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As filed with the Securities and Exchange Commission on December 19, 1996
Registration No. 333-_______
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
---------------------------
QUANEX CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 38-1872178
(State or other jurisdiction of (I.R.S Employer
incorporation or organization) Identification No.)
1900 WEST LOOP SOUTH, SUITE 1500
HOUSTON, TEXAS 77027
(Address of Principal Executive Offices) (Zip Code)
QUANEX CORPORATION 1996 EMPLOYEE STOCK OPTION AND RESTRICTED STOCK PLAN
QUANEX CORPORATION DEFERRED COMPENSATION PLAN
(Full title of the plan)
WAYNE M. ROSE
QUANEX CORPORATION
1900 WEST LOOP SOUTH, SUITE 1500
HOUSTON, TEXAS 77027
(Name and address of agent for service)
(713) 961-4600
(Telephone number, including area code, of agent for service)
---------------------------
With Copy to:
Harva R. Dockery, Esq.
Fulbright & Jaworski L.L.P.
1301 McKinney, Suite 5100
Houston, Texas 77010-3095
(713) 651-5151
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CALCULATION OF REGISTRATION FEE
===============================================================================================================================
Proposed Proposed maximum Amount of
Title of securities to be Amount to be maximum offering aggregate offering registration
registered registered price per share(1) price(1) fee
- -------------------------------------------------------------------------------------------------------------------------------
Common Stock, $.50 par value . . . 950,000 shares(2) $26.25 $24,937,500 $7,557
- -------------------------------------------------------------------------------------------------------------------------------
Rights to purchase shares of Series
A Junior Participating Preferred
Stock . . . . . . . . . . . . . . . 950,000(2)
===============================================================================================================================
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933 and based upon
the average of the high and low sales prices of a share of Common Stock
as reported by the New York Stock Exchange, Inc. on December 16, 1996.
(2) Includes an indeterminable number of shares of Common Stock and
accompanying Rights issuable as a result of the anti-dilution
provisions of the 1996 Employee Stock Option and Restricted Stock Plan.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
Quanex Corporation, a Delaware corporation (the "Company" or
"Registrant"), incorporates by reference in this Registration Statement the
following documents:
1. The Registrant's Annual Report on Form 10-K for the fiscal
year ended October 31, 1996;
2. All other reports filed by the Registrant pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934 since October 31,
1996;
3. The description of the Registrant's common stock, $.50 par
value (the "Common Stock"), contained in the Prospectus dated January 12, 1981,
included in the Registrant's Registration Statement (Registration No. 2-70313)
and filed with the Securities and Exchange Commission (the "Commission")
pursuant to Rule 424(b) of the Securities Act of 1933, as amended (the
"Securities Act"); and
4. The description of the rights to purchase Series A Junior
Participating Preferred Stock (the "Rights") set forth in the Amended and
Restated Certificate of Designation, Preferences and Rights, filed as Exhibit 1
to Amendment No. 1 to the Registrant's Form 8-A dated April 28, 1989.
All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934 subsequent to the
date of the filing hereof and prior to the filing of a post-effective amendment
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 to be a part hereof from the date
of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of the State of Delaware
provides that a corporation has the power to indemnify a director, officer,
employee or agent of the corporation and certain other persons serving at the
request of the corporation in related capacities against amounts paid and
expenses incurred in connection with an action or proceeding to which he is, or
is threatened to be made, a party by reason of such position, if such person
shall have acted in good faith and in a manner he
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reasonably believed to be in or not opposed to the best interests of the
corporation, and, in any criminal proceeding, if such person had no reasonable
cause to believe his conduct was unlawful; provided that, in the case of
actions brought by or in the right of the corporation, no indemnification shall
be made with respect to any matter as to which such person shall have been
adjudged to be liable to the corporation unless and only to the extent that the
adjudicating court determines that such indemnification is proper under the
circumstances.
The Registrant's Restated Certificate of Incorporation eliminates
the personal monetary liability of a director to the Registrant and its
stockholders for breach of his fiduciary duty of care as a director to the
extent currently allowed under the Delaware General Corporation Law. Article
XVII of the Registrant's Restated Certificate of Incorporation provides that a
director of the Registrant shall not be personally liable to the Registrant or
its stockholders for monetary damages for breach of fiduciary duty as a
director, except for liability (i) for any breach of the director's duty of
loyalty to the Registrant or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law, (iii) based on the payment of an improper dividend or an improper
repurchase of the Registrant's stock under Section 174 of the General
Corporation Law of the State of Delaware, or (iv) for any transaction from
which the director derived an improper personal benefit.
The Amended and Restated Bylaws of the Registrant provide that,
under certain circumstances, the Registrant is required to indemnify any person
who was, is, or is threatened to be made a party in any action, suit or
proceeding because such person is or was a director or officer of the
Registrant. The Registrant's Amended and Restated Bylaws were amended in
February 1987 to provide for indemnification by the Registrant of its officers
and directors to the fullest extent authorized by the General Corporation Law
of the State of Delaware. This right to indemnification under the Registrant's
Amended and Restated Bylaws is a contract right, and requires the Registrant to
provide for the payment of expenses in advance of the final disposition of any
suit or proceeding brought against the director or officer of the Registrant in
his official capacity as such, provided that such director or officer delivers
to the Registrant an undertaking to repay any amounts advanced if it is
ultimately determined that such director or officer is not entitled to
indemnification. The Registrant also maintains a directors' and officers'
liability insurance policy.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or persons controlling
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been informed that in the opinion of the Commission, such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4.1 Restated Certificate of Incorporation of the Registrant,
filed as Exhibit 3.1 to the Registrant's Annual Report on
Form 10-K for the fiscal year ended October 31, 1995, and
incorporated herein by reference.
