As filed with the Securities and Exchange Commission
on May 3, 2000
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
ALCOA INC.
(Exact name of issuer as specified in its charter)
Pennsylvania 25-0317820
(State of Incorporation) (I.R.S. Employer Identification No.)
201 Isabella Street, Alcoa Corporate Center,
Pittsburgh, Pennsylvania 15212-5858
(Address of principal executive office, including zip code)
REYNOLDS METALS COMPANY SAVINGS AND INVESTMENT PLAN FOR SALARIED EMPLOYEES
REYNOLDS METALS COMPANY SAVINGS PLAN FOR HOURLY EMPLOYEES
EMPLOYEES SAVINGS PLAN
(Full Titles of Plans)
Denis A. Demblowski,
Secretary and Senior Counsel
201 Isabella Street, Alcoa Corporate Center,
Pittsburgh, Pennsylvania 15212-5858
(Name and address of agent for service)
Telephone number of agent for service (412) 553-3856
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered(1)(2) Share(3) Price(3) Fee
Alcoa Inc. 400,000
common stock, shares
$1 par value $63.75 $25,500,000.00 $6,732.00
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
amended, this Registration Statement also covers an indeterminate number of
interests to be offered or sold pursuant to the Plans described herein. Of the
total of 400,000 shares, 275,000 shares are allocated to the Reynolds Metals
Company Savings and Investment Plan for Salaried Employees; 90,000 shares are
allocated for Reynolds Metals Company Hourly Savings Plan; and 35,000 shares are
allocated for the Employees Savings Plan.
(2) Pursuant to Rule 416(a), also covers additional securities that may be
offered as a result of stock splits, stock dividends or similar transactions.
(3) Estimated solely for the purpose of calculating the registration fee, based
on the average of the high and low prices of shares of the Registrant's common
stock reported in the consolidated reporting system on May 2, 2000
EXPLANATORY NOTE
On May 3, 2000, Reynolds Metals Company became wholly owned by Alcoa
Inc. and each outstanding share of Reynolds Metals Company common stock was
converted into 1.06 shares of Alcoa common stock. This Registration Statement
relates to 400,000 shares of Alcoa common stock, par value $1.00 per share, that
may be issued from time to time under the Reynolds Metals Company Savings and
Investment Plan for Salaried Employees, Reynolds Metals Company Savings Plan for
Hourly Employees and the Employees Savings Plan.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEMS 1 AND 2
Documents containing information specified in Part I will be given or
sent to employees in accordance with Rule 428(b)(1).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed with the Securities and Exchange
Commission are incorporated herein by reference.
(a) Alcoa's Annual Report on Form 10-K for the fiscal year ended
December 31, 1999;
(b) Annual Report on Form 11-K for the Reynolds Metals Company
Savings and Investment Plan for Salaried Employees for the fiscal year ended
December 31, 1998;
(c) Annual Report on Form 11-K for the Reynolds Metals Company Savings
Plan for Hourly Employees for the fiscal year ended December 31, 1998;
(d) Annual Report on Form 11-K for the Employees Savings Plan for the
fiscal year ended December 31, 1998;
(e) All other reports filed by Alcoa or the Plans pursuant to Section
13(a) or 15(d) of the Exchange Act since December 31, 1999 or December 31, 1998,
respectively; and
(f) The description of Alcoa common stock contained under the heading
"Description of Alcoa Capital Stock" in Alcoa's Registration Statement on
Form S-4 filed December 30, 1999 (File No. 333-93849).
