Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ALLEGHENY TECHNOLOGIES INCORPORATED
(Exact name of registrant as specified in its charter)
| Delaware | 25-1792394 | |||
|
(State or other jurisdiction of
incorporation or organization) |
(I.R.S. Employer
Identification No.) |
1000 Six PPG Place
Pittsburgh, Pennsylvania 15222-5479902
(Address of principal executive offices)
ALLEGHENY TECHNOLOGIES INCORPORATED
2007 INCENTIVE PLAN
(Full title of the plan)
Elliot S. Davis
Senior Vice President, General Counsel,
Chief Compliance Officer and Corporate Secretary
Allegheny Technologies Incorporated
1000 Six PPG Place
Pittsburgh, Pennsylvania 15222-5479
(Name and address of agent for service)
(412) 394-2800
(Telephone number, including area code, of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer | x | Accelerated filer | ¨ | |||
| Non-accelerated filer | ¨ (Do not check if a smaller reporting company) | Smaller reporting company | ¨ | |||
CALCULATION OF REGISTRATION FEE
| Title of securities to be registered |
Amount to be
registered (1) |
Proposed
maximum offering price per share |
Proposed
maximum aggregate offering price |
Amount of
registration fee |
||||||||||||
|
Common Stock, par value $0.10 per share |
2,500,000 | $ | 37.84 | (2) | $ | 94,600,000 | (2) | $ | 10,842 | |||||||
| (1) |
This Registration Statement also registers additional securities to be offered or issued upon adjustments or changes made to registered securities by reason of any stock splits, stock dividends or similar transactions as permitted by Rule 416(a) and Rule 416(b) under the Securities Act of 1933, as amended (the “Securities Act”). |
| (2) |
Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and Rule 457(h). The fee is calculated on the basis of the average of the high and low trading prices for the Registrant’s common stock on the New York Stock Exchange Composite Tape on May 15, 2012, which was $37.84. |
EXPLANATORY NOTE
This Registration Statement on Form S-8 is filed by Allegheny Technologies Incorporated, a Delaware corporation (the “Corporation” or the “Registrant”), relating to 2,500,000 shares (the “Additional Shares”) of its common stock, par value $0.10 per share (the “Common Stock”), issuable to eligible employees and non-employee directors of the Corporation under the Allegheny Technologies Incorporated 2007 Incentive Plan, as amended and restated (the “Plan”), which Additional Shares are in addition to (i) the 1,077,889 shares of Common Stock registered on the Corporation’s Form S-8 filed on May 2, 2007 (Commission File No. 333-142559), (ii) the 1,422,111 shares of Common Stock registered on the Corporation’s Form S-8 filed on November 4, 2005 (Commission File No. 333-129485), and (iii) the 2,000,000 shares of Common Stock registered on the Corporation’s Form S-8 filed on May 5, 2010 (Commission File No. 333-166628) (collectively, the “Prior Registration Statements”).
This Registration Statement relates to securities of the same class as that to which the Prior Registration Statements relate and is submitted in accordance with General Instruction E to Form S-8 regarding Registration of Additional Securities. Pursuant to Instruction E of Form S-8, the contents of the Prior Registration Statements are incorporated herein by reference and made part of this Registration Statement, except as amended hereby.
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 (the “Commission”) pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated by reference into this Registration Statement: (i) the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2011, (ii) the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2012, (iii) Current Reports on Form 8-K filed with the Commission on February 28, 2012, March 8, 2012, March 14, 2012, March 20, 2012, April 9, 2012, April 25, 2012 and May 15, 2012, in each case other than information, if any, furnished under Items 2.02 or 7.01 of Form 8-K, and (iii) the description of the Registrant’s Common Stock contained in the Registrant’s Registration Statement on Form 8-A filed on July 30, 1996, as the same may be amended.
