As filed with the Securities and Exchange Commission on May 24, 1999
Registration No. 333-________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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REYNOLDS METALS COMPANY
(Exact name of registrant as specified in its charter)
Delaware 54-0355135
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
6601 West Broad Street, Richmond, VA 23230
(Address of principal executive offices, including zip code)
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REYNOLDS METALS COMPANY
1999 NONQUALIFIED STOCK OPTION PLAN
(Full title of plan)
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D. MICHAEL JONES, ESQ., Senior Vice President and General Counsel
and
BRENDA A. HART, ESQ., Chief Securities/Finance Counsel and Assistant Secretary
Reynolds Metals Company
6601 West Broad Street, Richmond, VA 23230
(804) 281-2000
(Names, addresses and telephone numbers, including area code,
of agents for service)
CALCULATION OF REGISTRATION FEE
==============================================================================
Proposed Proposed
maximum maximum
Title of Amount offering aggregate Amount of
securities to to be price per offering registration
be registered registered share<FN*> price<FN*> fee<FN*>
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Common Stock, 2,250,000 $62.40625 $140,414,062.50 $39,305.11
without par value shares
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<FN>
<FN*> In accordance with Rule 457(h)(1) under the Securities Act of 1933,
the aggregate offering price and registration fee are computed on the basis of
a price per share based, pursuant to Rule 457(c), on the average of the high
and low prices of the Common Stock as reported on the New York Stock Exchange
Composite Transactions Tape on May 19, 1999.
</FN>
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEMS 1 AND 2.
The document(s) containing the information specified in this
Part I will be sent or given to employees as specified by Rule 428(b)(1).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange Commission
under the Securities Exchange Act of 1934 (the "Exchange Act") are incorporated
herein by reference:
(1) The Annual Report of Reynolds Metals Company (the "Company" or the
"Registrant") on Form 10-K for the year ended December 31, 1998.
(2) All other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Exchange Act since December 31, 1998.
(3) The description of the Company's Common Stock set forth in Exhibit 99
to the Company's Form 10-Q Report for the Quarter Ended March 31, 1999.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of 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 securities then remaining unsold shall be
deemed to be incorporated by reference herein and to be a part hereof from the
date of filing of such documents.
The consolidated financial statements of the Company appearing in the
Company's Annual Report (Form 10-K) for the year ended December 31, 1998, have
been audited by Ernst & Young LLP, independent auditors, as set forth in their
report thereon included therein and incorporated herein by reference. Such
consolidated financial statements are incorporated herein by reference in
reliance upon such report given upon the authority of such firm as experts in
accounting and auditing.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of the State of Delaware
empowers the Company to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending, or completed action,
suit or proceeding by reason of the fact that such person is or was a director,
officer, employee or agent of the Company or is or was serving at the request
of the Company as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
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 if he or she acted in good faith and in a
manner he or she reasonably believed to be in or not opposed to the best
interests of the Company and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his or her conduct was unlawful,
except that, in the case of an action or suit by or in the right of the
Company, no indemnification may be made in respect of any claim, issue or
matter as to which such person shall have been adjudged to be liable to the
Company unless the Court of Chancery or the court in which such action or suit
was brought shall determine that such person is fairly and reasonably entitled
to indemnity for proper expenses. Article X of the By-Laws of the Company
incorporates substantially the provisions of Section 145 of the General
Corporation Law of the State of Delaware and requires the Company to indemnify
any director, officer or employee of the Company to the full extent of its
powers as described above. The Company has also entered into indemnification
agreements with each of its directors and officers. The rights conferred
thereunder include the indemnification rights under Article X of the
Company's By-Laws. In addition, the agreements provide, among other
things, for indemnification coverage as a non-party participant in a covered
proceeding, indemnification of expenses incurred as a witness, payment of
expenses incurred in enforcing the agreement, and contribution rights
(to the extent permitted by law) in circumstances where indemnification
is not available; and require the Company to observe specified procedures,
within set time limits, when indemnification or advancement of expenses is
requested. Article XI of the Company's Restated Certificate of Incorporation
limits the personal liability of directors to the Company or its
shareholders for monetary damages for certain breaches of fiduciary duty.
