DELAWARE 25-1792394
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1000 SIX PPG PLACE
PITTSBURGH, PENNSYLVANIA 15222-5479
(Address of principal executive offices) (Zip Code)
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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 $100,000(1) $19.28(2) $1,928,000 $482
$.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 TDY
Industries, Inc. Profit Sharing Plan for Certain Employees of Metalworking
Products.
(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 May 16, 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 period ended December 31, 2000 (File No. 001-12001); and (ii) 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 TDY Industries, Inc. Profit Sharing Plan for Certain Employees of Metalworking Products.
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).
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, as amended (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 Report on Form 10-K for the year
ended December 31, 1998 (File No. 1-12001)).
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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.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Scott E. Westwood, Esq., Counsel - Corporate
and General Business and Assistant Secretary of the
Registrant (included in the Opinion filed as Exhibits
5.1).
24.1 Power of Attorney (set forth on the signature page of
this Registration Statement).
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The undersigned Registrant hereby undertakes to submit the TDY Industries, Inc. Profit Sharing Plan for Certain Employees of Metalworking Products and any amendment thereto to the Internal Revenue Service in a timely manner and to make all changes required by the Internal Revenue Service to qualify such Plan.
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
(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 17th day of May, 2001.
By: /s/ Robert P. Bozzone
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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/ Robert P. Bozzone Chairman of the Board, President and Chief May 17, 2001
-------------------------------- Executive Officer (Principal Executive
Robert P. Bozzone Officer) and a Director
/s/ Richard J. Harshman Vice President - Finance and Chief May 17, 2001
-------------------------------- Financial Officer (Principal Financial
Richard J. Harshman Officer)
/s/ Dale G. Reid Vice President - Controller and Chief May 17, 2001
-------------------------------- Accounting Officer
Dale G. Reid
/s/ James L. Murdy Executive Vice President and a Director May 17, 2001
--------------------------------
James L. Murdy
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/s/ Paul S. Brentlinger Director May 17, 2001 -------------------------------- Paul S. Brentlinger /s/ Frank V. Cahouet Director May 17, 2001 -------------------------------- Frank V. Cahouet /s/ Diane C. Creel Director May 17, 2001 -------------------------------- Diane C. Creel /c/ C. Fred Fetterolf Director May 17, 2001 -------------------------------- C. Fred Fetterolf /s/ Ray J. Groves Director May 17, 2001 -------------------------------- Ray J. Groves /s/ George J. Kourpias Director May 17, 2001 -------------------------------- George J. Kourpias /s/ W. Craig McClelland Director May 17, 2001 -------------------------------- W. Craig McClelland /s/ William G. Ouchi Director May 17, 2001 -------------------------------- William G. Ouchi /s/ Charles J. Queenan, Jr. Director May 17, 2001 -------------------------------- Charles J. Queenan, Jr. /s/ James E. Rohr Director May 17, 2001 -------------------------------- James E. Rohr |
Pursuant to the requirements of the Securities Act, the Plan Administrator of the TDY Industries, Inc. Profit Sharing Plan for Certain Employees of Metalworking Products has 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 May 18, 2001.
By: /s/ R.S. Park
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R. S. Park
Vice President and Treasurer
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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 100,000 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 TDY Industries, Inc. Profit Sharing Plan for Certain Employees of Metalworking Products (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/ Scott E. Westwood -------------------------- Scott E. Westwood |
We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the TDY Industries, Inc. Profit Sharing Plan for Certain Employees Of Metalworking Products of our report dated January 15, 2001, with respect to the consolidated financial statements and schedules of Allegheny Technologies Incorporated, incorporated by reference in its Annual Report (Form 10-K) for the year ended December 31, 2000, filed with the Securities and Exchange Commission.
Pittsburgh, Pennsylvania
May 18, 2001