As filed with the Securities and Exchange Commission on February 14, 1997
Registration No. 333-______
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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SCHNITZER STEEL INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
OREGON 93-0341923
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
3200 NW Yeon Ave., PO Box 10047
Portland, Oregon 97210
(Address of Principal (Zip Code)
Executive Offices)
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Schnitzer Steel Industries, Inc. 1993 Stock Incentive Plan
(Full title of plan)
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Barry A. Rosen
Vice President-Finance and Treasurer
Schnitzer Steel Industries, Inc.
3200 NW Yeon Ave., PO Box 10047
Portland, OR 97210
(Name and address of agent for service)
Telephone number, including area code, of agent for service: (503) 224-9900
Copy to:
Stuart W. Chestler
Stoel Rives LLP
900 SW Fifth Avenue, Suite 2300
Portland, Oregon 97204-1268
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Maximum Maximum Amount
Amount Offering Aggregate of Regis-
Title of Securities to Be Price Per Offering tration
to Be Registered Registered Share Price Fee
- --------------------- -------------- --------- ----------- ---------
Class A Common Stock, 825,000 Shares $27.875 $22,996,875 $6,969
$1.00 par value
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(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) under the Securities Act of 1933. The
calculation of the registration fee is based on $27.875, which was
the average of the high and low prices of the Class A Common Stock on
February 11, 1997 as reported in The Wall Street Journal for NASDAQ
National Market Issues.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents By Reference.
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The following documents filed by Schnitzer Steel Industries, Inc. (the
"Company") with the Securities and Exchange Commission are incorporated herein
by reference:
(a) The Company's latest annual report filed pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 or the latest prospectus filed
pursuant to rule 424(b) under the Securities Act of 1933 that contains audited
financial statements for the Company's latest fiscal year for which such
statements have been filed.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 since the end of the fiscal year covered by the
annual report or prospectus referred to in (a) above.
(c) The description of the authorized capital stock of the Company
contained in the Company's registration statement filed under Section 12 of the
Securities Exchange Act of 1934, including any amendment or report filed for the
purpose of updating the description.
All reports and other documents subsequently filed by the Company pursuant
to Sections 13(a) and (c), 14 and 15(d) of the Securities Exchange Act of 1934,
as amended, prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold or which deregisters all
securities remaining unsold, shall be deemed to be incorporated by reference
herein and to be a part hereof from the date of the filing of such reports and
documents.
Item 4. Description of Securities.
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Not Applicable.
Item 5. Interests of Named Experts and Counsel.
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Not Applicable.
Item 6. Indemnification of Directors and Officers.
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Article V (the "Article") of the 1993 Restated Articles of Incorporation of
the Company requires the Company to indemnify directors and officers to the
fullest extent not prohibited by law. The right to and amount of indemnification
will be ultimately subject to determination by a court that indemnification in
the circumstances presented is consistent with public policy and other
provisions of law. It is likely, however, that the Article would require
indemnification at
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least to the extent that indemnification is authorized by the Oregon Business
Corporation Act (the "Act"). The effect of the Act is summarized as follows:
(a) The Act permits a corporation to grant a right of indemnification in
respect of any pending, threatened or completed action, suit or proceeding
("proceeding"), other than an action by or in the right of the corporation,
against expenses (including attorneys' fees), judgments, penalties, fines and
amounts paid in settlement actually and reasonably incurred, provided the person
concerned acted in good faith and in a manner the person reasonably believed to
be in or at least not opposed to the best interests of the corporation and, with
respect to any criminal action or proceeding, had no reasonable cause to believe
his or her conduct was unlawful. Indemnification is not permitted in connection
with a proceeding in which a person is adjudged liable on the basis that
personal benefit was improperly received unless indemnification is permitted by
a court upon a finding that the person is fairly and reasonably entitled to
indemnification in view of all of the relevant circumstances. The termination of
a proceeding by judgment, order, settlement, conviction or upon a plea of nolo
contendere or its equivalent is not, of itself, determinative that the person
did not meet the prescribed standard of conduct.
(b) The Act permits a corporation to grant a right of indemnification in
respect of any proceeding by or in the right of the corporation against the
reasonable expenses (including attorneys' fees) incurred if the person concerned
acted in good faith and in a manner the person reasonably believed to be in or
at least not opposed to the best interests of the corporation, except that no
indemnification may be granted if such person is adjudged to be liable to the
corporation unless permitted by a court.
