hereof from the date of filing of such documents. Any statement contained herein or 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 also is 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 Not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL The validity of the shares of Common Stock offered hereby and of the related Rights will be passed upon for the Registrant by Sullivan & Cromwell, New York, New York. In rendering their opinion regarding the validity of the Rights, Sullivan & Cromwell will note that the question of whether the Board of Directors of the Registrant might be required to redeem the Rights at some future time will depend upon the facts and circumstances existing at that time and, accordingly, is beyond the scope of such opinion. W. Loeber Landau, a partner of Sullivan & Cromwell, is a Director of the Registrant. As of March 14, 1997, Mr. Landau beneficially owned 22,363 shares of Common Stock and held options on 10,000 shares of Common Stock, all of which are currently exercisable. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS The Registrant is incorporated under the laws of the State of Delaware. Section 145 of the Delaware General Corporation Law provides that a Delaware corporation may indemnify any persons who are, or are threatened to be made, parties to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of such corporation), by reason of the fact that such person is or was an officer, director, employee or agent of another corporation or enterprise. The indemnity may include expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the corporation's best interests and, with respect to any criminal action or proceeding, had no reasonable cause to believe that his or her conduct was illegal. A Delaware corporation may also indemnify any persons who are, or are threatened to be 4 made, a party to any threatened, pending or completed action or suit by or in the right of the corporation by reason of the fact that such person is or was a director, officer, employee or agent of such corporation, or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation or enterprise. This indemnity may include expenses (including attorneys' fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit, provided such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the corporation's best interests except that no indemnification is permitted without judicial approval if the officer or director is adjudged to be liable to the corporation. To the extent that an officer, director, employee or agent is successful on the merits or otherwise in the defense of any action referred to above, the corporation must indemnify him or her against the expenses which such officer or director has actually and reasonably incurred in connection with such defense. The Registrant's By-laws provide for the indemnification of directors and officers of the Registrant to the fullest extent permitted under Delaware General Corporation Law as currently in effect or as the same may be amended. Article IX of the Registrant's Restated Certificate of Incorporation provides that the Registrant shall indemnify, and advance expenses to, its directors and officers to the fullest extent permitted by law. The Delaware General Corporation Law also provides that the Registrant may maintain insurance to cover losses incurred pursuant to liability of directors and officers of the Registrant, which insurance, if any, may cover liabilities of directors and officers of the Registrant arising under the Securities Act of 1933, as amended (the "Securities Act"). ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED Not applicable. ITEM 8. EXHIBITS 4.1 Restated Certificate of Incorporation of Alumax Inc., filed as Exhibit 3.01 to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1993 and incorporated herein by reference. 4.2 Restated By-laws of Alumax Inc., as amended on September 5, 1996, filed as Exhibit 3.02 to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1996 and incorporated herein by reference. 4.3 Rights Agreement, dated as of February 22, 1996, between Alumax Inc. and Chemical Mellon Shareholder Services, L.L.C., as Right Agent, including as Exhibit A the forms of Rights Certificate and Election to Exercise and as Exhibit B the form of Certificate of 5 Designation and Terms of the Participating Preferred Stock of Alumax Inc., filed as Exhibit 4 to the Registrant's Current Report on Form 8-K, dated February 22, 1996 and incorporated herein by reference. 4.4 Form of Common Stock Certificate, filed as Exhibit 4.01 to the Company's Registration Statement on Form S-1 (Commission File No. 33-69442) and incorporated herein by reference. 5.1 Opinion of Sullivan & Cromwell regarding the legality of the securities being registered. 23.1 Consent of Coopers & Lybrand L.L.P. 23.2 Consent of Sullivan & Cromwell (contained in Exhibit 5.1). 24.1 Power of Attorney. ITEM 9. UNDERTAKINGS. (a) The 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; 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. 