As filed with the Securities and Exchange Commission
on October 2, 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)
CORDANT RETIREMENT SAVINGS AND INVESTMENT PLAN
HUCK INTERNATIONAL INC. RETIREMENT SAVINGS AND INVESTMENT PLAN
HOWMET CORPORATION SALARIED EMPLOYEES SAVINGS PLAN
HOWMET CORPORATION HOURLY EMPLOYEES SAVINGS PLAN
(Full Titles of Plans)
Lawrence R. Purtell
Executive Vice President and General 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) 553-3875
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)(2) Share(3)Price(3) Fee
Alcoa Inc.
common stock, 1,697,834 $23.78 $40,374,492.00 $10,658.87
$1 par value shares
(1) In addition, pursuant to Rule 416 under the Securities Act of 1933, as
amended, this Registration Statement also covers an indeterminate number of
interests to be offered or sold pursuant to the Plans described herein. Of the
total of 1,697,834 shares, 1,000,000 shares are allocated to the Cordant
Retirement Savings and Investment Plan; 500,000 shares are allocated to the Huck
International Inc. Retirement Savings and Investment Plan; 123,498 shares are
allocated to the Howmet Corporation Salaried Employees Savings Plan; and 74,335
shares are allocated to the Howmet Corporation Hourly Employees Savings Plan.
(2) Pursuant to Rule 416(a), also covers additional securities that may be
offered as a result of stock splits, stock dividends or similar transactions.
(3) 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 September 27, 2000
EXPLANATORY NOTE
On March 14, 2000, Alcoa Inc. ("Alcoa") and Cordant Technologies Inc.
("Cordant") announced a definitive agreement under which Alcoa would acquire all
outstanding shares of Cordant. In addition, on April 13, 2000, Alcoa announced
plans to commence a cash tender offer for all outstanding shares of Howmet
International Inc. ("Howmet"). The offer for Howmet shares was part of Alcoa's
acquisition of Cordant, which owned approximately 85% of Howmet.
On May 25, 2000 and June 20, 2000, after approval by the United States
Department of Justice and other regulatory agencies, Alcoa completed the
acquisition of Cordant and Howmet, respectively.
Huck International Inc. ("Huck") is a wholly owned subsidiary of Cordant
Howmet Corporation is wholly owned by Howmet Holdings Corporation, which is
wholly owned by Howmet. This Registration Statement relates to 1,697,834 shares
of Alcoa common stock, par value $1.00 per share (the "Common Stock"), that will
be offered or sold from time to time to eligible participants under the Cordant
Retirement Savings and Investment Plan, the Huck. Retirement Savings and
Investment Plan, the Howmet Corporation Salaried Employees Savings Plan and the
Howmet Corporation Hourly Employees Savings Plan, beginning October 2, 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 Reports on Form 10-Q for the quarters ended March 31, 2000
and June 30, 2000; and
(c) Current Reports on Form 8-K and any amendments thereto dated January
10, 2000, January 18, 2000, January 19, 2000, May 8, 2000, May 15, 2000, June
22, 2000 and July 10, 2000.
All documents filed by the Registrant or the Plans 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
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 or 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
The validity of the Common Stock to be issued in connection with the Plans
will be passed upon by Thomas F. Seligson, Esq., Counsel of Alcoa. 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
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.
Effective October 1, 2000, the Company will have purchased a three year
liability insurance policy with an aggregate limit of $150 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 expiration date of October 1, 2003 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-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.
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, the Commonwealth of Pennsylvania, on this
2nd day of October, 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 October 2, 2000
- --------------------
Alain J.P. Belda President and
Chief Executive Officer
(Principal Executive Officer)
/s/Richard B. Kelson Executive Vice President and October 2, 2000
- --------------------
Richard B. Kelson Chief Financial Officer
(Principal Financial Officer)
/s/Timothy S. Mock Vice President and October 2, 2000
- ------------------
Timothy S. Mock Controller
(Principal Accounting Officer)
Alain J.P. Belda, Kenneth W. Dam, Joseph T. Gorman, Judith M. Gueron, Hugh M.
Morgan, John P. Mulroney, Paul H. O'Neill, Henry B. Schacht, Franklin A. Thomas
and Marina v.N. Whitman, each as a Director, on October 2, 2000, by Lawrence R.
Purtell, their attorney-in-fact.
/s/Lawrence R. Purtell
Lawrence R. Purtell
Attorney-in-fact
Pursuant to the requirements of the Securities Act of 1933, the Plans'
Benefits Management Committee has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Pittsburgh, the Commonwealth of Pennsylvania, on this 2nd day of October,
2000.
Alcoa Inc. Benefits Management Committee
By: /s/Richard B Kelson
Richard B. Kelson, Member
By: /s/Robert F. Slagle
Robert F. Slagle, Member
By: /s/William J. O'Rourke, Jr.
William J. O'Rourke, Jr., Member
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.
