As filed with the Securities and Exchange Commission on October 2, 1998
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 Registrant as specified in its charter)
DELAWARE 63-0828225
(State or Other Jurisdiction of (IRS Employer
Incorporation or Organization) Identification No.)
2 Office Park Circle, Suite 204
Birmingham, Alabama 35223
(Address of principal executive offices)
CITATION CORPORATION
EMPLOYEE STOCK PURCHASE PLAN
(Full Title of Plan)
Frederick F. Sommer, President
2 Office Park Circle, Suite 204
Birmingham, Alabama 35223
(205)871-5731
(Name, address and telephone number, including area code, of agent for service)
Copies to
W. CLARK GOODWIN, ESQ.
Ritchie & Rediker, L.L.C.
312 North 23rd Street
Birmingham, Alabama 35203
(205) 251-1288
CALCULATION OF REGISTRATION FEE
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Proposed
Title of Each Class of Amount Proposed Maximum
Securities to be to be Maximum Offering Aggregate Amount of
Registered registered Price Per Share (1) Offering Price (1) Registration Fee (1)
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Common Stock, par value
$.01 per share 500,000 $9.44 $4,720,000 $1,392.40
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(1) Determined in accordance with Rule 457(h) under the Securities Act of 1933,
based on $ 9.44, the average of the high and low sale prices quoted on the
NASDAQ National Market System on September 28, 1998.
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Page 1 of 15
Exhibit Index Appears on Page 5
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
STATEMENT REGARDING INCORPORATION OF INFORMATION BY
REFERENCE FROM EFFECTIVE REGISTRATION STATEMENT
In accordance with Instruction E to Form S-8, the contents of the Registration
Statement on Form S-8 filed with the Securities and Exchange Commission on June
19, 1995 (File No. 33-93652) by Citation Corporation (the "Registrant"),
relating to the registration of up to 250,000 shares of Common Stock, $.01 par
value, of the Registrant, authorized for issuance under the Registrant's
Employee Stock Purchase Plan, are hereby incorporated by reference in their
entirety in this Registration Statement. This Registration Statement provides
for the registration of up to an additional 500,000 shares of Common Stock of
the Registrant authorized for issuance under the Registrant's Employee Stock
Purchase Plan by the Registrant's Board of Directors on September 25, 1998,
subject to approval by the Company's shareholders.
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) *
4(c) Citation Corporation Employee Stock Purchase Plan, as
amended +
5(a) & 23(a) Opinion and Consent of Counsel to Registrant +
23(b) Consent of Independent Accountants +
__________________
* Incorporated herein by reference as indicated
+ Filed herewith
Page 2 of 15
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 October 2, 1998.
CITATION CORPORATION
By s/ Frederick F. Sommer
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Frederick F. Sommer
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Stanley B. Atkins 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/ Frederick F. Sommer President, Chief Executive October 2, 1998
- ---------------------------- Officer and Director
FREDERICK F. SOMMER (Principal Executive Officer)
/s/ Thomas W. Burleson Vice President - Finance October 2, 1998
- ---------------------------- and Chief Financial Officer
THOMAS W. BURLESON (Principal Financial Officer
and Principal Accounting
Officer)
/s/ T. Morris Hackney Chairman of the Board October 2, 1998
- ----------------------------
T. MORRIS HACKNEY
/s/ A. Derrill Crowe Director October 2, 1998
- ----------------------------
A. DERRILL CROWE
Page 3 of 15
/s/ Franklyn W. Esenberg Director October 2, 1998
- ----------------------------
FRANKLYN ESENBERG
/s/ William W. Featheringill Director October 2, 1998
- ----------------------------
WILLIAM W. FEATHERINGILL
/s/ Frank B. Kelso, II Director October 2, 1998
- ----------------------------
FRANK B. KELSO, II
/s/ Van L. Richey Director October 2, 1998
- ----------------------------
VAN L. RICHEY
/s/ R. Connor Warren Director October 2, 1998
- ----------------------------
R. CONNER WARREN
/s/ Hugh G. Weeks Director October 2, 1998
- --------------------------
HUGH G. WEEKS
Page 4 of 15
EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION PAGE
- -------------- ----------- ----
4(c) Citation Corporation Employee Stock Purchase Plan, 6
as amended
5(a) & 23(a) Opinion and Consent of Counsel to Registrant 12
23(b) Consent of Independent Accountants 14
Page 5 of 15