As filed with the Securities and Exchange Commission on
February 13, 1995.
- -----------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
__________
INTERMET CORPORATION
--------------------------------------------------
(Exact Name of Issuer as Specified in its Charter)
Georgia 58-1563873
_______________________________ _____________________
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
Suite 1600, 2859 Paces Ferry Road, Atlanta, Georgia 30339
---------------------------------------------------------
(Address of principal executive offices) (Zip Code)
John Doddridge
Chairman and Chief Executive Officer
INTERMET CORPORATION
Suite 1600
2859 Paces Ferry Road
Atlanta, Georgia 30339
(404) 431-6000
- -------------------------------------------------------------
(Name, Address and Telephone Number, including Area Code, of
Agent for Service)
- -----------------------------------------------------------------------------------------------------------
Proposed
Title of Securities Amount to Maximum Aggregate Amount of
To Be Registered Be Registered Offering Price Registration Fee
- ------------------- ------------- ------------------ ---------------
Common Stock, $0.10 50,000 shares $343,750 <F1> $118.53
par value
- -----------------------------------------------------------------------------------------------------------
<FN>
<F1> Determined in accordance with Rule 457(c) under the Securities Act of 1933, based on $6.875, the
average of the high and low sale prices quoted on The Nasdaq Stock Market on February 8, 1995.
</FN>
/TABLE
PROSPECTUS
===============================================================
INTERMET CORPORATION
__________
50,000 SHARES OF COMMON STOCK
_________
This Prospectus relates to the offer from time to time of 50,000
shares (the "Shares") of Common Stock, $0.10 par value per share (the
"Common Stock"), of INTERMET CORPORATION (the "Company") by a
shareholder of the Company (the "Selling Shareholder"). The company
will not receive any of the proceeds of the sale of the Shares offered
hereby. For information respecting the Selling Shareholder and the
plan of distribution of the Shares, see "Selling Shareholder" and
"Plan of Distribution" herein.
______
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
__________
===============================================================
The date of this Prospectus is February 13, 1995.
AVAILABLE INFORMATION
----------------------
The Company is subject to certain informational reporting
requirements of the Securities Exchange Act of 1934 (the "Exchange
Act") and in accordance therewith files reports, proxy statements and
other information with the Securities and Exchange Commission (the
"Commission"). Such periodic reports, proxy statements and other
information filed by the Company with the Commission can be inspected
and copied at the public reference facilities maintained by the
Commission's regional offices in New York (75 Park Place, New York,
New York) and Chicago (500 W. Madison, Suite 1400, Chicago, Illinois)
and copies of such material can be obtained from the public reference
section of the Commission, 450 Fifth Street, Washington, D.C. 20549.
The Company hereby undertakes to provide without charge to each
person, including a beneficial owner, to whom a Prospectus is
delivered, upon the written or oral request of such person, a copy of
any and all of the documents that are incorporated by reference in
this Prospectus (other than exhibits to such documents, unless such
exhibits are specifically incorporated by reference into the documents
that this Prospectus incorporates) and any documents required to be
delivered pursuant to Rule 428 promulgated under the Securities Act
of 1933. Written or oral requests for such copies should be directed
to: James W. Rydel, Intermet Corporation, 2859 Paces Ferry Road,
Suite 1600, Atlanta, Georgia 30339, telephone number (404) 431-6000.
TABLE OF CONTENTS
------------------
Page
----
Available Information ..................................1
Table of Contents.......................................1
Incorporation of Certain Documents by Reference.........2
The Company.............................................2
Selling Shareholder.....................................3
Plan of Distribution....................................4
Securities to be Offered................................4
Experts.................................................4
Legal Matters...........................................4
-1-
No person has been authorized to give any information or to make
any representation other than those contained in this Prospectus, and,
if given or made, such information must not be relied upon as having
been authorized by the Company. This Prospectus does not constitute
an offer to sell, or a solicitation of an offer to buy, the securities
covered by this Prospectus in any State to any person to whom it is
unlawful to make such offer or solicitation in such State. Neither
the delivery of the Prospectus nor any sale hereunder shall, under any
circumstances, create an implication that there has been no change in
the facts herein set forth since the date hereof.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
-----------------------------------------------
The following documents filed by the Company with the Commission
are incorporated in and made a part of this Prospectus by reference:
(a) The Company's Annual Report on Form 10-K for the year
ended December 31, 1993 filed pursuant to Section 13 of the
Exchange Act;
(b) All reports filed by the Company pursuant to Section
13(a) or 15(d) of the Exchange Act since the end of the year
covered by the Company's 1993 Annual Report on Form 10-K;
(c) The description of Common Stock contained in the
Company's Registration Statement filed under Section 12 of the
Exchange Act, including all amendments or reports filed for the
purpose of updating such descriptions; and
(d) All other 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 by this Prospectus have
been sold or which deregisters all such securities that remain
unsold.