All documents filed by Alcoa or the Plans pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934 subsequent to the date
of this Registration Statement and prior to the filing of a post-effective
amendment to this Registration Statement that indicates that all securities
offered hereunder have been sold or that deregisters all such securities then
remaining unsold shall be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof from the date of the filing of
such documents. Any statement contained in a document incorporated, or deemed to
be incorporated, by reference herein or contained in this Registration Statement
shall be deemed to be modified or superseded for purposes of this Registration
Statement to the extent any statement contained herein or in any subsequently
filed document which also is, or is deemed to be, incorporated by reference
herein modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed to constitute a part hereof except as so modified
or superseded.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The validity of the Common Stock to be issued in connection with the
Plans will be passed upon by Denis A. Demblowski, Esq., Secretary and Senior
Counsel of Alcoa. Mr. Demblowski is a participant in the stock option plan and
various other employee benefit plans offered to employees of Alcoa.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article V of the By-laws of the Company provides that the Company shall
indemnify, under specified circumstances, persons who were or are directors,
officers or employees of the Company or who served or serve other business
entities at the request of the Company. Under these By-law provisions, a person
who is wholly successful in defending a claim will be indemnified for any
reasonable expenses. To the extent a person is not successful in defending a
claim, reasonable expenses of the defense and any liability incurred are to be
indemnified under these provisions only where independent legal counsel or other
disinterested person selected by the Board of Directors determines that such
person acted in good faith and in a manner such person
reasonably believed to be in, or not opposed to, the best interests of the
Company, and in addition with respect to any criminal action or proceeding, had
no reasonable cause to believe the conduct of such person was unlawful. Any
expense incurred with respect to any claim may be advanced by the Company if the
recipient agrees to repay such amount if it is ultimately determined that such
recipient is not to be indemnified pursuant to Article V.
The foregoing By-law provisions generally parallel Sections 1741 and
1745 of the Pennsylvania Business Corporation Law ("BCL"). Section 1746 and the
By-laws both also provide that the indemnification provided for therein shall
not be deemed exclusive of any other rights to which those seeking
indemnification may otherwise be entitled.
Section 1746 of the BCL and the By-laws provide for increased
indemnification protections for directors, officers and others. Indemnification
may be provided by Pennsylvania corporations in any case except where the act or
failure to act giving rise to the claim for indemnification is determined by a
court to have constituted willful misconduct or recklessness.
Section 1713 of the BCL also sets forth a framework whereby
Pennsylvania corporations, with the approval of the shareholders, may limit the
personal liability of directors for monetary damages except where the act or
omission giving rise to a claim constitutes self-dealing, willful misconduct or
recklessness. The section does not apply to a director's responsibility or
liability under a criminal or tax statute and may not apply to liability under
Federal statutes, such as the Federal securities laws.
The Company's Articles and By-laws were amended by the shareholders to
implement the increased protections made available to directors under the BCL as
described in the preceding paragraph. Article VIII of the By-laws provides that,
except as prohibited by law, every director of the Company shall be entitled as
of right to be indemnified by the Company for expenses and any and all liability
paid or incurred by such person by reason of such person being or having been a
director of the Company. Expenses incurred with respect to any claim may be
advanced by the Company, subject to certain exceptions. The shareholders have
also approved a form of indemnity agreement. The Company has entered into such
an indemnity agreement with each of its current directors.
The Company has purchased a three year liability insurance policy with
an aggregate limit of $100 million, with certain specified deductible amounts,
for liability of directors and officers and reimbursement to the Company for
indemnification provided to directors and officers. The policy has an expiration
date of October 1, 2000 and provides liability insurance and reimbursement
coverage for the Company, and its directors and officers, which is permitted by
the laws of Pennsylvania referred to above.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
Exhibit
Number Description
(4) Alcoa's Articles of Incorporation (incorporated by reference to
Exhibit 3(a) to Alcoa's Annual Report on Form 10-K for the year ended
December 31, 1998).
(5) Opinion of Denis A. Demblowski, Senior Counsel of the Company.
(15) Letter from Independent Public Accountants regarding
unaudited financial information.
(23)(a) Consent of PricewaterhouseCoopers LLP.
(23)(b) Consent of Ernst & Young LLP.
(23)(c) Consent of Counsel (included as part of Exhibit 5).
(24) Powers of Attorney of certain officers and directors of the Company.
