As filed with the Securities and Exchange Commission on July 20, 2005
Registration Statement No. 000-51307
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 4
to
Form 10
GENERAL FORM FOR REGISTRATION OF SECURITIES
Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934
Chaparral Steel Company
(Exact name of registrant as specified in its charter)
| Delaware | 20-2373478 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
| 300 Ward Road Midlothian, Texas |
76065 | |
| (Address of registrant’s principal executive offices) | (Zip Code) | |
(972) 775-8241
(Registrant’s telephone number including area code)
Securities to be registered pursuant to Section 12(b) of the Act
None
Securities to be registered pursuant to Section 12(g) of the Act
Common Stock, $0.01 par value
Preferred Stock Purchase Rights
CHAPARRAL STEEL COMPANY
INFORMATION REQUIRED IN INFORMATION STATEMENT
Our Information Statement is Exhibit 99.1 to this Form 10. For your convenience, we have provided below a cross-reference sheet identifying where the items required by Form 10 can be found in the Information Statement.
| Item No. |
Caption |
Location in Information Statement | ||
| 1. | Business | “Summary”; “Risk Factors”; “The Spin-Off”; “Management’s Discussion and Analysis of Financial Condition and Results of Operations”; “Business”; “Arrangements between TXI and Chaparral Steel Company”; and “Where You Can Find More Information” | ||
| 2. | Financial Information | “Summary”; “Capitalization”; “Selected Consolidated Financial and Other Data”; “Unaudited Pro Forma Consolidated Condensed Financial Information”; “Management’s Discussion and Analysis of Financial Condition and Results of Operations”; and “Index to Financial Statements” | ||
| 3. | Properties | “Business—Our Plants and Products” | ||
| 4. | Security Ownership of Certain Beneficial Owners and Management | “Beneficial Ownership of Our Common Stock” | ||
| 5. | Directors and Executive Officers | “Management” | ||
| 6. | Executive Compensation | “Arrangements between TXI and Chaparral Steel Company” and “Management” | ||
| 7. | Certain Relationships and Related Transactions |
“Arrangements between TXI and Chaparral Steel Company”; and “Certain Relationships and Related Transactions” | ||
| 8. | Legal Proceedings | “Business—Legal Proceedings” | ||
| 9. | Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters |
“Summary”; “The Spin-Off”; “Dividend Policy”; and “Description of Capital Stock” | ||
| 10. | Recent Sales of Unregistered Securities | Not Applicable | ||
| 11. | Description of Registrant’s Securities to be Registered | “Description of Capital Stock” | ||
| 12. | Indemnification of Directors and Officers | “Indemnification of Officers and Directors” | ||
| 13. | Financial Statements and Supplementary Data | “Summary”; “Selected Consolidated Financial and Other Data”; “Unaudited Pro Forma Consolidated Condensed Financial Information”; “Management’s Discussion and Analysis of Financial Condition and Results of Operations”; and “Index to Financial Statements” | ||
| 14. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | Not Applicable | ||
| 15. | Financial Statements and Exhibits | “Index to Financial Statements” and “Exhibit Index” |
Exhibit Index
| Exhibit Number |
Description | |
| *3.1 | Amended and Restated Certificate of Incorporation of Chaparral Steel Company, a Delaware corporation | |
| *3.2 | Bylaws of Chaparral Steel Company, a Delaware corporation | |
| *4.1 | Form of Rights Agreement between Chaparral Steel Company and Trustee | |
| *10.1 | Separation and Distribution Agreement between Chaparral Steel Company and Texas Industries, Inc. | |
| *10.2 | Tax Sharing and Indemnification Agreement between Chaparral Steel Company and Texas Industries, Inc. | |
| *10.3 | Chaparral Steel Company 2005 Omnibus Equity Compensation Plan | |
| *10.4 | Credit agreement dated as of June 16, 2005 among Registrant and various lenders | |
| *21.1 | Subsidiaries of the Registrant | |
| 99.1 | Information Statement dated July 19, 2005 | |
| * | Previously filed. |
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange act of 1934, the registrant has duly caused this Amendment No. 4 to Form 10 registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.
| CHAPARRAL STEEL COMPANY (Registrant) | ||||||||
| Date: July 19, 2005 | By | /S/ TOMMY A. VALENTA | ||||||
| Tommy A. Valenta President and Chief Executive Officer | ||||||||