All documents filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this Registration Statement, but prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered by this Registration Statement have been sold or which deregisters all such securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement. Each document incorporated by reference into this Registration Statement shall be deemed to be a part of this Registration Statement from the date of filing of such document with the Commission until the information contained therein is superseded or updated by any subsequently filed document which is incorporated by reference into this Registration Statement or by any document which constitutes part of the prospectus relating to the Plan meeting the requirements of Section 10(a) of the Securities Act of 1933, as amended.
| Item 5. | Interests of Named Experts and Counsel. |
The legality of the issuance of the Common Stock being registered has been passed upon for the Registrant by Elliot S. Davis, Senior Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary of the
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Registrant. Mr. Davis is regularly employed by the Registrant, participates in various employee benefit plans of the Registrant under which he may receive shares of Common Stock, restricted stock, stock appreciation rights, options to purchase shares of Common Stock, performance awards or other equity awards, and currently beneficially owns less than 1% of the outstanding shares of Common Stock.
| Item 8. | Exhibits. |
The following exhibits are filed herewith or incorporated by reference as part of this Registration Statement:
|
Exhibit No. |
Description |
|
| 4.1 | Certificate of Incorporation of Allegheny Technologies Incorporated, as amended (incorporated by reference to Exhibit 3.1 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 1999 (File No. 1-12001)). | |
| 4.2 | Amended and Restated Bylaws of Allegheny Technologies Incorporated (incorporated by reference to Exhibit 3.2 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 1998 (File No. 1-12001)). | |
| 5.1 | Opinion of Elliot S. Davis, Senior Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary of the Registrant, regarding the legality of the shares being registered hereunder. | |
| 23.1 | Consent of Ernst & Young LLP. | |
| 23.2 | Consent of Elliot S. Davis, Senior Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary of the Registrant (included in the Opinion filed as Exhibit 5.1). | |
| 24.1 | Power of Attorney (set forth on the signature page of this Registration Statement). | |
| 99.1 | Allegheny Technologies Incorporated 2007 Incentive Plan, As Amended and Restated (incorporated by reference to Exhibit 99.1 to the Registrant’s Registration Statement on Form S-8 dated May 7, 2010 (File No 333-166628)). | |
| 99.2 | Amendment No. 1 to the Allegheny Technologies Incorporated 2007 Incentive Plan, As Amended and Restated, Effective May 11, 2012. | |
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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, in the City of Pittsburgh, Commonwealth of Pennsylvania, on this 17 th day of May, 2012.
| ALLEGHENY TECHNOLOGIES INCORPORATED | ||
| By: | /s/ Richard J. Harshman | |
|
Richard J. Harshman Chairman, President and Chief Executive Officer |
||
Each person whose signature appears below constitutes and appoints Dale G. Reid, Elliot S. Davis and Marissa P. Earnest and each of them, his true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, severally, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, 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, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement and the foregoing Power of Attorney have been signed by the following persons in the capacities and on the date(s) indicated:
|
SIGNATURE |
TITLE |
DATE |
||
|
/s/ Richard J. Harshman Richard J. Harshman |
Chairman, President and Chief Executive Officer (Principal Executive Officer) |
May 17, 2012 | ||
|
/s/ Dale G. Reid Dale G. Reid |
Executive Vice President, Finance and Chief Financial Officer (Principal Financial Officer) |
May 17, 2012 | ||
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|
/s/ Karl D. Schwartz Karl D. Schwartz |
Controller and Chief Accounting Officer (Principal Accounting Officer) |
May 17, 2012 | ||
|
/s/ Diane C. Creel Diane C. Creel |
Director |
May 17, 2012 | ||
|
/s/ James C. Diggs James C. Diggs |
Director |
May 17, 2012 | ||
|
/s/ J. Brett Harvey J. Brett Harvey |
Director |
May 17, 2012 | ||
|
/s/ Barbara S. Jeremiah Barbara S. Jeremiah |
Director |
May 17, 2012 | ||
|
/s/ Michael J. Joyce Michael J. Joyce |
Director |
May 17, 2012 | ||
|
/s/ John R. Pipski John R. Pipski |
Director |
May 17, 2012 | ||
|
/s/ James E. Rohr James E. Rohr |
Director |
May 17, 2012 | ||
|
/s/ Louis J. Thomas Louis J. Thomas |
Director |
May 17, 2012 | ||
|
/s/ John D. Turner John D. Turner |
Director |
May 17, 2012 | ||
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EXHIBIT INDEX
|
Exhibit No. |
Description |
|
| 4.1 | Certificate of Incorporation of Allegheny Technologies Incorporated, as amended (incorporated by reference to Exhibit 3.1 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 1999 (File No. 1-12001)). | |