The Company has placed in effect insurance indemnifying against certain
liabilities that could arise from acts (or omissions to act) of its officers
and directors.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
*4.1 Restated Certificate of Incorporation, as amended to the date hereof.
(File No. 001-01430, 1998 Form 10-K Report, EXHIBIT 3.1)
4.2 Form of Common Stock Certificate.
*4.3 By-Laws, as amended to the date hereof. (File No. 001-01430, 1998 Form 10-
K Report, EXHIBIT 3.2)
*4.4 Rights Agreement dated as of March 8, 1999, between Reynolds Metals
Company and ChaseMellon Shareholder Services, L.L.C. (File No. 001-01430,
Form 8-K Report dated March 8, 1999, pertaining to preferred stock
purchase rights, Exhibit 4.1)
4.5 Reynolds Metals Company 1999 Nonqualified Stock Option Plan
23 Consent of Ernst & Young LLP
*24 Powers of Attorney. (File No. 001-01430, 1998 Form 10-K Report, Exhibit
24)
_____________
* Incorporated by reference.
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ITEM 9. 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. 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 change in volume and price represent no more than 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 the registration statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if 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 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) 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 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 provisions referred to in Item 6 above, 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.
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SIGNATURES
THE REGISTRANT. 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 County of Henrico, Commonwealth of Virginia,
on this 24th day of May, 1999.
REYNOLDS METALS COMPANY
By /s/ Jeremiah J. Sheehan
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Jeremiah J. Sheehan, Chairman of
the Board and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1933, this
registration statement has been signed below by the following persons in the
capacities indicated, on May 24, 1999.
By /s/ William E. Leahey, Jr. By /s/ Jeremiah J. Sheehan
-------------------------------- -----------------------------
William E. Leahey, Jr., Jeremiah J. Sheehan, Director,
Executive Vice President and Chairman of the Board and Chief
Chief Financial Officer Executive Officer
(Principal Financial Officer) (Principal Executive Officer)
By *Patricia C. Barron By *John R. Hall
-------------------------------- -----------------------------
Patricia C. Barron, Director John R. Hall, Director
By *Robert L. Hintz By *William H. Joyce
-------------------------------- -----------------------------
Robert L. Hintz, Director William H. Joyce, Director
By *Mylle Bell Mangum By *D. Larry Moore
-------------------------------- -----------------------------
Mylle Bell Mangum, Director D. Larry Moore, Director
By /s/ Randolph N. Reynolds By *James M. Ringler
-------------------------------- -----------------------------
Randolph N. Reynolds, Director James M. Ringler, Director
By *Samuel C. Scott, III By *Joe B. Wyatt
-------------------------------- -----------------------------
Samuel C. Scott, III, Director Joe B. Wyatt, Director
*By: /s/ Brenda A. Hart By /s/ Allen M. Earhart
-------------------------------- -----------------------------
Brenda A. Hart, Attorney-in-Fact Allen M. Earehart,
Senior Vice President and
Controller
(Principal Accounting Officer)
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EXHIBIT INDEX
(Attached herewith are Exhibits 4.2, 4.5 and 23)
EXHIBIT NO. DESCRIPTION OF EXHIBIT
*4.1 Restated Certificate of Incorporation, as amended to the date hereof.
(File No. 001-01430, 1998 Form 10-K Report, EXHIBIT 3.1)
4.2 Form of Common Stock Certificate.
*4.3 By-Laws, as amended to the date hereof. (File No. 001-01430, 1998
Form 10-K Report, EXHIBIT 3.2)
*4.4 Rights Agreement dated as of March 8, 1999, between Reynolds Metals
Company and ChaseMellon Shareholder Services, L.L.C. (File No. 001-
01430, Form 8-K Report dated March 8, 1999, pertaining to preferred
stock purchase rights, Exhibit 4.1)
4.5 Reynolds Metals Company 1999 Nonqualified Stock Option Plan
23 Consent of Ernst & Young LLP
*24 Powers of Attorney. (File No. 001-01430, 1998 Form 10-K Report,
Exhibit 24)
____________
* Incorporated by reference.
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