sv8
As filed with the Securities and Exchange Commission on July 28, 2005
Registration No.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
Chaparral Steel Company
(Exact name of registrant as specified in its charter)
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Delaware
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20-2373478 |
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(State or other jurisdiction of
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(I.R.S. Employer |
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incorporation or organization)
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Identification No.) |
300 Ward Road, Midlothian, Texas 76065
(Address of Principal Executive Offices) (Zip Code)
CHAPARRAL STEEL COMPANY AMENDED AND RESTATED
2005 OMNIBUS EQUITY COMPENSATION PLAN
(Full title of the plan)
Robert E. Crawford Jr.
Vice President, Secretary and General Counsel
Chaparral Steel Company
300 Ward Road, Midlothian, Texas 76065
(Name and address of agent for service)
(972) 779-1060
(Telephone number, including area code, of agent for service)
Calculation of Registration Fee
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Proposed |
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Maximum |
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Proposed |
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Offering |
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Maximum |
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Amount of |
Title of Securities |
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Amount to be |
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Price Per |
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Aggregate |
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Registration |
to be Registered |
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Registered(1) |
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Share(2) |
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Offering Price(2) |
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Fee |
Common Stock
Par Value $0.01 per share |
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4,000,000 shares |
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$19.05 |
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$76,180,000 |
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$8,966.39 |
(1) Plus any additional shares of Common Stock as may become issuable pursuant to
the anti-dilution provisions of the Plan.
(2) Computed in accordance with Rules 457 (c) and (h), the offering price and
registration fee are computed on the basis of the average of the high and low prices of the shares,
as reported by the Nasdaq National Market, on July 27, 2005.
PART I
ITEM 1. PLAN INFORMATION*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*
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*Information required by Part I of Form S-8 to be contained in a prospectus meeting the
requirements of Section
10(a) of the Securities Act of 1933 is omitted from this Registration Statement in accordance
with Rule 428 under
the Securities Act of 1933 and the Note to Part I of Form S-8. |
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents previously filed by the Registrant with the Securities and Exchange
Commission (the Commission) pursuant to the Securities Exchange Act of 1934, as amended (the
Exchange Act), are incorporated by reference herein and shall be deemed to be a part hereof:
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(1) |
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The Registrants Registration Statement on Form 10, as amended, filed with the Commission
on May 6, 2005 (the Form 10). |
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(2) |
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All other reports filed by the Registrant pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the Registrants Form 10. |
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(3) |
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The description of the Registrants Capital Stock contained in Registrants Form 10 filed
with the Commission pursuant to Section 12 of the Exchange Act, including any amendment or report
filed for the purpose of updating such description. |
All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act, after the date of this Registration Statement and prior to the filing of a
post-effective amendment to this Registration Statement which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and made a part hereof from their
respective dates of filing (such documents, and the documents enumerated above, being hereinafter
referred to as Incorporated Documents. Any statement contained in an Incorporated Document shall
be deemed to be modified or superseded for purposes of this Registration Statement to the extent
that a statement contained therein or in any other subsequently filed Incorporated Document
modifies or supercedes such statement. Any such statement so modified or superseded shall not be
deemed, except as so modified or superceded, to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
The Common Stock being registered hereunder has been registered pursuant to Section 12 of the
Exchange Act and a description of the Common Stock is contained in the Registrants Form 10.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL
Robert E. Crawford Jr., the Registrants Vice President, Secretary and General Counsel, was
formerly a shareholder of Winstead Sechrest & Minick P.C., the law firm engaged to render an
opinion regarding the securities being registered under this Registration Statement.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The following contains summaries of certain circumstances in which indemnification is provided
pursuant to the Delaware General Corporation Law (the DGCL), the Certificate of Incorporation and
Bylaws of the Registrant. Such summaries are qualified in their entirety by reference to the
referenced statutes, Certificate of Incorporation and Bylaws.
Section 145 of the DGCL, under certain circumstances, provides for the indemnification of
officers, directors, employees, and agents against liabilities that they may incur in such
capacities. Section 145 provides that a Delaware corporation may indemnify directors and officers
as well as other employees and individuals against expenses (including attorneys fees), judgments,
fines, and amounts paid in settlement in connection with specified actions, suits and proceedings,
whether civil, criminal, administrative or investigative (other than action by or in the right of
the corporation a derivative action), if they acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interests of the corporation and, with
respect to any criminal action or proceeding, had no reasonable cause to believe their conduct was
unlawful. A similar standard is applicable in the case of derivative actions, except that
indemnification only extends to expenses (including attorneys fees) incurred in connection with
the defense or settlement of such action, and the statute requires court approval before there can
be any indemnification where the person seeking indemnification has been found liable to the
corporation. To the extent that a present or former director or officer of a Delaware corporation
has been successful on the merits or otherwise in defense of any action, suit or proceeding
referred to in Section 145 of the DGCL, such person shall be indemnified against expenses
(including attorneys fees) actually and reasonably incurred by such person in connection
therewith. The statute provides that it is not exclusive of other indemnification that may be
granted by a corporations certificate of incorporation, bylaws, disinterested director vote,
stockholder vote, agreement, or otherwise. Under the DGCL, a corporation may advance funds to the
person requesting indemnity, provided that the corporation receives an undertaking that the person
will repay the advanced funds if it is ultimately determined that he is not entitled to
indemnification. The DGCL also permits corporations to provide that a director of such corporation
shall not, except under certain circumstances, be liable to the corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director.