| 4.2 | Amended and Restated Bylaws of Allegheny Technologies Incorporated (incorporated by reference to Exhibit 3.2 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 1998 (File No. 1-12001)). | |
| 5.1 | Opinion of Elliot S. Davis, Senior Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary of the Registrant, regarding the legality of the shares being registered hereunder. | |
| 23.1 | Consent of Ernst & Young LLP. | |
| 23.2 | Consent of Elliot S. Davis, Senior Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary of the Registrant (included in the Opinion filed as Exhibit 5.1). | |
| 24.1 | Power of Attorney (set forth on the signature page of this Registration Statement). | |
| 99.1 | Allegheny Technologies Incorporated 2007 Incentive Plan, As Amended and Restated (incorporated by reference to Exhibit 99.1 to the Registrant’s Registration Statement on Form S-8 dated May 5, 2010 (File No 333-166628)). | |
| 99.2 | Amendment No. 1 to the Allegheny Technologies Incorporated 2007 Incentive Plan, As Amended and Restated, Effective May 11, 2012. | |
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Exhibit 5.1
May 17, 2012
Allegheny Technologies Incorporated
1000 Six PPG Place
Pittsburgh, PA 15222-5479
Ladies and Gentlemen:
I am Senior Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary of Allegheny Technologies Incorporated (the “Company”), and I have acted as counsel for the Company in connection with the preparation of the Registration Statement on Form S-8 (the “Registration Statement”) to be filed by the Company with the Securities and Exchange Commission for the registration under the Securities Act of 1933, as amended (the “Securities Act”), of 2,500,000 shares of the Company’s common stock, par value $0.10 per share (the “Shares”), which are to be issued from time to time to certain employees and non-employee directors of the Company and its affiliates in connection with the Allegheny Technologies Incorporated 2007 Incentive Plan, as amended and restated (the “Plan”).
I have examined the originals, certified copies or copies otherwise identified to my satisfaction as being true copies of the Plan and such other documents as I have deemed necessary or appropriate for purposes of this opinion.
Based on the foregoing, I am of the opinion that the Shares have been duly and validly authorized and reserved for issuance, and that the Shares, when issued under the terms of the Plan, and when the Registration Statement has become effective under the Securities Act, will be validly issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement.
| Very truly yours, | ||
| /s/ Elliot S. Davis | ||
| Elliot S. Davis, Esq. | ||
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Allegheny Technologies Incorporated 2007 Incentive Plan, as amended and restated, of our reports dated February 27, 2012, with respect to the consolidated financial statements of Allegheny Technologies Incorporated and the effectiveness of internal control over financial reporting of Allegheny Technologies Incorporated included in its Annual Report (Form 10-K) for the year ended December 31, 2011, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Pittsburgh, Pennsylvania
May 17, 2012
Exhibit 99.2
AMENDMENT NO. 1 TO THE
ALLEGHENY TECHNOLOGIES INCORPORATED
2007 INCENTIVE PLAN,
AS AMENDED AND RESTATED
This Amendment No.1 to the Allegheny Technologies Incorporated 2007 Incentive Plan, as amended and restated (the “Plan”), was adopted by the Board of Directors of Allegheny Technologies Incorporated (the “Company”), subject to the approval of the stockholders at the May 11, 2012 Annual Meeting of Stockholders, and is as follows:
1. Section 1.2 is amended by adding the following as that section’s fifth sentence:
“On February 23, 2012, the Board approved Amendment No. 1, to become effective if approved by the stockholders of the Company at its 2012 Annual Meeting of Stockholders.”
2. Section 4.1 is amended by striking “4.5 million shares” in the first sentence thereof and substituting “7 million shares”.
3. Section 6.1(b) is amended by adding the following as a new sentence at the end thereof:
“Without limiting the foregoing, neither the Board nor the Committee may amend the Plan or any Award Agreement to reprice (within the meaning of U.S. generally accepted accounting principles or any applicable stock exchange rule) any Option whose exercise price is above the then Fair Market Value of the Common Stock subject to an Option, whether by decreasing the exercise price, canceling the Option and granting a substitute Option, repurchasing the Option for cash, or otherwise.”
4. Section 6.2(b) is amended by adding the following as a new sentence at the end thereof:
“Without limiting the foregoing, neither the Board nor the Committee may amend the Plan or an Award Agreement to reprice (within the meaning of U.S. generally accepted accounting principles or any applicable stock exchange rule) any Stock Appreciation Right whose exercise price is above the then Fair Market Value of the Common Stock subject to a Stock Appreciation Right, whether by decreasing the exercise price, canceling the Stock Appreciation Right and granting a substitute Stock Appreciation Right, repurchasing the Stock Appreciation Right for cash, or otherwise.”
5. All other provisions of the Plan shall remain as in effect prior to this amendment.