As filed with the Securities and Exchange Commission on June 18, 2002
Registration No. 333-
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
COMMERCIAL METALS COMPANY
(Exact name of registrant as specified in its charter)
DELAWARE 75-0725338
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
7800 STEMMONS FREEWAY
DALLAS, TEXAS 75247
(Address of Principal Office) (Zip Code)
-------------------------------------------------
COMMERCIAL METALS COMPANY 1996 LONG-TERM INCENTIVE PLAN
(Full title of the Plan)
-------------------------------------------------
DAVID M. SUDBURY
VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL
COMMERCIAL METALS COMPANY
7800 STEMMONS FREEWAY
DALLAS, TEXAS 75247
(Name and address of agent for service)
(214) 689-4300
(Telephone number, including area code, of agent for service)
With copies to:
William R. Hays, III
Haynes and Boone, LLP
901 Main Street, Suite 3100
Dallas, Texas 75202
-------------------------------------------------
CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------------------------
AMOUNT PROPOSED
TITLE OF SECURITIES TO BE MAXIMUM OFFERING PROPOSED MAXIMUM AMOUNT OF
TO BE REGISTERED REGISTERED(1)(2)(3) PRICE PER SHARE(4) AGGREGATE OFFERING PRICE(4) REGISTRATION FEE(4)
------------------- ------------------- ------------------ --------------------------- -------------------
Common Stock, $5.00 par value
per share ................... 1,125,000 shares $43.475 $48,909,375 $4,500
------------------------------------------------------------------------------------------------------------------------------------
(1) The securities to be registered represent an aggregate of 1,125,000 shares
of Commercial Metals Company (the "Company") common stock, par value $5.00
per share (the "Common Stock"), reserved for issuance under the Commercial
Metals Company 1996 Long-Term Incentive Plan (the "Plan"). The Plan has
been amended by the Company (i) to increase the number of shares of Common
Stock issuable under the Plan by 500,000 shares of Common Stock and (ii) to
increase the number of shares of Common Stock issuable under the Plan by
750,000 shares of Common Stock. The aggregate number additional shares of
Common Stock issuable under the Plan pursuant to these two increases
(1,125,000 shares) are being registered by this Registration Statement.
(2) Pursuant to Rule 416 promulgated under the Securities Act of 1933, as
amended (the "Securities Act") this Registration Statement shall also cover
such indeterminable number of additional shares of Common Stock as may
become issuable pursuant to terms designed to prevent dilution resulting
from stock splits, stock dividends, mergers or combinations or similar
events.
(3) Each share is accompanied by a preferred stock purchase right pursuant to a
Rights Agreement between the Company and Mellon Investor Services, LLC
(formerly known as ChaseMellon Shareholders Services, L.L.C.), as Rights
Agent.
(4) The offering price per share, aggregate offering price and registration fee
have been calculated in accordance with paragraphs (c) and (h)(1) of Rule
457 promulgated under the Securities Act, based on the average high and low
sales prices for the Common Stock reported on the consolidated reporting
system of the New York Stock Exchange on June 14, 2002 (which is within
five business days prior to the filing of this Registration Statement),
which was $43.475 per share.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
REGISTRATION OF ADDITIONAL SECURITIES
Pursuant to this Registration Statement, Commercial Metals Company (the
"Company" or the "Registrant") hereby registers 1,125,000 shares of its common
stock, par value $5.00 per share (the "Common Stock"), for issuance under the
Commercial Metals Company 1996 Long-Term Incentive Plan (the "Plan"). This
registration of 1,125,000 shares of Common Stock will increase the number of
shares registered for issuance under the Plan to an aggregate of 2,125,000
shares of Common Stock, subject to adjustment as provided in the Plan.
Pursuant to General Instruction E of Form S-8, this Registration
Statement incorporates by reference the contents of the Company's Registration
Statement on Form S-8, Registration No. 333-27967, filed with the Securities and
Exchange Commission (the "Commission") on May 29, 1997. Pursuant to the General
Instruction E of Form S-8, all information that has been incorporated from the
original registration statement is not repeated in this Registration Statement.
On May 20, 2002, the Board of Directors of the Company approved and
declared a two-for-one stock split effected in the form of a 100% stock dividend
on the Common Stock, payable June 28, 2002 to shareholders of record on June 7,
2002 (the "Stock Dividend"). Each stockholder of record on June 7, 2002 will
receive one additional share of Common Stock for each share held on the record
date. The numbers of shares of Common Stock set forth in this Registration
Statement have not been adjusted to give effect to the Stock Dividend.