THE COMPANY
------------
Intermet Corporation is organized under the laws of the State of
Georgia. The principal executive offices of the Company are located
at 2859 Paces Ferry Road, Suite 1600, Atlanta, Georgia 30339, and the
Company's telephone number is (404) 431-6000.
-2-
SELLING SHAREHOLDER
-------------------
The Shares covered by this Prospectus are being offered from time
to time for the account of John Doddridge, Chairman and Chief
Executive Officer ("CEO") and a shareholder of the Company (the
Selling Shareholder"). The Shares were acquired by the Selling
Shareholder upon his employment as CEO by the Company in December
1994.
30,000 of the Shares are subject to forfeiture unless the Selling
Shareholder remains employed by the Company through certain dates, as
described below, except in certain circumstances. Such restricted
shares are covered by this Prospectus but will not be offered by the
Selling Shareholder until the restrictions are removed.
The name, address and position with the Company of the Selling
Shareholder, the number of shares of Common Stock beneficially owned
by him as of February 7, 1995, the number of shares owned by the
Selling Shareholder covered by this Prospectus, and the number of
remaining shares of Common Stock owned by him are as set forth in the
table below. The Selling Shareholder has sole voting and investment
power with respect to all shares of Common Stock shown as beneficially
owned by him except as noted below.
Shares
Shares Covered
Beneficially by this Remaining
Selling Shareholder Position with Company Owned Prospectus Shares
- ------------------- --------------------- ------------ ---------- ----------
John Doddridge Chairman and Chief Executive
Officer 150,000 <F1> 50,000 <F2> 100,000
___________________________
<FN>
<F1> 100,000 shares of Common Stock are beneficially owned pursuant to presently exercisable options. 30,000 shares of
Common Stock are subject to forfeiture through the dates described in Footnote (2) below. Until a share becomes
nonforfeitable, it cannot be sold by the Selling Shareholder.
<F2> Up to 30,000 shares become nonforfeitable by the Selling Shareholder if he remains continuously employed by the
Company through certain dates, as set forth in the following schedule:
If the Selling Shareholder Number of
Remains Employed by the Company Nonforfeitable Shares
-------------------------------- ----------------------
Through December 1, 1995 10,000
Through December 1, 1996 20,000
Through December 1, 1997 30,000
All 30,000 shares become immediately nonforfeitable by the Selling Shareholder in the event of a change in
control of the Company (as defined in a certain agreement). If the Selling Shareholder's employment is terminated
under certain circumstances (as defined in the agreement), all 30,000 shares become nonforfeitable, and if terminated
in other circumstances, the Selling Shareholder forfeits those shares that are not vested at the date of termination.
</FN>
-3-
PLAN OF DISTRIBUTION
---------------------
The Selling Shareholder and his pledgees and donees may sell the
Shares described above from time to time as market conditions permit
in The Nasdaq Stock Market, or otherwise, at prices and on terms then
prevailing or in negotiated transactions. The Shares may be sold by
one or more of the following methods, without limitation:
(a) a block trade in which a broker or dealer so engaged will
attempt to sell the shares as agent, but may position and resell a
portion of the block as principal to facilitate the transaction;
(b) purchases by a broker or a dealer (including a market maker)
as principal and resale by such broker or dealer for its account
pursuant to this Prospectus;
(c) ordinary brokerage transactions and transactions in which the
broker solicits purchasers; and
(d) face to face transactions between sellers and purchasers
without a broker-dealer.
