As filed with the Securities and Exchange Commission on January 8, 2002
Registration No. 333_______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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UNITED STATES STEEL CORPORATION
(Exact name of Registrant as Specified in Its Charter)
DELAWARE 25-1897152
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification Number)
600 GRANT STREET PITTSBURGH, PA 15219-2800
(Address of Principal Executive Offices) (Zip Code)
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UNITED STATES STEEL CORPORATION
NON-OFFICER RESTRICTED STOCK PLAN
(Full Title of the Plan)
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Dan D. Sandman
Vice Chairman and Chief Legal & Administrative Officer,
General Counsel and Secretary
United States Steel Corporation
600 Grant Street, Pittsburgh, PA 15219-2800
(Name and Address of Agent For Service)
(412) 433-1121
(Telephone Number, Including Area Code, of Agent For Service)
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CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED SECURITY (1) PRICE (1) FEE
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United States Steel Corporation
Common Stock, par value $1.00 per
share 2,700,000 $17.81 $48,087,000 $11,493
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(1) Estimated solely for purposes of calculating the registration fee
pursuant to Rules 457(c) and (h) under the Securities Act of 1933, as amended
(the "Securities Act"), on the basis of the average of the high and low sale
prices for common stock of United States Steel Corporation. ("Common Stock") as
reported on the New York Stock Exchange on January 2, 2002.
PART I
INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS
Note: The document(s) containing the information concerning the United
States Steel Corporation Non-Officer Restricted Stock Plan (the "Plan") required
by Item 1 of Form S-8 and the statement of availability of registrant
information, Plan information and other information required by Item 2 of Form
S-8 will be sent or given to employees as specified by Rule 428. In accordance
with Rule 428 and the requirements of Part I of Form S-8, such documents are not
being filed with the Securities and Exchange Commission (the "Commission")
either as part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424. United States Steel Corporation shall maintain
a file of such documents in accordance with the provisions of Rule 428. Upon
request, United States Steel Corporation shall furnish the Commission or its
staff a copy or copies of any or all documents included in such file.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents have been filed by United States Steel
Corporation, a Delaware corporation ("USS" or the "Corporation"), and its
predecessor Marathon Oil Corporation, a Delaware corporation formerly known as
USX Corporation ("MOC"), with the Commission (Commission File Nos. 1-16811 and
1-5153) and are incorporated herein by reference:
SEC FILINGS PERIOD
MOC's Annual Report on Form 10-K Year ended December 31, 2000, as
filed on March 12, 2001, as
amended on September 14, 2001 and
Form 10-K/A filed on October 11,
2001.
MOC's Quarterly Reports on Form 10-Q Quarter ended March 31, 2001, as
filed on May 11, 2001; Quarter
ended June 30, 2001, as filed on
August 6, 2001; Quarter ended
September 30, 2001, as filed on
November 9, 2001.
MOC's Current Reports on Form 8-K Dated February 27, 2001, April 24,
2001, June 15, 2001, July 2, 2001,
July 31, 2001, August 1, 2001,
August 2, 2001, August 6, 2001,
October 12, 2001, October 22,
2001, October 25, 2001, November
2, 2001, November 5, 2001,
November 7, 2001, November 28,
2001, December 4, 2001, and
December 14, 2001.
USS's Current Report on Form 8-K Filed on January 3, 2002.
MOC's Proxy Statement on Schedule 14A Filed on August 15, 2001.
The description of USS's common stock set Filed on December 31, 2001.
forth in USS's Registration Statement on
Form 8-A/A pursuant to Section 12 of the
Securities Exchange Act of 1934,
including any amendment or report filed
for the purpose of updating any such
description
All documents filed by USS with the Commission 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 to
this Registration Statement indicating that all securities offered hereby have
been sold or that de-registers all securities then remaining unsold, shall be
deemed to be incorporated in this Registration Statement by reference and to be
a part hereof from the date of filing of such documents.
Any statement contained in this Registration Statement, in an amendment
hereto, or in a document incorporated by reference herein, shall be deemed
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained herein, in any subsequently filed supplement to this
Registration Statement, or any document that is also incorporated by reference
herein, modifies or supersedes such statement. Any statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
Item 4. DESCRIPTION OF SECURITIES.
Not applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Robert M. Stanton, Assistant General Counsel and Assistant Secretary of
USS, who is passing on the validity of the common stock offered pursuant to the
Plan, owns shares of United States Steel Corporation Common Stock.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article V of the By-Laws of the Corporation provides that the
Corporation shall indemnify to the fullest extent permitted by law any person
who is made or is threatened to be made a party or is involved in any action,
suit, or proceeding whether civil, criminal, administrative or investigative by
reason of the fact that he is or was a director, officer, employee or agent of
the Corporation or is or was serving at the request of the Corporation as an
officer, director, employee or agent of another corporation, partnership, joint
venture, trust, enterprise, or nonprofit entity.
