As filed with the Securities and Exchange Commission on May 22, 2001
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
----------
TITANIUM METALS CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 13-5630895
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
1999 Broadway, Suite 4300
Denver, Colorado 80202
(Address of Principal Executive Offices)(Zip Code)
----------
TITANIUM METALS CORPORATION AMENDED AND RESTATED
1996 NON-EMPLOYEE DIRECTOR COMPENSATION PLAN
(Full title of the plan)
----------
Robert E. Musgraves, Esq.
Executive Vice President and General Counsel
Titanium Metals Corporation
1999 Broadway, Suite 4300
Denver, Colorado 80202
Telephone: (303) 296-5600
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copies to:
Thomas R. Stephens, Esq.
Bartlit Beck Herman Palenchar & Scott
1899 Wynkoop Street, 8th Floor
Denver, Colorado 80202
Calculation of Registration Fee
Proposed
Proposed maximum
maximum aggregate
Title of securities Amount to be price per offering Amount of
to be registered registered(1) share(2) price(2) registration fee(3)
Common Stock, par
value $.01 per share 200,000 $13.45 $2,690,000 $672.50
(1)The shares registered hereby, which have been reserved by the Registrant for
issuance under the Amended and Restated 1996 Non-Employee Director Compensation
Plan (the "Plan"), are in addition to the 60,100 shares registered by the
Registrant pursuant to a Registration Statement on Form S-8 (Reg. No. 333-21001)
filed on February 3, 1997.
(2) Calculated pursuant to Rule 457(h), based on an assumed exercise price of
$13.45 per share, which represents the average of the high and low prices of
such securities reported in the consolidated reporting system on May 15, 2001.
(3) Registration fee is calculated on the basis of $250 per $1,000,000 of the
proposed maximum aggregate offering price. The proposed maximum aggregate
offering price is $2,690,000. This Registration Statement incorporates by
reference the Registration Statement on Form S-8 (Reg. No. 333-21001) pursuant
to which the Registrant registered 60,100 shares under the Plan and paid a fee
of $603.59. The fee calculated above relates only to the additional 200,000
shares being registered hereby, in accordance with General Instruction E of Form
S-8.
REGISTRATION OF ADDITIONAL SECURITIES
This Registration Statement is being filed pursuant to General
Instruction E of Form S-8 promulgated by the Securities and Exchange Commission
under the Securities Act of 1933, as amended. Pursuant to the terms of General
Instruction E, the contents of the prior Registration Statement on Form S-8 of
the Registrant (Reg. No. 333-21001) filed with the Commission on February 3,
1997 are incorporated herein by reference. The Registrant is hereby registering
an additional 200,000 shares of Common Stock available for distribution under
the Registrant's Amended and Restated 1996 Non-Employee Director Compensation
Plan (the "Plan"). These are securities of the same class as the securities
previously registered under the Plan.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
The following documents filed with the Securities and Exchange
Commission are incorporated herein by reference:
(a) The Registrant's Annual Report on Form 10-K, filed
March 21, 2001.
(b) All other reports filed pursuant to Section 13(a) or 15(d)
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since
the end of the fiscal year covered by the Registrant document referred to in (a)
above.
(c) The description of the Registrant's Common Stock contained
in the Registrant's Report on Form 8-A (File No. 001-14368), filed May 3, 1996,
as amended, pursuant to Section 12(b) of the Exchange Act, including any
amendments or reports filed for the purpose of updating such description.
All reports and other documents subsequently filed by the
Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act,
prior to the filing of a post-effective amendment which indicates that all
securities then offered hereby have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of the filing of such
reports and documents. 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 incorporated or deemed to be incorporated by reference herein modifies
or supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
Item 5. Interests of Named Experts and Counsel.
Certain legal matters regarding the validity of the Common
Stock issuable upon exercise of options granted pursuant to Registrant's Amended
and Restated 1996 Non-Employee Director Compensation Plan will be passed upon
for the Registrant by Robert E. Musgraves, Esq., Executive Vice President and
General Counsel of the Registrant. Mr. Musgraves beneficially owns 91,750 shares
of Common Stock, which includes (i) 200 shares held by other members of Mr.
Musgraves' household, beneficial ownership of which is disclaimed by Mr.
Musgraves, (ii) 41,400 shares that Mr. Musgraves has the right to acquire by the
exercise of stock options within 60 days of the date of this Registration
Statement under the Registrant's 1996 Long Term Performance Incentive Plan and
(iii) 32,000 shares of Common Stock which are subject to certain restrictions on
transfer but over which Mr. Musgraves has voting power.
Item 6. Indemnification of Directors and Officers.
Section 102(b)(7) of the General Corporation Law of the State
of Delaware permits a Delaware corporation to limit the personal liability of
its directors in accordance with the provisions set forth therein. The Amended
and Restated Certificate of Incorporation of the Registrant provides that the
personal liability of its directors shall be limited to the fullest extent
permitted by applicable law.