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 and 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 percent 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 this Registration Statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is 6 contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act, 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 hereby 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, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) 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 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 Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by Registrant of expenses incurred or paid by a director, officer or controlling person of 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 Securities Act and will be governed by the final adjudication of such issue. 7 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 of 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 Norcross, State of Georgia, on May 5, 1997. ALUMAX INC. BY: /s/ Helen M. Feeney -------------------------------- Helen M. Feeney Vice President and Corporate Secretary Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on May 5, 1997, by the following persons in the capacities indicated:
Signature Capacity --------- -------- * Chairman, Chief Executive Officer and Director - ------------------------------ (Principal Executive Officer) Allen Born * Director - ------------------------------ J. Dennis Bonney * Director - ------------------------------ Harold Brown * Director - ------------------------------ L. Don Brown * Director - ------------------------------ Pierre Des Marais II * Director - ------------------------------ James C. Huntington, Jr. * Director - ------------------------------ W. Loeber Landau * Director - ------------------------------ Paul W. MacAvoy * Director - ------------------------------ Anne Wexler * Executive Vice President and Chief Financial Officer - ------------------------------ (Principal Financial Officer) Lawrence B. Frost * Vice President and Controller (Principal Accounting Officer) - ------------------------------ Michael T. Vollkommer
* By: /s/ Helen M. Feeney -------------------------------- Helen M. Feeney As Attorney-in-Fact for each of the persons indicated 8 EXHIBIT INDEX EXHIBITS. 4.1 Restated Certificate of Incorporation of Alumax Inc., filed as Exhibit 3.01 to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1993 and incorporated herein by reference. 4.2 Restated By-laws of Alumax Inc., as amended on September 5, 1996, filed as Exhibit 3.02 to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1996 and incorporated herein by reference. 4.3 Rights Agreement, dated as of February 22, 1996, between Alumax Inc. and Chemical Mellon Shareholder Services L.L.C., as Rights Agent, including as Exhibit A the forms of Rights Certificate and Election to Exercise and as Exhibit B the form of Certificate of Designation and Terms of the Participating Preferred Stock of Alumax Inc., filed as Exhibit 4 to the Registrant's Current Report on Form 8-K, dated February 22, 1996 and incorporated herein by reference. 4.4 Form of Common Stock Certificate, filed as Exhibit 4.01 to the Company's Registration Statement on Form S-1 (Commission File No. 33-69442) and incorporated herein by reference. 5.1 Opinion of Sullivan & Cromwell regarding the legality of the securities being registered. 23.1 Consent of Coopers & Lybrand L.L.P. 23.2 Consent of Sullivan & Cromwell (contained in Exhibit 5.1). 24.1 Power of Attorney. EX-5.1 2 OPINION OF SULLIVAN & CROMWELL 1 Exhibit 5.1 OPINION OF SULLIVAN & CROMWELL May 5, 1997 Alumax Inc., 5655 Peachtree Parkway Norcross, Georgia 30092. Dear Sirs: In connection with the registration under the Securities Act of 1933 (the "Act") of 1,000,000 shares (the "Securities") of Common Stock, par value $.01 per share, of Alumax Inc., a Delaware corporation (the "Company"), and 1,000,000 related stock purchase rights (the "Rights") to be issued pursuant to the Rights Agreement, dated as of February 22, 1996 (the "Rights Agreement"), between the Company and Chemical Mellon Shareholder Services, L.L.C., as Rights Agent (the "Rights Agent"), we, as your counsel, have examined such corporate records, certificates and other documents, and such questions of law, as we have considered necessary or appropriate for the purposes of this opinion. Upon the basis of such examination, we advise you that, in our opinion: (1) When the registration statement relating to the Securities and the Rights (the "Registration Statement") has become effective under the Act, the terms of the issuance of the Securities have been duly established in conformity with the Company's Restated Certificate of Incorporation so as not to violate any applicable law or result in a default under or breach of any agreement or instrument binding on the Company and