1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 19, 1997
REGISTRATION NO. 333-32707
================================================================================
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------
AMENDMENT NO. 2
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------------
INTERMET CORPORATION
(Exact name of registrant as specified in its charter)
GEORGIA
(State or other jurisdiction of incorporation or 58-1563873
organization) (I.R.S. Employer Identification No.)
5445 CORPORATION DRIVE, SUITE 200
TROY, MICHIGAN 48098-2683
(248) 952-2500
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
------------------------------
DORETHA J. CHRISTOPH
VICE PRESIDENT-FINANCE, CHIEF FINANCIAL OFFICER AND SECRETARY
INTERMET CORPORATION
5445 CORPORATE DRIVE, SUITE 200
TROY, MICHIGAN 48098-2683
(248) 952-2500
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
------------------------------
Copies to:
JEROME M. SCHWARTZ ROBERT F. WALL
DICKINSON, WRIGHT, MOON, VAN DUSEN & FREEMAN WINSTON & STRAWN
500 Woodward Avenue, Suite 4000 35 West Wacker Drive
Detroit, Michigan 48226 Chicago, Illinois 60601
Approximate date of proposed sale to the public: As soon as practicable
after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
------------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(A) OF THE
SECURITIES ACT OF 1933, MAY DETERMINE.
================================================================================
2
EXPLANATORY NOTE
This Amendment No. 2 is being filed solely to file the exhibits filed
herein with the Securities and Exchange Commission. The Company is not updating
or modifying any other information in the Registration Statement at this time.
3
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 16. EXHIBITS.
The following exhibits are filed as part of this Registration Statement:
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
1 Form of Underwriting Agreement.
4.1 Amended and Restated Articles of Incorporation of the
Registrant (included as Exhibit 4.1 to the Registrant's Form
S-3 Registration Statement, filed June 3, 1992, File No.
33-48304, previously filed with the Commission and
incorporated herein by reference).
4.2 Bylaws, as amended (included as Exhibit 3.1 and 4.1 to the
Registrant's Quarterly Report on Form 10-Q for the quarter
ended October 1, 1995, File No. 0-13787, and as Exhibit 3.3
to the Registrant's Annual Report on Form 10-K for the year
ended December 31, 1996, File No. 0-13787, each previously
filed with the Commission and incorporated herein by
reference).
4.3 Shareholders Protection Rights Agreement, which includes a
Form of Rights Certificate and of Election to Exercise,
included as Exhibit A to the Rights Agreement (included as
Exhibit 4 to the Registrant's Form 8-K, dated October 6,
1995, File No. 0-13787, previously filed with the Commission
and incorporated herein by reference).
5 Opinion of Dickinson, Wright, Moon, Van Dusen & Freeman.
23.1 Consent of Ernst & Young LLP.*
23.2 Consent of Dickinson, Wright, Moon, Van Dusen & Freeman
(contained in its opinion filed as Exhibit 5 hereto).
24 Power of Attorney.*
- -------------------------
* Previously filed.
II-1
4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Company has duly caused this Amendment to Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of Troy,
State of Michigan, on August 19, 1997.
INTERMET CORPORATION
By: /s/ JOHN DODDRIDGE
------------------------------------
John Doddridge
Chairman of the Board of Directors
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Amendment to Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ JOHN DODDRIDGE Chairman of the Board of Directors and August 19, 1997
- ------------------------------------------ Chief Executive Officer (Principal
John Doddridge Executive Officer)
* Director
- ------------------------------------------
Vernon R. Alden
* Director
- ------------------------------------------
J. Frank Broyles
* Director
- ------------------------------------------
John P. Crecine
* Director
- ------------------------------------------
Anton Dorfmueller, Jr.
* Director
- ------------------------------------------
Norman Ehlers
* Director
- ------------------------------------------
John B. Ellis
* Director
- ------------------------------------------
Wilfred E. Gross, Jr.
* Director
- ------------------------------------------
A. Wayne Hardy
* Director
- ------------------------------------------
John R. Horne
II-2
5
SIGNATURE TITLE DATE
--------- ----- ----
* Director
- ------------------------------------------
Thomas H. Jeffs II
* Director
- ------------------------------------------
George W. Mathews, Jr.
* Director
- ------------------------------------------
Harold C. McKenzie, Jr.
* Director
- ------------------------------------------
J. Mason Reynolds
* Director
- ------------------------------------------
Curtis W. Tarr
/s/ DORETHA J. CHRISTOPH Vice President--Finance, Chief August 19, 1997
- ------------------------------------------ Financial Officer and Secretary
Doretha J. Christoph (Principal Financial Officer)
/s/ WALTER T. KNOLLENBERG Controller (Principal Accounting August 19, 1997
- ------------------------------------------ Officer)
Walter T. Knollenberg
*By: /s/ DORETHA J. CHRISTOPH
---------------------------------
Doretha J. Christoph
Attorney-in-Fact
August 19, 1997
II-3
6
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
1 Form of Underwriting Agreement.
4.1 Amended and Restated Articles of Incorporation of the
Registrant (included as Exhibit 4.1 to the Registrant's Form
S-3 Registration Statement, filed June 3, 1992, File No.
33-48304, previously filed with the Commission and
incorporated herein by reference).
4.2 Bylaws, as amended (included as Exhibit 3.1 and 4.1 to the
Registrant's Quarterly Report on Form 10-Q for the quarter
ended October 1, 1995, File No. 0-13787, and as Exhibit 3.3
to the Registrant's Annual Report on Form 10-K for the year
ended December 31, 1996, File No. 0-13787, each previously
filed with the Commission and incorporated herein by
reference).
4.3 Shareholders Protection Rights Agreement, which includes a
Form of Rights Certificate and of Election to Exercise,
included as Exhibit A to the Rights Agreement (included as
Exhibit 4 to the Registrant's Form 8-K, dated October 6,
1995, File No. 0-13787, previously filed with the Commission
and incorporated herein by reference).
5 Opinion of Dickinson, Wright, Moon, Van Dusen & Freeman.
23.1 Consent of Ernst & Young LLP.*
23.2 Consent of Dickinson, Wright, Moon, Van Dusen & Freeman
(contained in its opinion filed as Exhibit 5 hereto).
24 Power of Attorney.*
- -------------------------
* Previously filed.