Section 145 of the General Corporation Law of the State of
Delaware contains provisions permitting Delaware corporations to indemnify
directors, officers, employees or agents against expenses, including attorneys'
fees, judgments, fines, and amounts paid in settlement actually and reasonably
incurred in connection with any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative, by reason
of the fact that such person was or is a director, officer, employee or agent of
the corporation provided that (i) such person acted in good faith and in a
manner he or she reasonably believed to be in or not opposed to the
corporation's best interest and (ii) in the case of a criminal proceeding such
person had no reasonable cause to believe his or her conduct was unlawful. In
the case of actions or suits by or in the right of the corporation, no
indemnification shall be made in a case in which such person shall have been
adjudged to be liable to the corporation unless and only to the extent that the
Court of Chancery or the court in which such action or suit was brought shall
have determined upon application that, despite the adjudication of liability but
in view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses. Indemnification as described
above shall only be granted in a specific case upon a determination that
indemnification is proper in the circumstances because the indemnified person
has met the applicable standard of conduct. Such determination shall be made (a)
by a majority vote of directors who were not parties to such proceeding, even
though less than a quorum, or (b) by a committee of such directors designated by
majority vote of such directors, even though less than a quorum, or (c) if there
are no such directors or if such directors so direct, by independent legal
counsel in a written opinion or (d) by the stockholders of the corporation. The
Amended and Restated Certificate of Incorporation and the By-Laws of the
Registrant provide for indemnification of its directors and officers to the
fullest extent permitted by applicable law.
Item 8. Exhibits.
Reference is made to the Exhibit Index that immediately
precedes the exhibits filed with this Registration Statement.
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 Denver, State of Colorado, on the 21st day of
May, 2001.
TITANIUM METALS CORPORATION
By: /s/ J. Landis Martin
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints J. Landis Martin his true and
lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place, and stead, as a director and in
any and all other capacities with Titanium Metals Corporation (the "Company"),
to execute for and on behalf of the undersigned the Registration Statement on
Form S-8 (the "Registration Statement") relating to shares of Common Stock of
the Company, and any and all amendments thereto, and any subsequent registration
statement filed by the Company which relates to this Registration Statement, and
to deliver and file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, and with each
exchange on which any class of securities of the Company is or is to be
registered, granting unto said attorney-in-fact and agent, full power and
authority to do and perform each and every act and thing requisite or 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
attorney-in-fact and agent or his substitute or substitutes, may lawfully do or
cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement on Form S-8 has been signed by the following persons
in the capacities and as of the date indicated.
Signature Title Date
/s/ J. LANDIS MARTIN Chairman of the Board, President May 21, 2001
and Chief Executive Officer
/s/ EDWARD C. HUTCHESON, JR. Director May 21, 2001
/s/ GLENN R. SIMMONS Director May 21, 2001
/s/ STEVEN L. WATSON Director May 21, 2001
/s/ THOMAS P. STAFFORD Director May 21, 2001
/s/ JOANNE A. NADALIN Vice President and Corporate May 21, 2001
Controller (Principal Accounting
Officer)
/s/ MARK A. WALLACE Executive Vice President and
Chief Financial Officer May 21, 2001
INDEX TO EXHIBITS
Exhibit
Number Description
4.1 Titanium Metals Corporation Amended and Restated 1996 Non-Employee
Director Compensation Plan (incorporated by reference to Exhibit 10.12
to Registrant's Annual Report on Form 10-K for the year ended December
31, 2000)
5.1 Opinion of Robert E. Musgraves
23.1 Consent of PricewaterhouseCoopers LLP
24.1 Limited Powers of Attorney -- included in Part II of the Registration
Statement
EXHIBIT 5.1
Titanium Metals Corporation
1999 Broadway, Suite 4300
Denver, Colorado 80202
May 21, 2001
Board of Directors
Titanium Metals Corporation
1999 Broadway, Suite 4300
Denver, Colorado 80202
Re: Registration Statement on Form S-8
Gentlemen:
I have acted as counsel to Titanium Metals Corporation, a
Delaware corporation (the "Company"), in connection with the preparation of the
Form S-8 Registration Statement of the Company filed with the Securities and
Exchange Commission (the "Registration Statement"), with respect to the
registration of 200,000 additional shares of the Company's Common Stock, $.01
par value per share (the "Shares"), issuable pursuant to the Amended and
Restated 1996 Non-Employee Director Compensation Plan of Titanium Metals
Corporation (the "Plan").
In connection with this opinion, I have made such inquiries,
examined such documents and corporate records and relied upon such certificates
of officers of the Company and public officials as I have considered necessary
or appropriate for purposes of giving the opinions hereinafter set forth. In my
examination, I have assumed the genuineness and authenticity of all signatures
on original documents, the authenticity of all documents submitted to me as
originals and the conformity to originals of all documents submitted to me as
copies thereof. I have further assumed that the issuance, from time to time, of
Shares will be in accordance with the terms of the Plan and the corresponding
stock option agreement and in exchange for receipt by the Company of the option
exercise price per Share, as set forth in such stock option agreement.
On the basis of the foregoing and subject to the assumptions,
qualifications, limitations and exceptions set forth herein, I am of the opinion
that, assuming the Registration Statement shall have become effective pursuant
to the provisions of the Securities Act of 1933, as amended, the Shares being
offered under the Plan have been duly authorized and, when duly issued in
accordance with the Registration Statement and the terms of the Plan and any
agreement, resolution or other instrument governing such issuance, the Shares so
issued will be validly issued, fully paid and nonassessable.
I consent to the use of this opinion as an Exhibit to the
Registration Statement.
Very truly yours,
/s/ Robert E. Musgraves
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our reports dated January 29, 2001 relating to the
financial statements and financial statement schedule of Titanium Metals
Corporation, which appears in Titanium Metal Corporation's Annual Report on Form
10-K for the year ended December 31, 2000.
PricewaterhouseCoopers LLP
Denver, Colorado
May 21, 2001