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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ALLEGHENY TECHNOLOGIES INCORPORATED
(Exact name of registrant as specified in its charter)
DELAWARE 25-1792394
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1000 SIX PPG PLACE
PITTSBURGH, PENNSYLVANIA 15222-5479
(Address of principal executive offices) (Zip Code)
ALLEGHENY RODNEY (ALSTRIP) PROFIT SHARING PLAN
(Full title of the plan)
JON D. WALTON
SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
ALLEGHENY TECHNOLOGIES INCORPORATED
1000 SIX PPG PLACE
PITTSBURGH, PENNSYLVANIA 15222-5479
(Name and address of agent for service)
(412) 394-2800
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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Title of Proposed Maximum Proposed Maximum Amount of
Securities Amount to be Offering Price Aggregate Registration
to be Registered Registered Per Share Offering Price Fee
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Common Stock, par value $200,000(1) 16.19(2) 3,238,000 $809.50
$.10 per share
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(1) Pursuant to Rule 416(c), under the Securities Act of 1933, as
amended (the "Securities Act"), this registration statement covers an
indeterminate number of interests to be offered or sold pursuant to the
Allegheny Rodney (ALstrip) Profit Sharing Plan.
(2) Estimated solely for the purpose of calculating the registration
fee pursuant to Rule 457(h). The fee is calculated on the basis of the average
of the high and low prices for the Registrant's Common Stock reported on the New
York Stock Exchange on January 29, 2001.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by the Registrant with the Securities and
Exchange Commission (the "Commission") pursuant to the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), are incorporated by reference into
this Registration Statement: (i) the Registrant's Annual Report on Form 10-K for
the year ended December 31, 1999 (File No. 1-12001); (ii) the Registrant's
Quarterly Reports on Form 10-Q for the quarterly periods ended March 30, 2000,
June 30, 2000 and September 30, 2000 (File No. 1-2001); (iii) the Registrant's
current report on Form 8-K filed on December 7, 2000 and (iv) the description of
the Registrant's Common Stock contained in the Registrant's Registration
Statement on Form 8-A filed on July 30, 1996.
All documents subsequently filed by the Registrant with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the
date of this Registration Statement, but prior to the filing of a post-effective
amendment to this Registration Statement which indicates that all securities
offered by this Registration Statement have been sold or which deregisters all
such securities then remaining unsold, shall be deemed to be incorporated by
reference into this Registration Statement. Each document incorporated by
reference into this Registration Statement shall be deemed to be a part of this
Registration Statement from the date of filing of such document with the
Commission until the information contained therein is superseded or updated by
any subsequently filed document which is incorporated by reference into this
Registration Statement or by any document which constitutes part of the
prospectus relating to the Allegheny Rodney (ALstrip) Profit Sharing Plan
meeting the requirements of Section 10(a) of the Securities Act.
ITEM 4. DESCRIPTION OF SECURITIES.
The class of securities to be offered under this Registration Statement
is registered under Section 12 of the Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 102(b)(7) of the Delaware General Corporation Law (the "DGCL")
permits a Delaware corporation, in its certificate of incorporation, to limit or
eliminate, subject to certain statutory limitations, the liability of a director
to the corporation or its stockholders for monetary damages for breaches of
fiduciary duty, except for liability (i) for any breach of the director's duty
of loyalty to the corporation or its stockholders, (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation
of law, (iii) under Section 174 of the DGCL, or (iv) for any transaction from
which the director derived an improper personal benefit. Article SEVEN of the
Registrant's Restated Certificate of Incorporation provides that no director of
the Registrant shall be personally liable to the Registrant or its stockholders
in accordance with the foregoing provisions of Section 102(b)(7).
Under Section 145 of the DGCL, a Delaware corporation has the power to
indemnify directors and officers under certain prescribed circumstances and,
subject to certain limitations, against certain costs and expenses, including
attorneys' fees, actually and reasonably incurred in connection with any action,
suit or
proceeding, whether civil, criminal, administrative or investigative, to which
any of them is a party by reason of his being a director or officer of the
corporation if it is determined that he acted in accordance with the applicable
standard of conduct set forth in such statutory provision. Article EIGHT of the
Registrant's Restated Certificate of Incorporation provides that the Registrant
will indemnify any person who was or is made a party or is threatened to be made
a party to or is otherwise involved in any action, suit or proceeding, whether
civil, criminal, administrative or investigative, by reason of the fact that he
or she is or was a director or an officer of the Registrant or is or was serving
at the request of the Registrant as a director, officer, employee or agent of
another corporation or of a partnership, joint venture, trust or other
enterprise, including service with respect to an employee benefit plan, whether
the basis of such proceeding is alleged action in an official capacity as a
director, officer, employee or agent or in any capacity while serving as a
director, officer, employee or agent, shall be indemnified and held harmless by
the Registrant to the fullest extent authorized by the DGCL.
The Registrant has purchased directors' and officers' liability
insurance covering certain liabilities which may be incurred by the officers and
directors of the Registrant in connection with the performance of their duties.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
None.
ITEM 8. EXHIBITS.
The following exhibits are filed herewith or incorporated by reference
as part of this Registration Statement:
Exhibit No. Description
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4.1 Certificate of Incorporation of Allegheny Technologies
Incorporated (incorporated by reference to Exhibit 3.1 to
the Registrant's Annual Report on Form 10-K for the year
ended December 31, 1999 (File No. 1-12001)).
