As filed with the Securities and Exchange Commission on December 30, 1997
File No.333-_________________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
CITATION CORPORATION
(Exact name of issuer as specified in its charter)
DELAWARE 63-0828225
(State or Other Incorporation or (IRS Employer
Jurisdiction of Organization) Identification No.)
Citation Corporation
2 Office Park Circle, Suite 204
Birmingham, Alabama 35223
(205)871-5731
(Address, and telephone number, of issuer's principal executive offices)
CITATION CORPORATION
1994 INCENTIVE AWARD PLAN
(Full Title of Plan)
T. Morris Hackney, Chairman
2 Office Park Circle, Suite 204
Birmingham, Alabama 35223
(205)871-5731
(Name and address and telephone number, including area code,
of agent for service)
Copies to
CAROLYN L. DUNCAN, ESQ.
Ritchie & Rediker, L.L.C.
312 North 23rd Street
Birmingham, Alabama 35203
(205) 251-1288
CALCULATION OF REGISTRATION FEE
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Amount Proposed maximum Proposed maximum Amount of
Title of Securities to be offering price aggregate registration fee
to be Registered Registered per share offering price (1)
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Common Stock, par value
$.01 per share 1,000,000 $16.1875 $16,187,500 $4,905.30
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(1) Determined in accordance with Rule 457(h) under the Securities Act of 1933,
based on $16.1875, the average of the high and low sale prices quoted
on the NASDAQ National Market System on December 26, 1997.
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Total Number of Sequential Pages: 17
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Exhibit Index Appears on Sequential Page: 7
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Pursuant to General Instruction E of Form S-8, the contents of Citation
Corporation's Registration Statement on Form S-8 (No. 33-93630) are hereby
incorporated herein by reference. In addition, the following information is
included herein:
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 and are deemed to be a part hereof from the date of the
filing of such documents:
(1) The Registrant's Annual Report on Form 10-K for its fiscal year ended
September 28, 1997.
(2) All reports filed by the Registrant pursuant to Section 13(a) or 15(d)
of the Securities Exchange Act of 1934, as amended (the "Exchange
Act") since September 28, 1997.
(3) The description of Common Stock contained in the Registrant's
registration statement on Form 8-A, including all amendments or
reports filed for the purpose of updating such description.
(4) 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 the
filing of a post-effective amendment which indicates that all
securities offered pursuant to this Registration Statement have been
sold or which deregisters all securities that remain unsold.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Registrant's Certificate of Incorporation (the "Certificate")
eliminates, subject to certain exceptions, the personal liability of directors
to the Registrant or its stockholders for monetary damages for breaches of
fiduciary duties as directors. The Certificate does not provide for the
elimination of or limitation on the personal liability of a director for (i) any
breach of the director's duty of loyalty to the Registrant or its stockholders,
(ii) acts or omissions not in good faith or which involve intentional misconduct
or a knowing violation of law, (iii) certain unlawful dividends or redemptions
as provided under Section 174 of the Delaware General Corporation Law, or (iv)
any transaction from which the director derived an improper personal benefit.
This
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provision of the Certificate will limit the remedies available to a stockholder
in the event of breaches of any director's duties to such stockholder or the
Registrant.
Under Section 145 of the Delaware General Corporation Law, a corporation
may indemnify a director, officer, employee or agent of the corporation (or
other entity if such person is serving in such capacity at the corporation's
request) against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him 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 corporation and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful. ln
the case of an action brought by or in the right of a corporation, the
corporation may indemnify a director, officer, employee or agent of the
corporation (or other entity if such person is serving in such capacity at the
corporation's request) against expenses (including attorneys' fees) actually and
reasonably incurred by him 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
corporation, except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person is fairly and reasonably entitled
to indemnification for such expenses as the court shall deem proper. The
Registrant's Bylaws provide that expenses (including attorneys' fees) incurred
by an officer or director in defending any civil, criminal, administrative or
investigative action, suit or proceeding shall be paid by the corporation in
advance of the final disposition of such action, suit or proceeding upon receipt
of an undertaking by or on behalf of such director or officer to repay such
amount if it shall ultimately be determined that he is not entitled to be
indemnified by the Registrant.
ITEM 8. EXHIBITS
The exhibits included as part of this Registration Statement are as
follows:
Exhibit Number Description
- -------------- -----------
4(a) Certificate of Incorporation (included as Exhibit 3.1 to the
Registrant's registration statement on Form S-1 filed with
the Commission on June 3, 1994 and incorporated herein by
reference)
4(b) Bylaws (included as Exhibit 3.2 to the Registrant's
registration statement on Form S-1 filed with the Commission
on June 3, 1994 and incorporated herein by reference)
5(a) & 23(a) Opinion and Consent of Counsel to Registrant
23(b) Consent of Independent Accountants
99(b) Citation Corporation 1994 Incentive Award Plan, as amended
3
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 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) The undersigned Registrant hereby undertakes to deliver or cause
to be delivered with the prospectus, to each person to whom the prospectus is
sent or given, the latest annual report to security holders that is incorporated
by reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be presented by
Article 3 of Regulation S-X are not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information.
(d) 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.
4
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 its behalf by the undersigned, thereunto duly
authorized, in the City of Birmingham, State of Alabama on December 29, 1997.
CITATION CORPORATION
/s/ T. Morris Hackney
-----------------------------
By: T. Morris Hackney
Chief Executive Officer
and Chairman of the Board
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints T. Morris Hackney as attorney-in-fact, having the
power of substitution, for him in any and all capacities, to sign any amendments
to this Registration Statement on 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 said attorney-in-
fact, or his substitute or substitutes, may do or cause to be done by virtue
hereof.
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.
/s/ T. Morris Hackney Chief Executive Officer, December 29, 1997
- ---------------------------- and Chairman of the Board
T. MORRIS HACKNEY (Principal Executive Officer)
/s/ Frederick F. Sommer President and Chief Operating December 29, 1997
- ---------------------------- Officer
FREDERICK F. SOMMER
/s/ R. Conner Warren Executive Vice President of December 29, 1997
- ---------------------------- Finance and Administration,
R. CONNER WARREN Treasurer and Director
(Principal Financial Officer)
/s/ Thomas W. Burleson Vice President - Corporate December 29, 1997
- ---------------------------- Controller (Principal Accounting
THOMAS W. BURLESON Officer)
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/s/ Hugh G. Weeks Director December 29, 1997
- ----------------------------
HUGH G. WEEKS
/s/ A. Derrill Crowe Director December 29, 1997
- ----------------------------
A. DERRILL CROWE
/s/ Franklyn Esenberg Director December 29, 1997
- ----------------------------
FRANKLYN ESENBERG
/s/ William W. Featheringill Director December 29, 1997
- ----------------------------
WILLIAM W. FEATHERINGILL
/s/ Frank B. Kelso, II Director December 29, 1997
- ----------------------------
FRANK B. KELSO, II
/s/ Van L. Richey Director December 29, 1997
- ----------------------------
VAN L. RICHEY
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EXHIBIT INDEX
TO
REGISTRATION STATEMENT ON FORM S-8
Exhibit Number Description
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5(a) & 23(a) Opinion and Consent of Counsel to Registrant
23(b) Consent of Independent Accountants
99(b) Citation Corporation 1994 Incentive Award Plan, as amended
7