The Corporation is empowered by Section 145 of the Delaware General
Corporation Law, subject to the procedures and limitations stated therein, to
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of the Corporation) by reason of the fact that such person is or was
an officer,
employee, agent or director of the Corporation, or is or was serving at the
request of the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding 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. The Corporation may
indemnify any such person against expenses (including attorneys' fees) in an
action by or in the right of the Corporation under the same conditions, except
that no indemnification is permitted without judicial approval if such person is
adjudged to be liable to the Corporation. To the extent a director or officer is
successful on the merits or otherwise in the defense of any action referred to
above, the Corporation must indemnify him against the expenses which he actually
and reasonably incurred in connection therewith.
Policies of insurance are maintained by the Corporation under which
directors and officers of the Corporation are insured, within the limits and
subject to the limitations of the policies, against certain expenses in
connection with the defense of actions, suits or proceedings, and certain
liabilities which might be imposed as a result of such actions, suits or
proceedings, to which they are parties by reason of being or having been such
directors or officers.
The Corporation's Certificate of Incorporation provides that no
director shall be personally liable to the Corporation or its stockholders for
monetary damages for any breach of fiduciary duty by such director as a
director, except (i) for breach of the director's duty of loyalty to the
Corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii)
pursuant to Section 174 of the Delaware General Corporation Law, or (iv) for any
transaction from which the director derived an improper personal benefit.
Item. 7. EXEMPTIONS FROM REGISTRATION CLAIMED.
Not applicable.
Item 8. EXHIBITS.
Refer to Exhibit Index following.
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 the registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form
of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price
represent no more than 20 percent change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration
statement.
(iii) 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;
provided however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference 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 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 (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
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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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 Pittsburgh, Commonwealth of Pennsylvania, on
January 8, 2002.
UNITED STATES STEEL CORPORATION
By: /s/ Gretchen R. Haggerty
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Name: Gretchen R. Haggerty
Title: Senior Vice President and Controller
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed below by the following persons in
the capacities indicated on January 8, 2002.
NAME TITLE
* Chairman of Board, Chief
- -------------------------------------- Executive Officer and President
Thomas J. Usher (Principal Executive Officer and Director)
* Vice Chairman & Chief Financial Officer
- -------------------------------------- (Principal Financial Officer,
John P. Surma, Jr. and Director)
/s/ Gretchen R. Haggerty Senior Vice President and Controller
- -------------------------------------- (Controller)
Gretchen R. Haggerty
* Director
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J. Gary Cooper
* Director
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Robert J. Darnall
* Vice Chairman and Director
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Roy G. Dorrance
* Director
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Shirley Ann Jackson
* Director
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Charles R. Lee
NAME TITLE
* Director
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Paul E. Lego
* Director
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John F. McGillicuddy
* Vice Chairman and Director
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Dan D. Sandman
* Director
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Seth E. Schofield
* Director
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John W. Snow
* Director
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Douglas C. Yearley
* By: /s/ Gretchen R. Haggerty
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Gretchen R. Haggerty, attorney-in fact
EXHIBIT INDEX
Exhibit
Number Description
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4(a) Rights Agreement, dated as of December 31, 2001, by and between USS and
Mellon Investor Services, LLC, as Rights Agent (filed as Exhibit 4 to
the Registration Statement on Form 8-A/A, filed on December 31, 2001
and incorporated herein by reference)
4(b) Indenture, dated as of July 27, 2001, among United States Steel LLC and
United States Steel Financing Corp., Issuers, USX Corporation,
Guarantor, and The Bank of New York, Trustee (incorporated by reference
to Exhibit 4.2 to USX Corporation's Form 10-Q filed for the period
ending June 30, 2001)
4(c) Form of Indenture among United States Steel LLC, Issuer; USX
Corporation, Guarantor; and The Bank of New York, Trustee (incorporated
by reference to Exhibit 4.1 to United States Steel's Registration
Statement on Form S-4/A (File No. 333-71454) filed on November 5, 2001)
5 Opinion of Robert M. Stanton regarding the validity of United States
Steel Corporation common stock to be issued
23(a) Consent of PricewaterhouseCoopers LLP
23(b) Consent of Robert M. Stanton, contained in opinion of counsel filed
as Exhibit 5
24 Powers of Attorney