In effecting sales, brokers or dealers engaged by the Selling
Shareholder may arrange for other brokers or dealers to participate.
Such brokers or dealers may receive commissions or discounts from the
Selling Shareholder in amounts to be negotiated. Such brokers and
dealers and any other participating brokers or dealers may be deemed
to be "underwriters" within the meaning of the Securities Act of 1933,
as amended, in connection with such sales.
SECURITIES TO BE OFFERED
------------------------
The Shares offered hereby are shares of Common Stock, $.10 par
value per share, of the Company. The Company's Common Stock is quoted
on The Nasdaq Stock Market under the symbol "INMT."
EXPERTS
-------
The consolidated financial statements of Intermet Corporation
incorporated by reference in Intermet Corporation's annual report
(Form 10-K) for the year ended December 31, 1993 have been audited by
Ernst & Young LLP, independent auditors, as set forth in their report
thereon included therein and incorporated herein by reference. Such
financial statements are, and audited financial statements to be
included in subsequently filed documents will be, incorporated herein
in reliance upon the report of Ernst & Young LLP pertaining to such
financial statements (to the extent covered by consents filed with the
Securities and Exchange Commission) given upon the authority of such
firm as experts in accounting and auditing.
LEGAL MATTERS
-------------
The opinion of Kilpatrick & Cody, Atlanta, Georgia, addressing
certain legal matters, is included as an exhibit to the Registration
Statement on Form S-8 filed with the Commission with respect to the
securities offered pursuant to this Prospectus. As of February 7,
1995, attorneys of Kilpatrick & Cody who worked on this matter
beneficially owned 8,623 shares of the Company's Common Stock.
-4-
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are incorporated by reference into this
Registration Statement on Form S-8, and shall be deemed to be
incorporated by reference in the Registration Statement and to be a
part thereof from the date of filing of such documents:
(a) The Registrant's Annual Report on Form 10-K for the year
ended December 31, 1993;
(b) All other reports of the Registrant filed pursuant to
Section 13(a) or 15(d) of the Exchange Act since the end of
the fiscal year covered by the Form 10-K for the year ended
December 31, 1993;
(c) The description of Common Stock contained in the Company's
Registration Statement filed under Section 12 of the
Exchange Act, including all amendments or reports filed for
the purpose of updating such descriptions; and
(d) All other documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act prior to filing of a post-effective amendment
which indicates that all securities offered pursuant to this
Registration Statement have been sold or which deregisters
all such securities that remain unsold.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Attorneys of Kilpatrick & Cody who worked on this matter
beneficially own 8,623 shares of Registrant Common Stock as of
February 7, 1995.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
As permitted under Georgia law, the Registrant's Amended and
Restated Articles of Incorporation provide that a director shall not
be personally liable to the Registrant or its shareholders for
monetary damages for breach of duty or care or any other duty owed to
the Registrant as a director, except that such provision shall not
eliminate or limit the liability of a director (a) for any
appropriation, in violation of his duties, or any business opportunity
of the Registrant, (b) for acts or omissions which involve intentional
misconduct or a knowing violation of law, (c) for unlawful corporate
distributions or (d) for any transaction from which the director
received an improper benefit.
Articles VII of the Bylaws of the Registrant authorize
indemnification of the Registrant's officers and directors for any
liability and expense incurred by them, in connection with or
resulting from any threatened, pending or completed legal action or
other proceeding or investigation by reason of his being or having
been an officer or director. An officer or director may only be
indemnified if he acted in good faith and in a manner he reasonably
believed to be in, or not opposed to, the best interests of the
Registrant, and, with respect to a criminal matter, he did not have
reasonable cause to believe that his conduct was unlawful. No officer
or director who has been adjudged liable for negligence or misconduct
in the performance of his corporate duties is entitled to
indemnification, unless and except to the extent that the court
reaching such a determination of liability, in view of all the
-5-
relevant circumstances, shall also determine that despite such
liability such person is fairly and reasonably entitled to
indemnification.