The Registrants Certificate of Incorporation provides that a director shall not, except under
certain circumstances, be liable to the corporation or its stockholders for monetary damages for
breach of fiduciary duty as a director. It also provides that any director or officer seeking
indemnification shall be indemnified for actions taken on behalf or for the benefit of the
Registrant to the fullest extent permitted by the laws of the State of Delaware. The Registrants
Bylaws provide that any person seeking indemnification shall be indemnified to the fullest extent
permitted by DGCL. The Registrants Bylaws provide that all expenses (including attorneys fees),
costs, judgments, fines and amounts paid in settlement actually and reasonably incurred by a
director or officer seeking indemnification shall be paid by the Registrant in advance of the final
disposition of the action, suit or proceeding. However, as a condition to any such advance, the
Registrant must receive an undertaking by or on behalf of such person to repay the amounts advanced
if a final adjudication is made by a court of competent jurisdiction that such person was not
entitled to indemnification.
The Registrant also maintains directors and officers liability insurance coverage which
insures certain directors and officers of the Registrant against certain losses arising from claims
made by reason of their being directors or officers of the Registrant or its subsidiaries and for
which the Registrant has not provided reimbursement.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
See Exhibit Index on page 6.
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ITEM 9. UNDERTAKINGS.
(a) 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 (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 Commission 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, Form S-8 or Form F-3, 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 Commission by the Registrant pursuant to Section 13 or 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 Registrant hereby undertakes that, for purposes of determining any liability under
the Securities Act, each filing of the registrants annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act that is incorporated by reference in this registration statement
shall be deemed to be a new registration statement relating to the securities offered herein, 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
Securities and Exchange Commission 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.
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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 Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Midlothian and the State of Texas, on
July 28, 2005.
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CHAPARRAL STEEL COMPANY
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By /s/ Tommy A. Valenta
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Tommy A. Valenta |
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President and Chief Executive Officer |
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POWER OF ATTORNEY
Each person whose signature appears below hereby severally constitutes and appoints Tommy A.
Valenta and Robert E. Crawford Jr. and each of them acting singly, as his or her true and lawful
attorney-in-fact and agent, with full and several power of substitution and resubstitution, to sign
for him or her and in his or her name, place and stead in any and all capacities indicated below,
the Registration Statement on Form S-8 filed herewith and any and all post-effective amendments and
supplements to the said Registration Statement, and to file the same, with exhibits thereto and
other documents in connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agent, full power and authority to do and perform each and every act and
thing requisite and necessary fully to all intents and purposes as he or she might or could do in
person hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her
substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirement of the Securities Act of 1933, this Registration Statement has
been signed below by the following persons in the capacities and on the date indicated below.
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SIGNATURE |
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TITLE |
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DATE |
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/s/ Tommy A. Valenta
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President and Chief Executive Officer
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July 28, 2005 |
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Tommy A. Valenta
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(Principal Executive Officer) and Director |
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/s/ James M. Hoak, Jr.
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Director
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July 28, 2005 |
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James M. Hoak, Jr. |
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/s/ J. Celtyn Hughes
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Vice President and Chief Financial Officer
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July 28, 2005 |
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Celtyn Hughes
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(Principal Financial Officer) |
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/s/ Kevin Linch
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Controller
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July 28, 2005 |
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Kevin Linch
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(Principal Accounting Officer) |
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/s/ Eugenio Clariond
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Director
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July 28, 2005 |
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Eugenio Clariond |
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/s/ Ian Wachtmeister
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Director
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July 28, 2005 |
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Ian Wachtmeister |
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/s/ Elizabeth C. Williams
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Director
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July 28, 2005 |
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Elizabeth C. Williams |
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/s/ Joseph M. Grant
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Director
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July 28, 2005 |
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Joseph M. Grant |
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/s/ Ronald G. Gafford
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Director
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July 28, 2005 |
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Ronald G. Gafford |
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EXHIBIT INDEX
Exhibit No. Description
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Rights Agreement, effective as of July 29, 2005, between Chaparral Steel Company and Mellon
Investor Services LLC, as rights agent (incorporated by reference to Exhibit 4.1 to the
Registrants Form 8-K filed with the Commission on July 21, 2005) |
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5 |
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Opinion of Winstead Sechrest & Minick P.C. as to the legality of the Registrants Common
Stock |
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23.1 |
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Consent of Winstead Sechrest & Minick P.C. (included in the Opinion filed as Exhibit 5 hereto)
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23.2 |
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Consent of Ernst &Young LLP, independent registered public accounting firm
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24 |
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Power of Attorney (set forth on the signature page hereof) |
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99 |
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Chaparral Steel Company Amended and Restated 2005 Omnibus Equity Compensation Plan
(incorporated by reference to Exhibit 10.3 to the Registrants Form 10-12G/A filed with the
Commission on July 21, 2005) |
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