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As filed with the Securities and Exchange Commission on October 30, 1997
Registration No. 333
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ALUMAX INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 13-2762395
(STATE OR OTHER JURISDICTION OF (I.R.S. Employer
INCORPORATION OR ORGANIZATION) Identification No.)
3424 PEACHTREE ROAD, N.E.
SUITE 2100
ATLANTA, GEORGIA 30326
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (Zip Code)
1993 LONG TERM INCENTIVE PLAN AS AMENDED AND RESTATED
(AS FURTHER AMENDED ON SEPTEMBER 4, 1997)
(FULL TITLE OF PLAN)
------------------
HELEN M. FEENEY
VICE PRESIDENT AND CORPORATE SECRETARY
ALUMAX INC.
3424 PEACHTREE ROAD, N.E.
SUITE 2100
ATLANTA, GEORGIA 30326
(NAME AND ADDRESS OF AGENT FOR SERVICE)
(404) 846-4531
(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
CALCULATION OF REGISTRATION FEE
==================================================================================================================
PROPOSED PROPOSED
MAXIMUM MAXIMUM
AMOUNT OFFERING AGGREGATE AMOUNT OF
TITLE OF SECURITIES TO BE PRICE PER OFFERING REGISTRATION
TO BE REGISTERED REGISTERED SHARE (1) PRICE (1) FEE
- ------------------------------------------------------------------------------------------------------------------
COMMON STOCK $.01 2,210,129 $31.25 $69,066,531 $20,930
PAR VALUE PER SHARE SHARES
(INCLUDING RIGHTS)(2)
==================================================================================================================
(1) ESTIMATED SOLELY FOR THE PURPOSE OF CALCULATING THE REGISTRATION FEE. SUCH
ESTIMATE HAS BEEN COMPUTED IN ACCORDANCE WITH RULE 457(H) BASED UPON THE
AVERAGE OF THE HIGH AND LOW PRICE OF THE COMMON STOCK OF ALUMAX INC. AS
REPORTED ON THE NEW YORK STOCK EXCHANGE COMPOSITE TRANSACTIONS TAPE ON OCTOBER
28, 1997.
(2) EACH SHARE OF COMMON STOCK HAS ONE RIGHT THAT, AT SPECIFIED TIMES AND IN
CERTAIN CIRCUMSTANCES, ENTITLES THE HOLDER THEREOF TO PURCHASE SECURITIES OF
ALUMAX INC. OR, IN CERTAIN CASES, OF CERTAIN OTHER ENTITIES.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The contents of Alumax Inc.'s prior registration statement on Form S-8
(File No. 33-83008) with respect to its 1993 Long Term Incentive Plan as Amended
and Restated are incorporated herein by reference.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The validity of the shares of Common Stock offered hereby will be
passed upon for the Registrant by Sullivan & Cromwell, New York, New York. In
rendering their opinion regarding the validity of the Rights, Sullivan &
Cromwell will note that the question of whether the Board of Directors of the
Registrant might be required to redeem the Rights at some future time will
depend upon the facts and circumstances existing at the time and, accordingly,
is beyond the scope of such opinion. W. Loeber Landau, a partner of Sullivan &
Cromwell, is a Director of the Registrant. As of September 30, 1997, Mr. Landau
beneficially owned 23,182 shares of Common Stock and held options on 10,000
shares of Common Stock, all of which are currently exercisable.
ITEM 8. EXHIBITS
4.1 Restated Certificate of Incorporation of Alumax Inc., filed
as Exhibit 3.01 to the Registrant's Annual Report on Form
10-K for the fiscal year ended December 31, 1993 and
incorporated herein by reference.
4.2 Restated By-laws of Alumax Inc., as amended on September 5,
1996, filed as Exhibit 3.01 to the Registrant's Quarterly
Report on Form 10-Q for the quarterly period ended September
30, 1996 and incorporated herein by reference.
4.3 Rights Agreement, dated as of February 22, 1996, between
Alumax Inc. and Chemical Mellon Shareholder Services, L.L.C.,
as Right Agent, including as Exhibit A the forms of Rights
Certificate and Election to Exercise and as Exhibit B the
form of Certificate of Designation and Terms of the
Participating Preferred Stock of Alumax Inc., filed as
Exhibit 4 to the Registrant's Current Report on Form 8-K,
dated February 22, 1996 and incorporated herein by reference.
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4.4 Form of Common Stock Certificate, filed as Exhibit 4.01 to
the Company's Registration Statement on Form S-1 (Commission
File No. 33-69442) and incorporated herein by reference.
5.1 Opinion of Sullivan & Cromwell regarding the legality of the
securities being registered.
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Sullivan & Cromwell (contained in Exhibit 5.1).
24.1 Power of Attorney.
99.1 Alumax Inc. 1993 Long Term Incentive Plan as Amended and
Restated (as Further Amended on September 4, 1997).
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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 of 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 Atlanta, State of Georgia, on October 30, 1997.
ALUMAX INC.
BY:/s/ Helen M. Feeney
---------------------------
Helen M. Feeney
Vice President and
Corporate Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed on October 30, 1997, by the following
persons in the capacities indicated:
Signature Capacity
* Chairman, Chief Executive Officer and Director
- ----------------------------------- (Principal Executive and Financial Officer)
Allen Born
* Director
- -----------------------------------
J. Dennis Bonney
* Director
- -----------------------------------
Harold Brown
* Director
- -----------------------------------
L. Don Brown
* Director
- -----------------------------------
Pierre Des Marais II
* Director
- -----------------------------------
James C. Huntington, Jr.
* Director
- -----------------------------------
W. Loeber Landau
* Director
- -----------------------------------
Paul W. MacAvoy
* Director
- -----------------------------------
Anne Wexler
* Vice President and Controller (Principal Accounting Officer)
- -----------------------------------
Kevin J. Krakora
* By:/s/ Helen M. Feeney
------------------------------
Helen M. Feeney
As Attorney-in-Fact for each of the persons indicated
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EXHIBIT INDEX
EXHIBITS.
4.1 Restated Certificate of Incorporation of Alumax Inc., filed as Exhibit
3.01 to the Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1993 and incorporated herein by reference.
4.2 Restated By-laws of Alumax Inc., as amended on September 5, 1996, filed
as Exhibit 3.01 to the Registrant's Quarterly Report on Form 10-Q for
the quarterly period ended September 30, 1996 and incorporated herein
by reference.
4.3 Rights Agreement, dated as of February 22, 1996, between Alumax Inc.
and Chemical Mellon Shareholder Services, L.L.C., as Rights Agent,
including as Exhibit A the forms of Rights Certificate and Election to
Exercise and as Exhibit B the form of Certificate of Designation and
Terms of the Participating Preferred Stock of Alumax Inc., filed as
Exhibit 4 to the Registrant's Current Report on Form 8-K, dated
February 22, 1996 and incorporated herein by reference.
4.4 Form of Common Stock Certificate, filed as Exhibit 4.01 to the
Company's Registration Statement on Form S-1 (Commission File No.
33-69442) and incorporated herein by reference.
5.1 Opinion of Sullivan & Cromwell regarding the legality of the
securities being registered.
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Sullivan & Cromwell (contained in Exhibit 5.1).
24.1 Power of Attorney.
99.1 Alumax Inc. 1993 Long Term Incentive Plan as Amended and Restated (as
Further Amended on September 4, 1997).