(c) The corporation may not indemnify a person in respect of a proceeding
described in (a) or (b) above unless it is determined in the specific case that
indemnification is permissible because the person has met the prescribed
standard of conduct by any one of the following: (i) the Board of Directors, by
a majority vote of a quorum consisting of directors not at the time parties to
the proceeding, (ii) if a quorum of directors not party to the proceeding cannot
be obtained, by a majority vote of a committee of two or more directors not at
the time parties to the proceeding, (iii) by special legal counsel selected by
the Board of Directors or such committee thereof, as described in (i) and (ii)
above, or (iv) by the shareholders. Indemnification can also be ordered by a
court if the court determines that indemnification is fair in view of all of the
relevant circumstances. Notwithstanding the foregoing, every person who has been
wholly successful, on the merits or otherwise, in defense of a proceeding
described in (a) or (b) above is entitled to be indemnified as a matter of right
against reasonable expenses incurred in connection with the proceeding.
(d) The corporation may pay for or reimburse the reasonable expenses
incurred in defending a proceeding in advance of the final disposition thereof
if the director or officer receiving the advance furnishes (i) a written
affirmation of his or her good faith belief that he or she has met the
prescribed standard of conduct, and (ii) a written undertaking to repay the
advance in the event indemnification is not authorized.
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The rights of indemnification described above are not exclusive of any
other rights of indemnification to which officers or directors may be entitled
under any statute, agreement, vote of shareholders, action of directors, or
otherwise.
The Company has directors' and officers' liability insurance coverage which
insures directors and officers of the Company and its subsidiaries against
certain liabilities.
Item 7. Exemption From Registration Claimed.
-----------------------------------
Not Applicable.
Item 8. Exhibits.
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4A. 1993 Restated Articles of Incorporation of the Company. Incorporated by
reference to Exhibit 3.1 to the Company's Registration Statement on
Form S-1, Registration No. 33-69352.
4B. Restated Bylaws of the Company. Incorporated by reference to Exhibit
3.2 to the Company's Annual Report on Form 10-K for the year ended
August 31, 1995.
5.1 Opinion of Stoel Rives LLP.
23.1 Consent of Price Waterhouse LLP.
23.2 Consent of Coopers & Lybrand L.L.P.
23.3 Consents of La Guardia & Petrella L.L.C.
24.1 Powers of Attorney.
Item 9. Undertakings.
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The undersigned registrant hereby undertakes:
(a) (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;
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(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
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.
(b) The Company 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 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.
(c) 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 Company
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
Pursuant to the requirements of the Securities Act of 1933, the
Company 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 Portland, State of Oregon on
February 14, 1997.
SCHNITZER STEEL INDUSTRIES, INC.
By /s/ BARRY A. ROSEN
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Barry A. Rosen, Vice President -
Finance and Treasurer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on February 14, 1997.
Signature Title
- --------- -----
Principal Executive Officer:
*LEONARD SCHNITZER Chairman of the Board, Chief
- ---------------------------------- Executive Officer and Director
Leonard Schnitzer
Principal Financial Officer:
/s/ BARRY A. ROSEN Vice President-Finance and
- ---------------------------------- Treasurer
Barry A. Rosen
Principal Accounting Officer:
*JAMES W. CRUCKSHANK Controller and Assistant
- ---------------------------------- Treasurer
James W. Cruckshank
Directors:
*CAROL S. LEWIS Director
- ----------------------------------
Carol S. Lewis
*KENNETH M. NOVACK Director
- ----------------------------------
Kenneth M. Novack
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*ROBERT W. PHILIP Director
- ----------------------------------
Robert W. Philip
*JEAN S. REYNOLDS Director
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Jean S. Reynolds
*DORI SCHNITZER Director
- ----------------------------------
Dori Schnitzer
*GARY SCHNITZER Director
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Gary Schnitzer
*MANUEL SCHNITZER Director
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Manuel Schnitzer
*ROBERT S. BALL Director
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Robert S. Ball
*WILLIAM A. FURMAN Director
- ----------------------------------
William A. Furman
*RALPH R. SHAW Director
- ----------------------------------
Ralph R. Shaw
*By /s/ BARRY A. ROSEN
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Barry A. Rosen, Attorney-in-fact
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EXHIBIT INDEX
Exhibit
Number Document Description
- ------ --------------------
4.1 1993 Restated Articles of Incorporation of the Company. Incorporated
by reference to Exhibit 3.1 to the Company's Registration Statement
on Form S-1, Registration No. 33-69352.
4.2 Restated Bylaws of the Company. Incorporated by reference to Exhibit
3.2 to the Company's Annual Report on Form 10-K for the year ended
August 31, 1995.
5.1 Opinion of Stoel Rives LLP.
23.1 Consent of Price Waterhouse LLP.
23.2 Consent of Coopers & Lybrand L.L.P.
23.3 Consents of La Guardia & Petrella L.L.C.
24.1 Powers of Attorney.