DELAWARE 25-1792394
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1000 SIX PPG PLACE
PITTSBURGH, PENNSYLVANIA 15222-5479
(Address of principal executive offices) (Zip Code)
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CALCULATION OF REGISTRATION FEE
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Title of Proposed Maximum Proposed Maximum Amount of
Securities Amount to be Offering Price Aggregate Registration
to be Registered Registered Per Share Offering Price Fee
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Common Stock, par value $200,000(1) 16.19(2) 3,238,000 $809.50
$.10 per share
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(1) Pursuant to Rule 416(c), under the Securities Act of 1933, as
amended (the "Securities Act"), this registration statement covers an
indeterminate number of interests to be offered or sold pursuant to the
Allegheny Rodney (ALstrip) Profit Sharing Plan.
(2) Estimated solely for the purpose of calculating the registration
fee pursuant to Rule 457(h). The fee is calculated on the basis of the average
of the high and low prices for the Registrant's Common Stock reported on the New
York Stock Exchange on January 29, 2001.
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ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents 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 into this Registration Statement: (i) the Registrant's Annual Report on Form 10-K for the year ended December 31, 1999 (File No. 1-12001); (ii) the Registrant's Quarterly Reports on Form 10-Q for the quarterly periods ended March 30, 2000, June 30, 2000 and September 30, 2000 (File No. 1-2001); (iii) the Registrant's current report on Form 8-K filed on December 7, 2000 and (iv) the description of the Registrant's Common Stock contained in the Registrant's Registration Statement on Form 8-A filed on July 30, 1996.
All documents subsequently filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this Registration Statement, but prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered by this Registration Statement have been sold or which deregisters all such securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement. Each document incorporated by reference into this Registration Statement shall be deemed to be a part of this Registration Statement from the date of filing of such document with the Commission until the information contained therein is superseded or updated by any subsequently filed document which is incorporated by reference into this Registration Statement or by any document which constitutes part of the prospectus relating to the Allegheny Rodney (ALstrip) Profit Sharing Plan meeting the requirements of Section 10(a) of the Securities Act.
ITEM 4. DESCRIPTION OF SECURITIES.
The class of securities to be offered under this Registration Statement is registered under Section 12 of the Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 102(b)(7) of the Delaware General Corporation Law (the "DGCL") permits a Delaware corporation, in its certificate of incorporation, to limit or eliminate, subject to certain statutory limitations, the liability of a director to the corporation or its stockholders for monetary damages for breaches of fiduciary duty, except for liability (i) for any breach of the director's duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL, or (iv) for any transaction from which the director derived an improper personal benefit. Article SEVEN of the Registrant's Restated Certificate of Incorporation provides that no director of the Registrant shall be personally liable to the Registrant or its stockholders in accordance with the foregoing provisions of Section 102(b)(7).
Under Section 145 of the DGCL, a Delaware corporation has the power to indemnify directors and officers under certain prescribed circumstances and, subject to certain limitations, against certain costs and expenses, including attorneys' fees, actually and reasonably incurred in connection with any action, suit or proceeding, whether civil, criminal, administrative or investigative, to which any of them is a party by reason of his being a director or officer of the corporation if it is determined that he acted in accordance with the applicable standard of conduct set forth in such statutory provision. Article EIGHT of the Registrant's Restated Certificate of Incorporation provides that the Registrant will indemnify any person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was a director or an officer of the Registrant or is or was serving at the request of the Registrant as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Registrant to the fullest extent authorized by the DGCL.
The Registrant has purchased directors' and officers' liability insurance covering certain liabilities which may be incurred by the officers and directors of the Registrant in connection with the performance of their duties.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
None.
ITEM 8. EXHIBITS.
The following exhibits are filed herewith or incorporated by reference as part of this Registration Statement:
Exhibit No. Description
----------- -----------
4.1 Certificate of Incorporation of Allegheny Technologies
Incorporated (incorporated by reference to Exhibit 3.1 to
the Registrant's Annual Report on Form 10-K for the year
ended December 31, 1999 (File No. 1-12001)).
