As filed with the Securities and Exchange Commission on February 19, 2002
Registration No. 333- __________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------------------
RTI INTERNATIONAL METALS, INC.
(Exact name of Registrant as specified in its charter)
OHIO 52-2115953
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
1000 WARREN AVENUE 44446
NILES, OHIO (Zip Code)
(Address of Principal Executive Offices)
RTI INTERNATIONAL METALS, INC. 2002 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
(Full title of the plan)
TIMOTHY G. RUPERT
PRESIDENT & CHIEF EXECUTIVE OFFICER
RTI INTERNATIONAL METALS, INC.
1000 WARREN AVENUE
NILES, OHIO 44446
(330) 544-7622
(Name and address, including zip code, and
telephone number of agent for service)
Copy to:
RICHARD D. ROSE, ESQUIRE DAWNE S. HICKTON, ESQUIRE
BUCHANAN INGERSOLL PROFESSIONAL CORPORATION VICE PRESIDENT AND GENERAL COUNSEL
ONE OXFORD CENTRE RTI INTERNATIONAL METALS, INC.
301 GRANT STREET 20TH FLOOR 1000 WARREN AVENUE
PITTSBURGH, PA 15219-1410 NILES, OHIO 44446
(412) 562-8425 (330) 544-7818
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CALCULATION OF REGISTRATION FEE
======================================= ================= ====================== ====================== ==============
AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES REGISTERED OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION
TO BE REGISTERED SHARE (1) PRICE (1) FEE (2)
--------------------------------------- ----------------- ---------------------- ---------------------- --------------
Common Stock, par value $0.01 500,000 10.05 $5,025,000 $462.30
======================================= ================= ====================== ====================== ==============
(1) Estimated solely for purposes of calculating the registration fee in
accordance with Rule 457(h) under the Securities Act of 1933, as amended
(the "Securities Act") and based on the average of the high and low sales
prices of the Common Stock on the New York Stock Exchange on February 14,
2002.
(2) Calculated pursuant to Section 6(b) of the Securities Act.
RTI INTERNATIONAL METALS, INC.
REGISTRATION STATEMENT ON FORM S-8
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3 INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents and information previously filed with the SEC
by RTI International Metals, Inc. (the "Company") are incorporated herein by
reference and made a part hereof:
(a) The Company's latest annual report on Form 10-K for the fiscal
year ended December 31, 2000;
(b) All other reports filed pursuant to Section 13(a) or 15(d) of
the Exchange Act since the end of the fiscal year covered by
the document referred to in (a) above; and
(c) The description of the Company's common stock which is
contained in the Company's registration statement on Form 8-A
(Registration No. 1-14437), dated August 21, 1998, including
any amendment or report filed for the purpose of updating such
description.
Any statement contained in a document incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this registration
statement to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modified or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this registration statement.
ITEM 4 DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5 INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6 INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant's Code of Regulations effectively provide that the
Registrant, to the full extent permitted by Section 1701.13 of the Ohio Revised
Code, as amended from time to time ("Section 1701.13"), shall indemnify all
directors and officers of the Company and may indemnify all employees,
representatives and other persons as permitted pursuant thereto.
Section 1701.13 of the Ohio Revised Code permits a corporation to
indemnify its officers, directors and employees (other than in certain cases
involving bad faith, negligence or misconduct) from and against any and all
claims and liabilities to which he or she may become subject by reason of his or
her position, or acts or commissions in such position, including reasonable
costs of defense and settlements (except in connection with shareholder
derivative suits, where indemnification is limited to the costs of defense).
Ohio law also permits corporations to provide broader indemnification than that
provided by statute.
RTI maintains insurance against liabilities under the Securities Act of
1933 (the "Securities Act") for the benefit of its officers and directors.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or persons controlling RTI pursuant
to the foregoing provisions, 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 Securities Act and is therefore
unenforceable.
ITEM 7 EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8 EXHIBITS
Exhibit Description
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4.1 Amended and Restated Articles of Incorporation of the Company,
effective April 29, 1999, incorporated by reference to the
Company Quarterly Report of Form 10-Q for the quarter ended
March 31, 1999.