ITEM 9. UNDERTAKINGS
The 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:
(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 a 20% 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) of this
section do not apply if 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
Section 15(d) of the Exchange Act that are incorporated by reference in this
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; and
(4) 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 Exchange Act (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.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Company pursuant to the foregoing provisions described in Item 6 above, the
Company has been informed 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 Company of expenses
incurred or paid by a director, officer or controlling person of the Company 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 Company 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.
With respect to the Reynolds Metals Company Savings and Investment Plan
for Salaried Employees, a determination letter dated February 20, 1996, was
obtained from the Internal Revenue Service (the "IRS") that the Plan, as amended
and restated through June 30, 1994, is qualified under Section 401 of the
Internal Revenue Code. The Registrant hereby undertakes that it will submit the
Plan as subsequently amended to the IRS in a timely manner and will make all
changes required by the IRS in order to qualify the Plan, as so amended and
restated.
With respect to the Reynolds Metals Company Savings Plan for Hourly
Employees, a determination letter dated February 20, 1996, was obtained from the
IRS that the Plan, as amended and restated effective September 1, 1993, is
qualified under Section 401 of the Internal Revenue Code. The Registrant hereby
undertakes that it will submit the Plan as subsequently amended to the
IRS in a timely manner and will make all changes required by the IRS in order to
qualify the Plan, as so amended and restated.
With respect to the Employees Savings Plan, a determination letter
dated February 20, 1996, was obtained from the IRS that the Plan, as amended and
restated effective July 1, 1994, is qualified under Section 401 of the Internal
Revenue Code. The Registrant hereby undertakes that it will submit the Plan as
subsequently amended to the IRS in a timely manner and will make all changes
required by the IRS in order to qualify the Plan, as so amended and restated.
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 Pittsburgh, the Commonwealth of Pennsylvania, on this
3rd day of May, 2000.
ALCOA INC.
(Registrant)
/s/ Robert F. Slagle
-------------------------------
Robert F. Slagle
Executive Vice President -
Human Resources and
Communications
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Alain J. P. Belda
- ----------------------
Alain J.P. Belda President and
Chief Executive Officer
(Principal Executive Officer) May 3, 2000
/s/ Richard B. Kelson
- ----------------------
Richard B. Kelson Executive Vice President and May 3, 2000
Chief Financial Officer
(Principal Financial Officer)
/s/ Timothy S. Mock
- ----------------------
Timothy S. Mock Vice President and May 3, 2000
Controller
(Principal Accounting Officer)
Alain J.P. Belda, Kenneth W. Dam, Joseph T. Gorman, Judith M. Gueron, Sir Ronald
Hampel, Hugh M. Morgan, John P. Mulroney, Paul H. O'Neill, Henry B. Schacht,
Franklin A. Thomas and Marina v.N. Whitman, each as a Director, on May 3, 2000,
by Denis A. Demblowski, their attorney-in-fact.
/s/ Denis A. Demblowski
---------------------------
Denis A. Demblowski
Attorney-in-fact
Pursuant to the requirements of the Securities Act of 1933, the Plans'
Benefits Management Committee has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Pittsburgh, the Commonwealth of Pennsylvania, on this 3rd day of May, 2000.
Alcoa Inc. Benefits Management Committee
By: /s/ Richard B. Kelson
-----------------------------------
Richard B. Kelson, Member
By: /s/ Robert F. Slagle
-----------------------------------
Robert F. Slagle, Member
By: /s/ William J. O'Rourke, Jr.
-----------------------------------
William J. O'Rourke, Jr., Member
INDEX TO EXHIBITS
Exhibit
Number Description
4 Alcoa's Articles of Incorporation (incorporated by reference to
Exhibit 3(a) to Alcoa's Annual Report on Form 10-K for the year
ended December 31, 1998).
5 Opinion of Denis A. Demblowski, Senior Counsel of the Company.
15 Letter from Independent Public Accountants regarding
unaudited financial information.
23(a) Consent of PricewaterhouseCoopers LLP.
23(b) Consent of Ernst & Young LLP.
23(c) Consent of Counsel (included in Exhibit 5).
24 Powers of Attorney for certain officers and directors
of the Company.