4.2 Amended and Restated Bylaws of Allegheny Technologies
Incorporated (incorporated by reference to Exhibit 3.2 to
the Registrant's Annual Report on Form 10-K for the year
ended December 31, 1998 (File No. 1-12001)).
5.1 Opinion of Scott E. Westwood, Esquire, Counsel - Corporate
and General Business and Assistant Secretary of the
Registrant, regarding the legality of the shares being
registered hereunder.
5.2 Determination letter issued by Internal Revenue Service with
respect to the Allegheny Rodney (ALstrip) Profit Sharing
Plan.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Scott E. Westwood, Esquire, Counsel - Corporate
and General Business and Assistant Secretary of the
Registrant (included in the Opinion filed as Exhibit 5.1).
24.1 Power of Attorney (set forth on the signature page of this
Registration Statement).
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ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers of 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;
(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;
(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 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.
* * *
(h) 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 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.
Pursuant to the requirements of 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 Pittsburgh, Commonwealth of Pennsylvania, on this 29th day of January, 2001.
By: /s/ R. P. Bozzone
-------------------------------
Robert P. Bozzone
Chairman of the Board, President and Chief
Executive Officer
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We, the undersigned directors and officers of Allegheny Technologies Incorporated, do hereby constitute and appoint Jon D. Walton and Mary W. Snyder, or either of them, our true and lawful attorneys and agents, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys and agents, or either of them, may deem necessary or advisable to enable said corporation to comply with the Securities Act and any rules, regulations and requirements of the Commission, in connection with this Registration Statement, including specifically, but without limitation, power and authority to sign for us or any of us in our names in the capacities indicated below, any and all amendments (including post-effective amendments) hereto and we do hereby ratify and confirm all that said attorneys and agents, or either of them, shall do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration Statement and the foregoing Power of Attorney have been signed by the following persons in the capacities and on the date(s) indicated:
SIGNATURE CAPACITY DATE
--------- -------- ----
/s/ R. P. Bozzone Chairman of the Board, President and Chief January 29, 2001
---------------------------- Executive Officer (Principal Executive
Robert P. Bozzone Officer) and a Director
/s/ R. J. Harshman Vice President-Finance and Chief Financial January 29, 2001
---------------------------- Officer (Principal Financial
Richard J. Harshman Officer and Principal Accounting Officer)
/s/ D. G. Reid Vice President-Controller and Chief January 29, 2001
---------------------------- Accounting Officer
Dale G. Reid
/s/ J. L. Murdy Executive Vice President and a Director January 29, 2001
----------------------------
James L. Murdy
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SIGNATURE CAPACITY DATE
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/s/ P. S. Brentlinger Director January 29, 2001
----------------------------
Paul S. Brentlinger
/s/ F. V. Cahouet Director January 29, 2001
----------------------------
Frank V. Cahouet
/s/ D. C. Creel Director January 29, 2001
----------------------------
Diane C. Creel
/s/ C. F. Fetterolf Director January 29, 2001
----------------------------
C. Fred Fetterolf
/s/ R. J. Groves Director January 29, 2001
----------------------------
Ray J. Groves
/s/ G. J. Kourpias Director January 29, 2001
----------------------------
George J. Kourpias
/s/ W. C. McClelland Director January 29, 2001
----------------------------
W. Craig McClelland
/s/ W. G. Ouchi Director January 29, 2001
----------------------------
William G. Ouchi
/s/ C. J. Queenan, Jr. Director January 29, 2001
----------------------------
Charles J. Queenan, Jr.
/s/ J. E. Rohr Director January 29, 2001
----------------------------
James E. Rohr
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Pursuant to the requirements of the Securities Act, the Plan Administrator of the Allegheny Rodney (ALstrip) Profit Sharing Plan have caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Pittsburgh, Commonwealth of Pennsylvania, on January 29, 2001.
By: /s/ R. S. Park
--------------------------------
R. S. Park, Vice President
and Treasurer
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Exhibit No. Description
----------- -----------
4.1 Certificate of Incorporation of Allegheny Technologies
Incorporated (incorporated by reference to Exhibit 3.1
to the Registrant's Annual Report on Form 10-K for the
year ended December 31, 1999 (File No. 1-12001)).