Any officer or director who has been wholly successful on the
merits or otherwise in an action or proceeding in his official
capacity is entitled to indemnification by the Registrant as of right.
All other determinations in respect of indemnification shall be made
by either: (i) a majority vote of a quorum of disinterested
directors; (ii) independent legal counsel selected in accordance with
the Bylaws and at the request of the Board; or (iii) the holders of a
majority of the Registrant's stock who at such time are entitled to
vote for the election of directors.
In the event any payments are made to an officer or director by
way of indemnity, other than by court order, action of the
shareholders or by an insurance carrier, the Registrant must notify
its shareholders of such payment and all relevant details in a timely
manner and in no event later than 15 months after the date of such
payment.
The provisions of the Registrant's Bylaws on indemnification are
consistent in all material respects with the laws of the State of
Georgia, which authorize indemnification of corporate officers and
directors.
The Registrant's directors and officers are insured against
losses arising from any claim against them as such for wrongful acts
or omissions, subject to certain limitations.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
The 50,000 shares of common stock subject to the reoffer
prospectus filed with this Registration Statement were issued by the
Registrant in a transaction exempt from registration under the
Securities Act of 1933 pursuant to Section 4(2) of such Act.
ITEM 8. EXHIBITS
The exhibits included as part of this Registration Statement are
as follow:
Exhibit Number Description
- -------------- -----------
5 Opinion of Kilpatrick & Cody
as to the legality of the
securities being registered
23 Consent of Ernst & Young LLP
25 Power of Attorney (included on
signature page of Registration
Statement)
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 registration
statement to include any material information with respect to its
plan of its distribution not previously disclosed in the
-6-
registration statement or any material change in 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 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
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.
-7-
SIGNATURES
----------
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 it behalf by
the undersigned, thereunto duly authorized, in the City of Atlanta,
State of Georgia, on February 9, 1995.
INTERMET CORPORATION
By: /s/ John Doddridge
-----------------------------------
John Doddridge, Chairman and Chief
Executive Officer
POWER OF ATTORNEY AND SIGNATURES
Know all men by these presents, that each person whose signature
appears below constitutes and appoints John Doddridge and John D.
Ernst, or either of them, as attorney-in-fact, either with power of
substitution, for him in any and all capacities, to sign any
amendments to this Form S-8, and to file the same, with exhibits
thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming
all that each of said attorneys-in-fact, or his substitute or
substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of
1934, this Report has been signed below as of February 9, 1995 by the
following persons on behalf of the Registrant in the capacities
indicated.
Signature Capacity
/s/ John Doddridge Chairman of the Board of
- ---------------------------- Directors and Chief
John Doddridge Executive Officer
(Principal Executive
Officer)
/s/ Vernon R. Alden Director
- ----------------------------
Vernon R. Alden
/s/ J. Frank Broyles Director
- ----------------------------
J. Frank Broyles
Director
- ----------------------------
John P. Crecine
/s/ Anton Dorfmueller, Jr. Director
- ----------------------------
Anton Dorfmueller, Jr.
/s/ John B. Ellis Director
- ----------------------------
John B. Ellis
/s/ Wilfred E. Gross, Jr Director
- ----------------------------
Wilfred E. Gross, Jr.
/s/ A. Wayne Hardy Director
- ----------------------------
A. Wayne Hardy
/s/ George W. Mathews, Jr. Director
- ----------------------------
George W. Mathews, Jr.
/s/ Harold C. McKenzie, Jr. Director
- ----------------------------
Harold C. McKenzie, Jr.
/s/ J. Mason Reynolds Director
- ----------------------------
J. Mason Reynolds
/s / Curtis W. Tarr Director
- ----------------------------
Curtis W. Tarr
/s/ John D. Ernst Vice President - Finance,
- ----------------------------- Chief Financial Officer
John D. Ernst (Principal Financial
Officer)
/s/ Peter C. Bouxsein Controller (Principal
- ----------------------------- Accounting Officer)
Peter C. Bouxsein
EXHIBIT INDEX
Exhibit Number Description
- -------------- -----------
5 Opinion of Kilpatrick & Cody
as to the legality of the
securities being registered
23 Consent of Ernst & Young LLP