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As filed with the Securities and Exchange Commission on May 29, 1997
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 1996 LONG-TERM INCENTIVE 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 . . . . 1,000,000 shares(1) $ 28.267(1) $ 28,266,765(1) $ 8,566(1)
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(1) The 1,000,000 shares of Common Stock registered hereby represent (i) the
maximum number of shares (390,251) which could be purchased upon the
exercise of all stock options now outstanding under the Commercial
Metals Company 1996 Long-Term Incentive Plan (the "Plan") and (ii) the
maximum number of shares (609,749) that may hereafter be issued pursuant
to options granted or awards of Common Stock made after the date of this
Registration Statement under the Plan (including shares expected to be
added in subsequent years pursuant to the terms of such Plan). For
purposes of computing the aggregate offering price and the registration
fee, such computation has been made in accordance with paragraphs (c)
and (h) of Rule 457 on the basis of (i) the prices at which options
previously granted under the Plan may be exercised and (ii) the average
high and low sale prices for the Company's Common Stock on May 21, 1997,
as reported in New York Stock Exchange Composite transactions with
respect to Common stock that could be issued under the Plan in the
future pursuant to options and other awards that have not been granted
or made under the Plan as of the date of this Registration Statement.
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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, 1996;
(b) The Company's Quarterly Report on Form 10-Q for its fiscal
quarter ended November 30, 1996;
(c) The Company's Quarterly Report on Form 10-Q for its fiscal
quarter ended February 28, 1997; and
(d) 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, 1996 have been audited
by Deloitte & Touche LLP, independent auditors, as stated in their reports,
which are incorporated herein by reference, and have been so incorporated in
reliance upon the reports of such firm given upon their authority as experts in
accounting and auditing.
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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, as amended, 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 - 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.
*4.3 - Commercial Metals Company 1996 Long-Term Incentive 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).
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*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.
(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
bonafide 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
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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
bonafide 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 21st day of May,
1997.
COMMERCIAL METALS COMPANY
By: /s/ Stanley A. Rabin
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Stanley A. Rabin
President and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints each of Lawrence A. Engels 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.
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 May 21, 1997
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Albert A. Eisenstat
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/s/ Moses Feldman Director May 21, 1997
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Moses Feldman
/s/ Laurence E. Hirsch Director May 21, 1997
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Laurence E. Hirsch
/s/ A. Leo Howell Vice President May 21, 1997
- ---------------------------- and Director
A. Leo Howell
/s/ Walter F. Kammann Director May 21, 1997
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Walter F. Kammann
/s/ Ralph E. Loewenberg Director May 21, 1997
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Ralph E. Loewenberg
/s/ Dorothy G. Owen Director May 21, 1997
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Dorothy G. Owen
/s/ Charles B. Peterson Director May 21, 1997
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Charles B. Peterson
/s/ Stanley A. Rabin President, Chief Executive May 21, 1997
- ---------------------------- Officer and Director
Stanley A. Rabin
/s/ Marvin Selig President - Steel Group May 21, 1997
- ---------------------------- and Director
Marvin Selig
/s/ Lawrence A. Engels Vice President and May 21, 1997
- ---------------------------- Chief Financial Officer
Lawrence A. Engels (Principal Financial Officer)
/s/ William B. Larson Controller (Principal May 21, 1997
- ---------------------------- Accounting Officer)
William B. Larson
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EXHIBIT INDEX
Exhibit No. Exhibit
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4.1 - Restated Certificate of Incorporation of Commercial Metals
Company, as amended, 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 - 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.
*4.3 - Commercial Metals Company 1996 Long-Term Incentive 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.