so as to comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Company, and the Securities have been duly issued as 2 contemplated by the Registration Statement out of the Company's authorized and unissued capital, the Securities will be validly issued, fully paid and nonassessable. (2) Assuming that the Rights Agreement has been duly authorized, executed and delivered by the Rights Agent, then when the Registration Statement has become effective under the Act and the Securities have been validly issued as contemplated by the Registration Statement out of the Company's authorized and unissued capital, the Rights attributable to the Securities will be validly issued. In connection with our opinion set forth in paragraph (2) above, we note that the question whether the Board of Directors of the Company might be required to redeem the Rights at some future time will depend upon the facts and circumstances existing at that time and, accordingly, is beyond the scope of such opinion. The foregoing opinion is limited to the Federal laws of the United States and the General Corporation Law of the State of Delaware, and we are expressing no opinion as to the effect of the laws of any other jurisdiction. We have relied as to certain matters on information obtained from public officials, officers of the Company and other sources believed by us to be responsible. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to us under the heading "Interests of Named Experts and Counsel" in the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act. Very truly yours, SULLIVAN & CROMWELL EX-23.1 3 CONSENT OF COOPERS & LYBRAND 1 EXHIBIT 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in this registration statement of Alumax Inc. on Form S-8 of our report dated January 27, 1997, on our audits of the consolidated financial statements and financial statement schedule of Alumax Inc. as of December 31, 1996 and 1995, and for the years ended December 31, 1996, 1995 and 1994, which report is included in Alumax Inc.'s Annual Report on Form 10-K for the year ended December 31, 1996. COOPERS & LYBRAND L.L.P. Atlanta, Georgia May 5, 1997 EX-24.1 4 POWER OF ATTORNEY 1 EXHIBIT 24.1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned officers and directors, individually and collectively, hereby constitute and appoint Helen M. Feeney, Lawrence B. Frost and Michael T. Vollkommer, and each of them, their true and lawful attorneys and agents to execute and deliver on behalf of any one or more of them, in any one or more of their various capacities as officer or director of the registrant, a registration statement covering shares of Alumax Inc. Common Stock, par value $0.01 per share, issuable pursuant to the 1995 Employee Equity Ownership Plan, and any and all required amendments (including post-effective amendments) and supplements thereto, for filing with the Securities and Exchange Commission under the Securities Act of 1933, as amended, the undersigned, and each of them, granting unto said attorneys 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, hereby ratifying and confirming all that said attorneys and agents, and each of them, shall lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, each of the undersigned has signed his or her name hereto on the date set opposite his or her name. September 5, 1996 /s/ Allen Born -------------------------------------------------------------- Allen Born, as Chairman, Chief Executive Officer and Director (Principal Executive Officer) 2 September 5, 1996 /s/ Lawrence B. Frost -------------------------------------------------------------- Lawrence B. Frost, as Senior Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer) September 5, 1996 /s/ Michael T. Vollkommer -------------------------------------------------------------- Michael T. Vollkommer, as Vice President and Controller (Principal Accounting Officer) September 5, 1996 /s/ J. Dennis Bonney -------------------------------------------------------------- J. Dennis Bonney, as Director September 5, 1996 /s/ Harold Brown -------------------------------------------------------------- Harold Brown, as Director September 5, 1996 /s/ L. Don Brown -------------------------------------------------------------- L. Don Brown, as Director September 5, 1996 /s/ Pierre Des Marais II -------------------------------------------------------------- Pierre Des Marais II, as Director September 5, 1996 /s/ James C. Huntington, Jr. -------------------------------------------------------------- James C. Huntington, Jr., as Director September 5, 1996 /s/ W. Loeber Landau -------------------------------------------------------------- W. Loeber Landau, as Director September 5, 1996 /s/ Paul W. MacAvoy -------------------------------------------------------------- Paul W. MacAvoy, as Director September 5, 1996 /s/ Anne Wexler -------------------------------------------------------------- Anne Wexler, as Director -----END PRIVACY-ENHANCED MESSAGE-----