4.2 Amended and Restated Bylaws of Allegheny Technologies
Incorporated (incorporated by reference to Exhibit 3.2
to the Registrant's Annual Report on Form 10-K for the
year ended December 31, 1998 (File No. 1-12001)).
5.1 Opinion of Scott E. Westwood, Esquire, Counsel -
Corporate and General Business and Assistant Secretary
of the Registrant, regarding the legality of the shares
being registered hereunder.
5.2 Determination letter issued by Internal Revenue Service
with respect to the Allegheny Rodney (ALstrip) Profit
Sharing Plan.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Scott E. Westwood, Esquire, Counsel -
Corporate and General Business and Assistant Secretary
of the Registrant (included in the Opinion filed as
Exhibit 5.1).
24.1 Power of Attorney (set forth on the signature page of
this Registration Statement).
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Allegheny Technologies Incorporated
1000 Six PPG Place
Pittsburgh, PA 15222-5479
Ladies and Gentlemen:
I am, Counsel, Corporate and General Business and Assistant Secretary of Allegheny Technologies Incorporated (the "Company") and I have acted as counsel for the Company in connection with the preparation of the Registration Statement on Form S-8 to be filed by the Company with the Securities and Exchange Commission for the registration under the Securities Act of 1933, as amended, of 200,000 shares of the Company's common stock, par value $.10 per share (the "Shares"), which are to be issued from time to time to certain employees of the Company and its affiliates in connection with the Allegheny Rodney (ALstrip) Profit Sharing Plan (the "Plan").
I have examined the originals, certified copies or copies otherwise identified to my satisfaction as being true copies of the Plan and such other documents as I have deemed necessary or appropriate for purposes of this opinion.
Based on the foregoing, I am of the opinion that the Shares have been duly and validly authorized and reserved for issuance, and that the Shares, when issued under the terms of the Plan, will be legally and validly issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement.
Very truly yours,
/s/ S. E. Westwood ------------------- Scott E. Westwood |
INTERNAL REVENUE SERVICE DEPARTMENT OF THE TREASURY
DISTRICT DIRECTOR
P O BOX A-3617 DPN20-6
CHICAGO, IL 60690
Employer Identification Number:
Date: Aug. 13, 1993 52-1220202
File Folder Number:
ALSTRIP INC. 360006948
4901 MAIN STREET Person to Contact:
SKOKIE, IL 60077 TECHNICAL SCREENER
Contact Telephone Number:
(312) 435-1040
Plan Name:
PROFIT SHARING PLAN
Plan Number: 002
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Dear Applicant:
We have made a favorable determination on your plan, identified above, based on the information supplied. Please keep this letter in your permanent records.
Continued qualification of the plan under its present form will depend on its effect in operation. (See section 1.401-1(b)93) of the Income Tax Regulations.) We will review the status of the plan in operation periodically.
The enclosed document explains the significance of this favorable determination letter, points out some features that may affect the qualified status of your employee retirement plan, and provides information on the reporting requirements for your plan. It also describes some events that automatically nullify it. It is very important that you read the publication.
This letter relates only to the status of your plan under the Internal Revenue Code. It is not a determination regarding the effect of other federal or local statutes.
This determination letter is applicable for the amendment(s) adopted on June 9, 1993.
Sections 4.03 and 4.04 of Rev. Proc. 91-66 place limitations upon the plan years for which this letter may be relied upon as to whether the plan meets the requirements of Code Section 401(a)(4).
The information on the enclosed addendum is an integral part of this determination. Please be sure to read and keep it with this letter.
We have sent a copy of this letter to your representative as indicated in the power of attorney.
ALSTRIP INC
If you have questions concerning this matter, please contact the person whose name and telephone number are shown above.
Sincerely yours,
/s/ Marilyn W. Day Marilyn W. Day District Director |
Enclosures:
Publication 794
Addendum
We consent to the incorporation by reference in this Registration Statement on Form S-8 of Allegheny Technologies Incorporated of our report dated January 24, 2000, included in the 1999 Annual Report to Stockholders of Allegheny Technologies Incorporated, for the year ended December 31, 1999.
/s/ Ernst & Young LLP ------------------------ Ernst & Young LLP Pittsburgh, Pennsylvania January 29, 2001 |