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As filed with the Securities and Exchange Commission on July 31, 2000
Registration 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
COMMERCIAL METALS COMPANY
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(Exact name of registrant as specified in its charter)
DELAWARE 75-0725338
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
7800 STEMMONS FREEWAY
DALLAS, TEXAS 75247
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(Address of Principal Executive Offices) (Zip Code)
COMMERCIAL METALS COMPANY 1999 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
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(Full title of the Plan)
DAVID M. SUDBURY
VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL
7800 STEMMONS FREEWAY
DALLAS, TEXAS 75247
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(Name and address of agent for service)
(214) 689-4300
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(Telephone number, including area code, of agent for service)
With a copy to:
WILLIAM R. HAYS, III
ROBERT R. KIBBY
Haynes and Boone, LLP
901 Main Street
Suite 3100
Dallas, Texas 75202-3789
(214) 651-5000
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Maximum Maximum Amount of
Title of Securities Amount Offering Price Aggregate Registration
To Be Registered To Be Registered Per Share Offering Price Fee
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Common Stock
$5.00 par value.... 200,000 shares(1) $28.19 (2) $5,638,000 (2) $1,488 (2)
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(1) In addition, pursuant to Rule 416 under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of interests
to be offered or sold pursuant to the anti-dilution provisions of the
1999 Non-Employee Director Stock Option Plan described herein.
(2) For purposes of computing the aggregate offering price and the
registration fee, such computation has been made in accordance with Rule
457(h) on the basis of the average high and low sale prices for the
Company's Common Stock on July 26, 2000, as reported in New York Stock
Exchange Composite transactions.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
Commercial Metals Company (the "Company") hereby incorporates by
reference the following documents filed with the Securities and Exchange
Commission (the "Commission"):
(a) The Company's Annual Report on Form 10-K for its fiscal year
ended August 31, 1999;
(b) The Company's Quarterly Report on Form 10-Q for its fiscal
quarter ended November 30, 1999;
(c) The Company's Quarterly Report on Form 10-Q for its fiscal
quarter ended February 29, 2000;
(d) The Company's Quarterly Report on Form 10-Q for its fiscal
quarter ended May 31, 2000; and
(e) The description of Common Stock included in the Company's
Registration Statement on Form 8-A as filed with the Commission
on June 18, 1982 and amended on July 17, 1995.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14, and 15(d) of the Securities Exchange Act of 1934, as amended,
prior to the filing of a post-effective amendment that indicates that all
securities offered hereunder have been sold or that deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference herein
and to be a part hereof from the date such documents are filed.
Item 5. Interests of Named Experts and Counsel.
Legal Matters
The validity of the shares of Common Stock being sold in this offering
will be passed upon for the Company by David M. Sudbury, general counsel of the
Company.
Experts
The financial statements and the related financial statement schedules
incorporated in this registration statement by reference from the Company's
Annual Report on Form 10-K for the year ended August 31, 1999 have been audited
by Deloitte & Touche LLP, independent auditors, as stated in their reports,
which are incorporated herein by reference, and have been so
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incorporated in reliance upon the reports of such firm given upon their
authority as experts in accounting and auditing.
Item 6. Indemnification of Directors and Officers
The Company is a Delaware corporation. Section 145 of the Delaware
General Corporation Law generally provides that a corporation is empowered to
indemnify any person who is made a party to any threatened, pending or
completed action, suit or proceeding by reason of the fact that he is or was a
director, officer, employee or agent of the Company or is or was serving, at
the request of the Company, in any of such capacities of another corporation or
other enterprise, if such director, officer, employee or agent acted in good
faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the Company and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful.
Section 145 describes in detail the right of the Company to indemnify any such
person. The Certificate of Incorporation of the Company and indemnification
agreements between the Company and each of its officers and directors provide
generally for indemnification of all such directors, officers and agents to the
fullest extent permitted under law. The Company's Certificate of Incorporation
eliminates the liability of directors to the fullest extent permitted under
law. The Company's directors and officers currently are covered by directors'
and officers' liability insurance.
For the undertaking with respect to indemnification, see Item 9 herein.
Item 8. Exhibits
Exhibit No. Exhibit
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4.1 - Restated Certificate of Incorporation of Commercial Metals
Company, filed as Exhibit (3)(i) to the Company's Form 10-K
for the fiscal year ended August 31, 1993 and incorporated by
reference herein.
4.2 - Certificate of Amendment of Restated Certificate of
Incorporation of Commercial Metals Company, dated February 1,
1994, filed as Exhibit (3)(i)a to the Company's Form 10-K for
the fiscal year ended August 31, 1995 and incorporated by
reference herein.
4.3 - Certificate of Amendment of Restated Certificate of
Incorporation of Commercial Metals Company, dated February 17,
1995, filed as Exhibit (3)(i)b to the Company's Form 10-K for
the fiscal year ended August 31, 1995 and incorporated by
reference herein.
4.4 - Certificate of Designation, Preferences and Rights of Series
A Preferred Stock, filed as Exhibit 2 to the Company's Form
8-A filed August 3, 1999 and incorporated by reference herein.
