As filed with the Securities and Exchange Commission on June 20, 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)
HOWMET INTERNATIONAL INC. AMENDED AND RESTATED 1997 STOCK AWARDS PLAN
(Full Title of Plan)
Thomas F. Seligson
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) 553-4974
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) Share(2) Price(2) Fee
Alcoa Inc. common stock,
$1 par value 2,609,766 shares $28.344 $73,971,207.50 $19,528.40
(1) Pursuant to Rule 416(a), also covers additional securities that may be
offered as a result of stock splits, stock dividends or similar transactions.
(2) 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
June 13, 2000.
EXPLANATORY NOTE
On April 18, 2000, HMI Acquisition Corp., a Delaware corporation and
wholly owned subsidiary of Alcoa Inc. ("HMI"), commenced a tender offer to
purchase all of the outstanding shares of common stock of Howmet International
Inc. ("Howmet"), par value $0.01 per share (the "Howmet Shares"), not including
the shares of common stock held by Cordant Technologies Inc., a Delaware
corporation ("Cordant"), Cordant Technologies Holding Company, a Delaware
corporation and a wholly owned subsidiary of Cordant, or any of their
affiliates, at a price of $20.00 per Howmet Share, net to the seller in cash,
upon the terms and subject to the conditions set forth in the Offer to Purchase
by HMI, dated April 18, 2000, and in the related Letter of transmittal (which
together constitute the "Offer").
On June 2, 2000 Alcoa Inc. ("Alcoa") announced the signing of a
definitive merger agreement with Howmet. Under the Agreement and Plan of Merger
among Alcoa, HMI and Howmet dated as of June 2, 2000 (the "Merger Agreement"),
Alcoa supplemented its then outstanding Offer to reflect the execution of the
Merger Agreement and the increase of the Offer price to $21.00 net per share.
The Merger Agreement provides, among other things, that certain options to
purchase shares of Howmet common stock that remain outstanding immediately
before the Effective Time (as defined in the Merger Agreement) will be assumed
by Alcoa and converted, effective as of the Effective Time, into an option to
purchase Alcoa common stock in accordance with the Merger Agreement.
This Registration Statement relates to 2,609,766 shares of Alcoa common
stock, par value $1.00 per share (the "Common Stock"), that may be issued from
time to time to participants in the Howmet International Inc. Amended and
Restated 1997 Stock Awards Plan, beginning June 20, 2000.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by the Registrant with the Securities and
Exchange Commission are incorporated herein by reference.
(a) Annual Report on Form 10-K for the fiscal year ended
December 31, 1999;
(b) Quarterly Report on Form 10-Q for the quarter ended
March 31, 2000; and
(b) Current Reports on Form 8-K dated January 10, 2000,
January 18, 2000, January 19, 2000, May 8, 2000 and May 15, 2000.
All documents filed by the Registrant 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
The Common Stock is registered under the Securities Exchange Act of 1934
and listed on the New York Stock Exchange and various foreign exchanges.
Set forth below is a description of the Common Stock. The following
statements are summaries of, and are subject to the detailed provisions of, the
Registrant's Articles of Incorporation and By-laws and to the relevant
provisions of the Pennsylvania Business Corporation Law.
Alcoa currently has 1,800,000,000 shares of authorized Common Stock.
Holders of Common Stock will receive dividends when and as declared by the
Board of Directors of Alcoa. However, no dividend will be declared or paid on
Common Stock if any Alcoa preferred stock is outstanding, unless all dividends
accrued on all classes of Alcoa preferred stock and the current quarter yearly
dividend on the Alcoa $3.75 Cumulative Serial Preferred Stock have been paid or
declared and a sum sufficient for payment has been set apart.
Holders of Common Stock have one vote per share.
Upon any liquidation, dissolution, or winding up of Alcoa, whether
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voluntary or involuntary, after payments to holders of Alcoa preferred stock in
an amount fixed by the Board of Directors of Alcoa, plus accrued dividends, the
remaining assets of Alcoa belong to and will be divided among the holders of
Common Stock. The consolidation or merger of Alcoa with or into any other
corporation(s) or a share exchange or division involving Alcoa pursuant to
applicable law is not a liquidation, dissolution, or winding up of Alcoa under
the Alcoa Articles.
Holders of Common Stock have no right to participate in any right of
subscription to any increased or additional capital stock of Alcoa.
Common Stock does not have any applicable conversion, redemption, or
sinking fund provisions and is not liable to further call or assessment by
Alcoa. All issued and outstanding shares of Common Stock are paid fully and are
non-assessable.
The Alcoa Articles provide for a classified Board of Directors, divided
into three classes as nearly equal as possible, with each class serving a
staggered three-year term. The Articles provide that shareholders voting 80
percent of the votes that would be entitled to be cast at an annual election of
directors may remove directors, with or without cause. They also provide that
vacancies are to be filled only by a majority vote of the remaining directors,
unless a vacancy resulted because of a vote of the shareholders, in which case
the shareholders may fill the vacancy.
A shareholder wishing to nominate directors at an annual meeting of Alcoa
shareholders must provide written notice at least 90 days before the anniversary
date of the prior year's meeting.
The Alcoa Articles require the approval of 80 percent of the votes entitled
to be cast in order to amend the provisions in the Alcoa Articles relating to
the classification of the Board of Directors, nomination of directors, removal
of directors, and certain other matters.
The Alcoa Articles provide that, unless a stock repurchase is made in
either a tender offer or exchange offer for a class of capital stock that is
made available to all holders of the class on the same basis, or in an open
market purchase program approved by Alcoa's Board of Directors, Alcoa may not
repurchase stock from a shareholder who owns five percent or more of Alcoa's
voting stock at prices greater than the current fair market value without the
affirmative vote of a majority of shares held by persons other than such five
percent shareholder.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Thomas F. Seligson, Esq., Counsel of Alcoa will pass upon the validity of
the Common Stock to be issued in connection with the Plans. Mr. Seligson 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
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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
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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
(5) Opinion of Thomas F. Seligson, Counsel of the Company.
(15) Letter from Independent Public Accountants regarding
unaudited financial information.
(23)(a) Consent of PricewaterhouseCoopers LLP.
(23)(b) 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-
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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.
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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, on the 20th day of June, 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 President and June 20, 2000
- ---------------------- Chief Executive Officer
Alain J.P. Belda (Principal Executive Officer)
/s/ Richard B. Kelson Executive Vice President and June 20, 2000
- ---------------------- Chief Financial Officer
Richard B. Kelson (Principal Financial Officer)
/s/ Timothy S. Mock Vice President and June 20, 2000
- ---------------------- Controller
Timothy S. Mock (Principal Accounting Officer)
Alain J.P. Belda, Kenneth W. Dam, Joseph T. Gorman, Judith M. Gueron, Sir Ronald
Hampel, John P. Mulroney, Paul H. O'Neill, Henry B. Schacht, Franklin A. Thomas
and Marina v.N. Whitman, each as a Director, on June 20, 2000, by Lawrence R.
Purtell, their attorney-in-fact.
/s/ Lawrence R. Purtell
Lawrence R. Purtell
Attorney-in-fact
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INDEX TO EXHIBITS
Exhibit
Number Description
5 Opinion of Thomas F. Seligson, Counsel of the Company.
15 Letter from Independent Public Accountants regarding
unaudited financial information.
23(a) Consent of PricewaterhouseCoopers LLP.
23(b) Consent of Counsel (included in Exhibit 5).
24 Powers of Attorney for certain officers and directors
of the Company.