EHXIBIT 5
October 2, 2000
U.S. Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Dear Sir or Madam:
This opinion is furnished in connection with the registration by Alcoa Inc. (the
"Company") pursuant to a Registration Statement on Form S-8 (the "Registration
Statement") under the Securities Act of 1933, as amended (the "1933 Act"), of an
aggregate of 1,697,834 shares of common stock, $1.00 par value, of the Company
(the "Shares"), which are to be offered and sold by the Company through the
following plans: the Cordant Retirement Savings and Investment Plan, the Huck
International Inc. Retirement Savings and Investment Plan, the Howmet
Corporation Salaried Employees Savings Plan and the Howmet Corporation Hourly
Employees Savings Plan (collectively, the "Plans").
As counsel of the Company, I am of the opinion, based upon my familiarity with
the affairs of the Company and upon my examination of the law and pertinent
documents, that the Shares, when issued and sold pursuant to the Plans, will be
legally issued, fully paid and non-assessable shares of common stock of the
Company.
I hereby consent to the filing of this opinion with the Securities and Exchange
Commission (the "Commission") as an Exhibit to the Registration Statement with
respect to the Shares under the 1933 Act. In giving this consent, I do not admit
that I am in the category of persons whose consent is required under Section 7
of the Securities Act or the Rules and Regulations of the Commission issued
thereunder.
Very truly yours,
/s/Thomas F. Seligson
Thomas F. Seligson
EXHIBIT 23a
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 related to the Cordant Retirement Savings and Investment
Plan, Huck International Inc. Retirement Savings and Investment Plan, Howmet
Corporation Salaried Employees Savings Plan, and the Howmet Corporation Hourly
Employees Savings Plan, of our reports dated January 10, 2000, except for Note
V, for which the date is February 11, 2000, on our audits of the consolidated
financial statements and financial statement schedule of Alcoa Inc. and
consolidated subsidiaries as of December 31, 1999 and 1998, and for each of the
three years in the period ended December 31, 1999, which reports are
incorporated by reference or included in the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 1999.
/s/PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Pittsburgh, Pennsylvania
October 2, 2000
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned Directors of
Alcoa Inc. (the "Company") hereby constitute and appoint RICHARD B. KELSON,
ROBERT G. WENNEMER, TIMOTHY S. MOCK and LAWRENCE R. PURTELL, or any of them,
their true and lawful attorneys and agents to do any and all acts and things and
execute any and all instruments which said attorneys and agents, or any of them,
may deem necessary or advisable or may be required to enable the Company to
comply with the Securities Act of 1933, as amended, and any rules, regulations
or requirements of the Securities and Exchange Commission in respect thereof, in
connection with the registration under said Act of shares of common stock of the
Company to be issued and distributed pursuant to the Cordant Retirement Savings
and Investment Plan, the Huck International Inc. Retirement Savings and
Investment Plan, the Howmet Corporation Salaried Employees Savings Plan and the
Howmet Corporation Hourly Employees Savings Plan or any successor plans (the
"Plans"), and interests of participation in such Plans, including specifically,
but without limiting the generality of the foregoing, power and authority to
sign the name of the undersigned Directors to any registration statements to be
filed with the Securities and Exchange Commission in respect of said Plans and
shares of common stock, and interests of participation in such Plans, or any of
them, to any and all pre-effective amendments, post-effective amendments and
supplements to any such registration statements, and to any instruments or
documents filed as part of or in connection with any such registration
statements or pre-effective amendments or post-effective amendments or
supplements thereto; and the undersigned hereby ratify and confirm all that said
attorneys and agents, or any of them, shall do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned have subscribed these presents on the
date set opposite their names below.
July 14, 2000 /s/ Kenneth W. Dam
Kenneth W. Dam
July 14, 2000 /s/Joseph T. Gorman
Joseph T. Gorman
July 14, 2000 /s/Judith M. Gueron
Judith M. Gueron
July 14, 2000 /s/Hugh M. Morgan
Hugh M. Morgan
July 14, 2000 /s/John P. Mulroney
John P. Mulroney
July 14, 2000 /s/Paul H. O'Neill
Paul H. O'Neill
July 14, 2000 /s/Henry B. Schacht
Henry B. Schacht
July 14, 2000 /s/Franklin A. Thomas
Franklin A. Thomas
July 14, 2000 /s/Marina v.N. Whitman
Marina v.N. Whitman
EXHIBIT 15
October 2, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: Alcoa Inc.
We are aware that our reports dated April 6, 2000, and July 10, 2000, except for
note L, for which the date is July 20, 2000, accompanying interim financial
information of Alcoa Inc. and subsidiaries for the three-month and six-month
periods ended March 31, and June 30, 2000 and 1999, and included in Alcoa's
Quarterly Reports on Form 10-Q for the periods then ended, are incorporated by
reference in this registration statement dated October 2, 2000, related to the
Cordant Retirement Savings and Investment Plan, Huck International Inc.
Retirement Savings and Investment Plan, Howmet Corporation Salaried Employees
Savings Plan, and the Howmet Corporation Hourly Employees Savings Plan. Pursuant
to Rule 436(c) under the Securities Act of 1933, these reports should not be
considered a part of the registration statement prepared or certified by us
within the meaning of Sections 7 and 11 of that Act.
Very truly yours,
/s/PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