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4.5 - Bylaws of Commercial Metals Company, as amended, filed as
Exhibit (3)(ii) to the Company's Form 10-K for the fiscal year
ended August 31, 1993 and incorporated by reference herein.
*4.6 - Commercial Metals Company 1999 Non-Employee Director Stock
Option Plan.
*5.1 - Opinion of David M. Sudbury with respect to validity of
issuance of securities.
*23.1 - Consent of Deloitte & Touche LLP.
*23.2 - Consent of David M. Sudbury (included in Exhibit 5.1).
*24.1 - Power of Attorney (included on the signature page of the
Registration Statement)
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* Filed herewith.
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 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;
(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 information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by
the registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in this
registration statement.
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(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; and
(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.
(b) The undersigned registrant hereby undertakes that, for the 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 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 this
registration statement shall be deemed to be a new registration statement
relating to the securities offered herein, 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 Securities Act of 1933 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 Securities Act of 1933 and will be governed by the final
adjudication of such issue.
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SIGNATURES AND POWER OF ATTORNEY
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 Dallas, State of Texas, on the 31st day of
July, 2000.
COMMERCIAL METALS COMPANY
By: /s/ William B. Larson
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William B. Larson
Vice President and
Chief Financial Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints each of Stanley A. Rabin and David M. Sudbury,
his or her true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign, execute and file with the
Securities and Exchange Commission and any state securities regulatory board or
commission any documents relating to the proposed issuance and registration of
the securities offered pursuant to this Registration Statement on Form S-8
under the Securities Act of 1933, including any amendment or amendments
relating thereto (and any additional Registration Statement related hereto
permitted by Rule 462(b) promulgated under the Securities Act of 1933,
including any amendment or amendments relating thereto), with all exhibits and
any and all documents required to be filed with respect thereto with any
regulatory authority, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises in order to
effectuate the same as fully to all intents and purposes as he or she might or
could do if personally present, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or either of them, or their or his substitute or
substitutes, may lawfully do or cause to be done.
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Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-8 has been signed by the following persons on
behalf of the Registrant in the capacities and on the dates indicated:
Signature Title Date
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/s/ Albert A. Eisenstat Director July 31, 2000
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Albert A. Eisenstat
/s/ Moses Feldman Director July 31, 2000
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Moses Feldman
/s/ A. Leo Howell Vice President July 31, 2000
- -------------------------------------------- and Director
A. Leo Howell
/s/ Ralph E. Loewenberg Director July 31, 2000
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Ralph E. Loewenberg
/s/ Anthony A. Massaro Director July 31, 2000
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Anthony A. Massaro
/s/ Dorothy G. Owen Director July 31, 2000
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Dorothy G. Owen
/s/ Stanley A. Rabin Chairman, President, July 31, 2000
- -------------------------------------------- Chief Executive
Stanley A. Rabin Officer and Director
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Signature Title Date
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/s/ Marvin Selig Chairman and July 31, 2000
- -------------------------------------------- Chief Executive Officer -
Marvin Selig CMC Steel Group
and Director
/s/ Robert R. Womack Director July 31, 2000
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Robert R. Womack
/s/ William B. Larson Vice President and July 31, 2000
- -------------------------------------------- Chief Financial
William B. Larson Officer (Principal
Financial Officer)
/s/ Malinda G. Passmore Controller (Principal July 31, 2000
- -------------------------------------------- Accounting Officer)
Malinda G. Passmore
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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4.1 - Restated Certificate of Incorporation of Commercial Metals Company,
filed as Exhibit (3)(i) to the Company's Form 10-K for the fiscal year
ended August 31, 1993 and incorporated by reference herein.
4.2 - Certificate of Amendment of Restated Certificate of Incorporation of
Commercial Metals Company, dated February 1, 1994, filed as Exhibit
(3)(i)a to the Company's Form 10-K for the fiscal year ended August 31,
1995 and incorporated by reference herein.
4.3 - Certificate of Amendment of Restated Certificate of Incorporation of
Commercial Metals Company, dated February 17, 1995, filed as Exhibit
(3)(i)b to the Company's Form 10-K for the fiscal year ended August 31,
1995 and incorporated by reference herein.
4.4 - Certificate of Designation, Preferences and Rights of Series A Preferred
Stock, filed as Exhibit 2 to the Company's Form 8-A filed August 3, 1999
and incorporated by reference herein.
4.5 - Bylaws of Commercial Metals Company, as amended, filed as Exhibit
(3)(ii) to the Company's Form 10-K for the fiscal year ended August 31,
1993 and incorporated by reference herein.
*4.6 - Commercial Metals Company 1999 Non-Employee Director Stock Option
Plan.
*5.1 - Opinion of David M. Sudbury with respect to validity of issuance of
securities.
*23.1 - Consent of Deloitte & Touche LLP.
*23.2 - Consent of David M. Sudbury (included in Exhibit 5.1).
*24.1 - Power of Attorney (included on the signature page of the Registration
Statement).
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* Filed herewith.