4.2 Amended Code of Regulations of the Company, incorporated by
reference to Exhibit 3.3 of the Company's Registration Statement
on Form S-4 Registration No. 333-61935.
4.3 RTI International Metals, Inc. 2002 Non-Employee Director Stock
Option Plan.*
5 Opinion of Buchanan Ingersoll Professional Corporation regarding
the legality of the securities being registered.*
23.1 Consent of PricewaterhouseCoopers LLP.*
23.2 Consent of Buchanan Ingersoll Professional Corporation (included
in the opinion filed as Exhibit 5 to this registration
statement).*
24 Power of Attorney (included on the signature page of this
registration statement).*
* 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;
(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 SEC pursuant to Rule 424(b) if,
in the aggregate, the changes in volume and price represent no
more than 20 percent change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table
in the effective registration statement; and
(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 registration statement is on Form S-3 or Form S-8, and 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 SEC by the registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated
by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, 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 Exchange Act) 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.
(c) Insofar as indemnification for liabilities arising under the Securities Act
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 SEC such indemnification is against
public policy as expressed in the Securities Act 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 and will be governed by the final
adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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 Form S-8
to be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Niles, State of Ohio, on February 15, 2002.
RTI International Metals, Inc.
By: /s/ Timothy G. Rupert
--------------------------------------------
Timothy G. Rupert
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Timothy G. Rupert, Lawrence W. Jacobs and
Dawne S. Hickton and each of them, either of whom may act without joinder of the
other, 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 any or all 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 such 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 or she might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, and each of them, or
the substitute or substitutes of either of them, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement on Form S-8 has been signed below by the following
persons in the capacities indicated below on February 15, 2002.
SIGNATURE TITLE
--------- -----
Director, President and Chief Executive Officer
/s/ Timothy G. Rupert (Principal Executive Officer)
-----------------------------------------------------
Timothy G. Rupert
/s/ Lawrence W. Jacobs Vice President, Chief Financial Officer and Treasurer
----------------------------------------------------- (Principal Financial and Principal Accounting Officer)
Lawrence W. Jacobs
/s/ Craig R. Andersson
----------------------------------------------------- Director
Craig R. Andersson
/s/ Neil A. Armstrong
----------------------------------------------------- Director
Neil A. Armstrong
SIGNATURE TITLE
--------- -----
/s/ Daniel I. Booker
-------------------------------------------- Director
Daniel I. Booker
/s/ Ronald L. Gallatin
-------------------------------------------- Director
Ronald L. Gallatin
/s/ Charles C. Gedeon
-------------------------------------------- Director
Charles C. Gedeon
/s/ Robert M. Hernadez
-------------------------------------------- Director
Robert M. Hernadez
/s/ Edith E. Holiday
-------------------------------------------- Director
Edith E. Holiday
/s/ John H. Odle
-------------------------------------------- Director
John H. Odle
/s/ Wesley W. Von Schack
-------------------------------------------- Director
Wesley W. Von Schack
INDEX TO EXHIBITS
Exhibit Description
------- -----------
4.1 Amended and Restated Articles of Incorporation of the Company,
effective April 29, 1999, incorporated by reference to the
Company Quarterly Report of Form 10-Q for the quarter ended
March 31, 1999.
4.2 Amended Code of Regulations of the Company, incorporated by
reference to Exhibit 3.3 of the Company's Registration Statement
on Form S-4 Registration No. 333-61935.
4.3 RTI International Metals, Inc. 2002 Non-Employee Director Stock
Option Plan.*
5 Opinion of Buchanan Ingersoll Professional Corporation regarding
the legality of the securities being registered.*
23.1 Consent of PricewaterhouseCoopers LLP.*
23.2 Consent of Buchanan Ingersoll Professional Corporation (included
in the opinion filed as Exhibit 5 to this registration
statement).*
24 Power of Attorney (included on the signature page of this
registration statement).*
* Filed herewith.