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Company hereby incorporates by reference the following documents
filed with the Commission:
(a) The Company's Annual Report on Form 10-K for its fiscal year
ended August 31, 2001;
(b) The Company's Quarterly Report on Form 10-Q for its fiscal
quarter ended November 30, 2001;
(c) The Company's Quarterly Report on Form 10-Q for its fiscal
quarter ended February 28, 2002;
(d) The Company's Current Report on Form 8-K as filed with the
Commission on February 15, 2002;
(e) The Company's Current Report on Form 8-K as filed with the
Commission on June 17, 2002;
(f) The description of Common Stock included in the Company's
Registration Statement on Form 8-A as filed with the
Commission on June 18, 1982 and amended on July 17, 1995; and
II-1
(g) All documents filed by us pursuant to Section 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act of 1934, as amended,
subsequent to the date of this prospectus and prior to the
termination of the effectiveness of the Registration Statement
of which this prospectus is a part.
Any statement contained in a document incorporated or deemed to be
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 in this Registration Statement modifies
or supersedes such statement.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Legal Matters
The validity of the shares of Common Stock being sold in this offering
will be passed upon for the Company by David M. Sudbury, vice president,
secretary and general counsel of the Company.
Experts
The financial statements and the related financial statement schedules
incorporated in this registration statement by reference from the Company's
Annual Report on Form 10-K for the year ended August 31, 2001 have been audited
by Deloitte & Touche LLP, independent auditors, as stated in their reports,
which are incorporated herein by reference, and have been so incorporated in
reliance upon the reports of such firm given upon their authority as experts in
accounting and auditing.
ITEM 8. EXHIBITS
Exhibit No. Exhibit
----------- -------
*5.1 - Opinion of David M. Sudbury with respect to validity
of issuance of securities.
*23.1 - Consent of Deloitte & Touche LLP.
*23.2 - Consent of David M. Sudbury (included in Exhibit
5.1).
*24.1 - Power of Attorney (included on the signature page of
the Registration Statement)
----------
* Filed herewith.
II-2
SIGNATURES AND POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, as amended
(the "Securities Act"), 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 Dallas, State of Texas,
on the 18th day of June, 2002.
COMMERCIAL METALS COMPANY
By: /S/ STANLEY A. RABIN
------------------------------------
Stanley A. Rabin
Chairman, President and
Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of Stanley A. Rabin and David M.
Sudbury, 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, execute and file with the
Commission and any state securities regulatory board or commission any documents
relating to the proposed issuance and registration of the securities offered
pursuant to this Registration Statement on Form S-8 under the Securities Act,
including any amendment or amendments relating thereto (and any additional
Registration Statement related hereto permitted by Rule 462(b) promulgated under
the Securities Act, including any amendment or amendments relating thereto),
with all exhibits and any and all documents required to be filed with respect
thereto with any regulatory authority, 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
in order to effectuate the same as fully to all intents and purposes as he or
she might or could do if personally present, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or either of them, or their or his
substitute or substitutes, may lawfully do or cause to be done.
II-3
Pursuant to the requirements of the Securities Act, this Registration
Statement on Form S-8 has been signed by the following persons on behalf of the
Registrant in the capacities and on the dates indicated:
Signature Title Date
--------- ----- ----
/s/ MOSES FELDMAN
-------------------------------------- Director June 17, 2002
Moses Feldman
/s/ A. LEO HOWELL
-------------------------------------- Vice President June 17, 2002
A. Leo Howell and Director
/s/ RALPH E. LOEWENBERG
-------------------------------------- Director June 17, 2002
Ralph E. Loewenberg
/s/ ANTHONY A. MASSARO
-------------------------------------- Director June 17, 2002
Anthony A. Massaro
/s/ ROBERT D. NEARY
-------------------------------------- Director June 17, 2002
Robert D. Neary
/s/ DOROTHY G. OWEN
-------------------------------------- Director June 17, 2002
Dorothy G. Owen
/s/ STANLEY A. RABIN
-------------------------------------- Chairman, President, June 17, 2002
Stanley A. Rabin Chief Executive
Officer and Director
/s/ CLYDE SELIG
-------------------------------------- Chief Executive Officer - June 17, 2002
Clyde Selig CMC Steel Group
and Director
/s/ ROBERT R. WOMACK
-------------------------------------- Director June 17, 2002
Robert R. Womack
II-4
/s/ WILLIAM B. LARSON
---------------------------------- Vice President and June 18, 2002
William B. Larson Chief Financial
Officer (Principal
Financial Officer)
/s/ MALINDA G. PASSMORE
---------------------------------- Controller (Principal June 18, 2002
Malinda G. Passmore Accounting Officer)
II-5
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
----------- -----------
*5.1 - Opinion of David M. Sudbury with respect to validity
of issuance of securities.
*23.1 - Consent of Deloitte & Touche LLP.
*23.2 - Consent of David M. Sudbury (included in Exhibit
5.1).
*24.1 - Power of Attorney (included on the signature page of
the Registration Statement).
----------
* Filed herewith.