Registration No. 333-_______
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------
ALLEGHENY TECHNOLOGIES INCORPORATED
(Exact name of registrant as specified in its charter)
DELAWARE 25-1792394
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1000 SIX PPG PLACE
PITTSBURGH, PENNSYLVANIA 15222-5479
(Address of principal executive offices) (Zip Code)
TDY INDUSTRIES, INC. PROFIT SHARING PLAN FOR
CERTAIN EMPLOYEES OF METALWORKING PRODUCTS
(Full title of the plan)
JON D. WALTON
ALLEGHENY TECHNOLOGIES INCORPORATED
SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
1000 SIX PPG PLACE
PITTSBURGH, PA 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
======================================================================================================
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
- ------------------------------------------------------------------------------------------------------
Common Stock, par value $100,000(1) $19.28(2) $1,928,000 $482
$.10 per share
======================================================================================================
(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 TDY
Industries, Inc. Profit Sharing Plan for Certain Employees of Metalworking
Products.
(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 May 16, 2001.
- -----------------------------------------------------------------------------------------------------
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 period ended December 31, 2000 (File No. 001-12001); and (ii) 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 TDY Industries, Inc. Profit Sharing Plan for Certain
Employees of Metalworking Products.
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).
II-1
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
4.1 Certificate of Incorporation of Allegheny Technologies
Incorporated, as amended (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 Report on Form 10-K for the year
ended December 31, 1998 (File No. 1-12001)).
II-2
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.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Scott E. Westwood, Esq., Counsel - Corporate
and General Business and Assistant Secretary of the
Registrant (included in the Opinion filed as Exhibits
5.1).
24.1 Power of Attorney (set forth on the signature page of
this Registration Statement).
The undersigned Registrant hereby undertakes to submit the TDY
Industries, Inc. Profit Sharing Plan for Certain Employees of
Metalworking Products and any amendment thereto to the Internal
Revenue Service in a timely manner and to make all changes required by
the Internal Revenue Service to qualify such Plan.
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
II-3
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.
II-4
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
17th day of May, 2001.
ALLEGNENY TECHNOLOGIES INCORPORATED
By: /s/ Robert P. Bozzone
-------------------------------------
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/ Robert P. Bozzone Chairman of the Board, President and Chief May 17, 2001
- -------------------------------- Executive Officer (Principal Executive
Robert P. Bozzone Officer) and a Director
/s/ Richard J. Harshman Vice President - Finance and Chief May 17, 2001
- -------------------------------- Financial Officer (Principal Financial
Richard J. Harshman Officer)
/s/ Dale G. Reid Vice President - Controller and Chief May 17, 2001
- -------------------------------- Accounting Officer
Dale G. Reid
/s/ James L. Murdy Executive Vice President and a Director May 17, 2001
- --------------------------------
James L. Murdy
II-5
/s/ Paul S. Brentlinger Director May 17, 2001
- --------------------------------
Paul S. Brentlinger
/s/ Frank V. Cahouet Director May 17, 2001
- --------------------------------
Frank V. Cahouet
/s/ Diane C. Creel Director May 17, 2001
- --------------------------------
Diane C. Creel
/c/ C. Fred Fetterolf Director May 17, 2001
- --------------------------------
C. Fred Fetterolf
/s/ Ray J. Groves Director May 17, 2001
- --------------------------------
Ray J. Groves
/s/ George J. Kourpias Director May 17, 2001
- --------------------------------
George J. Kourpias
/s/ W. Craig McClelland Director May 17, 2001
- --------------------------------
W. Craig McClelland
/s/ William G. Ouchi Director May 17, 2001
- --------------------------------
William G. Ouchi
/s/ Charles J. Queenan, Jr. Director May 17, 2001
- --------------------------------
Charles J. Queenan, Jr.
/s/ James E. Rohr Director May 17, 2001
- --------------------------------
James E. Rohr
Pursuant to the requirements of the Securities Act, the Plan Administrator
of the TDY Industries, Inc. Profit Sharing Plan for Certain Employees of
Metalworking Products has 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 May 18, 2001.
ALLEGHENY TECHNOLOGIES INCORPORATED
By: /s/ R.S. Park
-----------------------------------
R. S. Park
Vice President and Treasurer
II-6