As filed with the Securities and Exchange Commission on July 10, 1997.
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
__________
Freeport-McMoRan Inc.
(Exact name of registrant as specified in its charter)
Delaware 13-3051048
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1615 Poydras Street
New Orleans, Louisiana 70112
(Address, including zip code, of registrant's
principal executive offices)
Freeport-McMoRan Inc. 1996 Stock Option Plan
(Full title of the plan)
__________
Roger T. Baker
Vice President and General Counsel
Freeport-McMoRan Inc.
1615 Poydras Street
New Orleans, Louisiana 70112
(504) 582-4000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
Margaret F. Murphy
Jones, Walker, Waechter, Poitevent, Carrere & Denegre, L.L.P.
201 St. Charles Avenue
New Orleans, Louisiana 70170-5100
CALCULATION OF REGISTRATION FEE
Proposed maximum Proposed maximum Amount of
Title of Amount to be offering price aggregate registration
securities to be registered(1) per unit offering price fee
registered
___________________ __________________ ____________________ ___________________ ______________
Common Stock (par
value $.01 per share) 649,002 Shares $34.81250(2) $22,593,382.13(2) $ 6,846.48(2)
Common Stock (par
value $.01 per share) 650,998 Shares $28.03125(3) $18,248,287.69(3) $ 5,529.79(3)
Total Common Stock 1,300,000 Shares $40,841,669.82 $ 12,376.27
(1) Upon a stock split, stock dividend or similar transaction in the future
and during the effectiveness of this Registration Statement involving
Common Stock of the Company, the number of shares registered shall be
automatically increased to cover the additional shares in accordance
with Rule 416(a) under the Securities Act of 1933.
(2) Computed in accordance with Rule 457(h)(1) under the Securities Act of
1933, based on the price at which such options may be exercised.
(3) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933, based on the
average of the high and low price per share of the Common Stock on the
Composite Tape for New York Stock Exchange - Listed Stocks on July 8,
1997.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which have been filed by
Freeport-McMoRan Inc. (the "Company") with the Securities and
Exchange Commission (the "SEC"), are incorporated herein by
reference:
(1) The Company's Annual Report on Form 10-K for the year
ended December 31, 1996 filed pursuant to Section 13 of the
Securities Exchange Act of 1934 (the "Exchange Act");
(2) The Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1997 filed pursuant to Section 13 of
the Exchange Act;
(3) All other reports filed by the Company pursuant to
Section 13 of the Exchange Act since December 31, 1996; and
(4) The description of the Company's Common Stock
contained in the Company's Registration Statement on Form 8-B
dated March 23, 1981, filed under the Exchange Act, including
any amendment thereto or report filed for the purpose of
updating such description.
All documents filed by the Company with the SEC pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act
subsequent to the date of this Registration Statement and prior
to the filing of a post-effective amendment that indicates that
all securities offered have been sold or that deregisters all
securities then remaining unsold shall, except to the extent
otherwise provided by Regulation S-K or any other rule
promulgated by the SEC, be deemed to be incorporated by
reference in this Registration Statement and to be part hereof
from the date of filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of Delaware
empowers the Company to indemnify, subject to the standards
therein prescribed, any person in connection with any action,
suit or proceeding brought or threatened 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 as such with respect
to another corporation or other entity at the request of the
Company. Article XXIV of the Company's By-Laws and Article
ELEVENTH of the Company's Certificate of Incorporation provide
that each person who was or is made a party to (or is
threatened to be made a party to) or is otherwise involved in
any action, suit or proceeding by reason of the fact that such
person is or was a director, officer, employee or agent of the
Company shall be indemnified and held harmless by the Company
to the fullest extent authorized by the General Corporation Law
of Delaware against all expenses, liability and loss (including
without limitation attorney's fees, judgments, fines and
amounts paid in settlement) reasonably incurred by such person
in connection therewith. The rights conferred by Article XXIV
and Article ELEVENTH, as the case may be, are contractual
rights and include the right to be paid by the Company the
expenses incurred in defending such action, suit or proceeding
in advance of the final disposition thereof.
Article ELEVENTH of the Company's Certificate of
Incorporation provides that the Company's directors will not be
personally liable to the Company or its stockholders for
monetary damages resulting from breaches of their fiduciary
duty as directors except (a) for any breach of the duty of
loyalty to the Company or its stockholders, (b) for acts or
omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (c) under Section 174
of the General Corporation Law of Delaware, which makes
directors liable for unlawful dividends or unlawful stock
repurchases or redemptions, or (d) for transactions from which
directors derive improper personal benefit.
The Company has purchased from Reliance Insurance Company,
Executive Risk Indemnity Inc. and another insurer directors and
officers liability policies with a combined triennial aggregate
limit of $100,000,000 to insure certain liabilities of its
directors and officers.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
5 Opinion of Jones, Walker, Waechter, Poitevent,
Carrere & Denegre, L.L.P.
15 Letter from Arthur Andersen LLP concerning unaudited
interim financial information.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Jones, Walker, Waechter, Poitevent,
Carrere & Denegre, L.L.P. (included in Exhibit 5).
24 Powers of Attorney pursuant to which this
Registration Statement has been signed on behalf of
certain officers and directors of the Company.
Item 9. Undertakings.
(a) 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 regis-
tration statement to include any material information with re-
spect 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 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 undersigned registrant 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 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to 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 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
proceedings) 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 of
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.
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 City of New Orleans, State of
Louisiana, on July 10, 1997.
Freeport-McMoRan Inc.
By: /s/ Richard C. Adkerson
__________________________
Richard C. Adkerson
Vice Chairman of the Board
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
* Director and Chairman of the Board July 10, 1997
___________________
James R. Moffett
/s/ Richard C. Adkerson Director and Vice Chairman of July 10, 1997
the Board
___________________
Richard C. Adkerson
* Director, President and July 10, 1997
____________________ Chief Executive
Rene L. Latiolais Officer (Principal Executive Officer)
* Senior Vice President and July 10, 1997
____________________ Chief Financial Officer
(Principal Financial Officer)
Robert M. Wohleber
* Controller-Financial Reporting July 10, 1997
____________________ (Principal Accounting Officer)
William J. Blackwell
* Director July 10, 1997
____________________
Robert W. Bruce III
* Director July 10, 1997
____________________
Robert A. Day
* Director July 10, 1997
____________________
William B. Harrison, Jr.
* Director July 10, 1997
____________________
Henry A. Kissinger
* Director July 10, 1997
____________________
Bobby L. Lackey
* Director July 10, 1997
____________________
Gabrielle K. McDonald
* Director July 10, 1997
____________________
George Putnam
* Director July 10, 1997
____________________
B.M. Rankin, Jr.
* Director July 10, 1997
____________________
J. Taylor Wharton
*By: /s/ Richard C. Adkerson
_______________________
Richard C. Adkerson
Attorney-in-Fact
EXHIBIT INDEX
Sequentially
Exhibit Numbered
Number Description of Exhibits Page
_______ ___________________________ ____________
5 Opinion of Jones, Walker, Waechter,
Poitevent, Carrere & Denegre, L.L.P.
15 Letter from Arthur Andersen LLP concerning
unaudited interim financial information.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Jones, Walker, Waechter,
Poitevent, Carrere & Denegre, L.L.P.
(included in Exhibit 5).
24 Powers of Attorney pursuant to which this
Registration Statement has been signed on
behalf of certain officers and directors of
the Company.