4.2 Amended and Restated Bylaws of Allegheny Technologies
Incorporated (incorporated by reference to Exhibit 3.2 to
the Registrant's Annual Report on Form 10-K for the year
ended December 31, 1998 (File No. 1-12001)).
5.1 Opinion of Scott E. Westwood, Esquire, Counsel - Corporate
and General Business and Assistant Secretary of the
Registrant, regarding the legality of the shares being
registered hereunder.
5.2 Determination letter issued by Internal Revenue Service with
respect to the Allegheny Rodney (ALstrip) Profit Sharing
Plan.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Scott E. Westwood, Esquire, Counsel - Corporate
and General Business and Assistant Secretary of the
Registrant (included in the Opinion filed as Exhibit 5.1).
24.1 Power of Attorney (set forth on the signature page of this
Registration Statement).
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ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers of 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
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;
(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 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 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.
* * *
(h) 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 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
Securities 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, 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 Pittsburgh, Commonwealth of
Pennsylvania, on this 29th day of January, 2001.
ALLEGHENY TECHNOLOGIES INCORPORATED
By: /s/ R. P. Bozzone
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Robert P. Bozzone
Chairman of the Board, President and Chief
Executive Officer
We, the undersigned directors and officers of Allegheny Technologies
Incorporated, do hereby constitute and appoint Jon D. Walton and Mary W.
Snyder, or either of them, our true and lawful attorneys and agents, to do
any and all acts and things in our name and on our behalf in our capacities
as directors and officers and to execute any and all instruments for us and
in our names in the capacities indicated below, which said attorneys and
agents, or either of them, may deem necessary or advisable to enable said
corporation to comply with the Securities Act and any rules, regulations
and requirements of the Commission, in connection with this Registration
Statement, including specifically, but without limitation, power and
authority to sign for us or any of us in our names in the capacities
indicated below, any and all amendments (including post-effective
amendments) hereto and we do hereby ratify and confirm all that said
attorneys and agents, or either of them, shall do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement and the foregoing Power of Attorney have been signed by the
following persons in the capacities and on the date(s) indicated:
SIGNATURE CAPACITY DATE
--------- -------- ----
/s/ R. P. Bozzone Chairman of the Board, President and Chief January 29, 2001
---------------------------- Executive Officer (Principal Executive
Robert P. Bozzone Officer) and a Director
/s/ R. J. Harshman Vice President-Finance and Chief Financial January 29, 2001
---------------------------- Officer (Principal Financial
Richard J. Harshman Officer and Principal Accounting Officer)
/s/ D. G. Reid Vice President-Controller and Chief January 29, 2001
---------------------------- Accounting Officer
Dale G. Reid
/s/ J. L. Murdy Executive Vice President and a Director January 29, 2001
----------------------------
James L. Murdy
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SIGNATURE CAPACITY DATE
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/s/ P. S. Brentlinger Director January 29, 2001
----------------------------
Paul S. Brentlinger
/s/ F. V. Cahouet Director January 29, 2001
----------------------------
Frank V. Cahouet
/s/ D. C. Creel Director January 29, 2001
----------------------------
Diane C. Creel
/s/ C. F. Fetterolf Director January 29, 2001
----------------------------
C. Fred Fetterolf
/s/ R. J. Groves Director January 29, 2001
----------------------------
Ray J. Groves
/s/ G. J. Kourpias Director January 29, 2001
----------------------------
George J. Kourpias
/s/ W. C. McClelland Director January 29, 2001
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W. Craig McClelland
/s/ W. G. Ouchi Director January 29, 2001
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William G. Ouchi
/s/ C. J. Queenan, Jr. Director January 29, 2001
----------------------------
Charles J. Queenan, Jr.
/s/ J. E. Rohr Director January 29, 2001
----------------------------
James E. Rohr
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Pursuant to the requirements of the Securities Act, the Plan
Administrator of the Allegheny Rodney (ALstrip) Profit Sharing Plan have
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Pittsburgh,
Commonwealth of Pennsylvania, on January 29, 2001.
ALLEGHENY TECHNOLOGIES INCORPORATED
By: /s/ R. S. Park
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R. S. Park, Vice President
and Treasurer
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EXHIBIT INDEX
Exhibit No. Description
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4.1 Certificate of Incorporation of Allegheny Technologies
Incorporated (incorporated by reference to Exhibit 3.1
to the Registrant's Annual Report on Form 10-K for the
year ended December 31, 1999 (File No. 1-12001)).
4.2 Amended and Restated Bylaws of Allegheny Technologies
Incorporated (incorporated by reference to Exhibit 3.2
to the Registrant's Annual Report on Form 10-K for the
year ended December 31, 1998 (File No. 1-12001)).
5.1 Opinion of Scott E. Westwood, Esquire, Counsel -
Corporate and General Business and Assistant Secretary
of the Registrant, regarding the legality of the shares
being registered hereunder.
5.2 Determination letter issued by Internal Revenue Service
with respect to the Allegheny Rodney (ALstrip) Profit
Sharing Plan.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Scott E. Westwood, Esquire, Counsel -
Corporate and General Business and Assistant Secretary
of the Registrant (included in the Opinion filed as
Exhibit 5.1).
24.1 Power of Attorney (set forth on the signature page of
this Registration Statement).
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