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4.2 Amended and Restated Bylaws of the Registrant, as amended
through December 12, 1996, filed as Exhibit 3.2 to the
Registrant's Annual Report on Form 10-K for the fiscal year
ended October 31, 1996, and incorporated herein by
reference.
4.3 Form of Registrant's Common Stock certificate, filed as
Exhibit 4.1 to the Registrant's Quarterly Report on Form
10-Q for the quarter ended April 30, 1987, and incorporated
herein by reference.
4.4 Amended and Restated Rights Agreement between the
Registrant and Manufacturers Hanover Trust Company, as
Rights Agent, filed as Exhibit 1 to Amendment No. 1 to the
Registrant's Form 8-A dated April 28, 1989, and
incorporated herein by reference.
4.5 Amended and Restated Certificate of Designation,
Preferences and Rights of the Registrant's Series A Junior
Participating Preferred Stock, filed as Exhibit 1 to
Amendment No. 1 to the Registrant's Form 8-A dated April
28, 1989, and incorporated herein by reference.
4.6 Form of Indenture relating to the Registrant's 6.88%
Cumulative Subordinated Debentures due 2007 between the
Registrant and Chemical Bank, as Trustee, filed as Exhibit
19.2 to the Registrant's Quarterly Report on Form 10-Q for
the quarter ended April 30, 1992, and incorporated herein
by reference.
4.7 $250,000,000 Revolving Credit and Term Loan Agreement dated
as of July 23, 1996, among the Registrant, Comerica Bank,
as Agent, and Harris Trust and Savings Bank and Wells Fargo
Bank (Texas), N.A., as Co-Agents, filed as Exhibit 4.1 to
the Registrant's Report on Form 8-K, dated August 9, 1996,
and incorporated herein by reference.
4.8 Quanex Corporation Deferred Compensation Plan, as amended
and restated, filed as Exhibit 10.6 to the Registrant's
Annual Report on Form 10-K for the fiscal year ended
October 31, 1995, and incorporated herein by reference.
4.9 Quanex Corporation 1996 Employee Stock Option and
Restricted Stock Plan, filed as Exhibit 10.19 to the
Registrant's Annual Report on Form 10-K for the fiscal year
ended October 31, 1996, and incorporated herein by
reference.
5.1 Opinion of Fulbright & Jaworski L.L.P.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Fulbright & Jaworski L.L.P. (included in Exhibit
5.1).
24.1 Power of Attorney (contained on pages II-6 and II-7
hereof).
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As permitted by Item 601(b)(4)(iii)(A) of Regulation S-K, the
Registrant has not filed with this Registration Statement certain instruments
defining the rights of holders of long-term debt of the Registrant and its
subsidiaries because the total amount of securities authorized under any of
such instruments does not exceed 10% of the total assets of the Registrant and
its subsidiaries on a consolidated basis. The Registrant agrees to furnish a
copy of any such agreements to the Securities and Exchange Commission upon
request.
ITEM 9. UNDERTAKINGS.
The undersigned 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;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the most recent
post-effective amendment hereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this
Registration Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar volume 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 Securities and Exchange
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20% 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 this Registration Statement or
any material change to such information in this Registration Statement;
Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply
if 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 Securities and Exchange Commission by the Registrant pursuant to Section 13
or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment 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.
(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.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
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Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) 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.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 of 1933 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 of 1933 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, 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 Houston, State of Texas, on December 12, 1996.
QUANEX CORPORATION
By: /s/ VERNON E. OECHSLE
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Vernon E. Oechsle
Director, President and
Chief Executive Officer
(Principal Executive Officer)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Robert C. Snyder, Vernon E. Oechsle and
Wayne M. Rose, and each of them, either one of whom may act without joinder of
the other, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any or all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, 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, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents, and each of them, or the substitute
or substitutes of any or all of them, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ ROBERT C. SNYDER Director and December 12, 1996
- ------------------------------------ Chairman of the Board
Robert C. Snyder
/s/ VERNON E. OECHSLE Director, President and December 12, 1996
- ------------------------------------ Chief Executive Officer
Vernon E. Oechsle (Principal Executive Officer)
/s/ JAMES H. DAVIS Executive Vice President and December 12, 1996
- ------------------------------------ Chief Operating Officer
James H. Davis (Principal Operating Officer)
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/s/ CARL E. PFEIFFER Director December 12, 1996
- -------------------------------------
Carl E. Pfeiffer
/s/ GERALD B. HAECKEL Director December 12, 1996
- -------------------------------------
Gerald B. Haeckel
/s/ JOHN D. O'CONNELL Director December 12, 1996
- -------------------------------------
John D. O'Connell
/s/ DONALD G. BARGER, JR. Director December 12, 1996
- -------------------------------------
Donald G. Barger, Jr.
/s/ VINCENT R. SCORSONE Director December 12, 1996
- -------------------------------------
Vincent R. Scorsone
/s/ MICHAEL J. SEBASTIAN Director December 12, 1996
- -------------------------------------
Michael J. Sebastian
/s/ WAYNE M. ROSE Vice President-Finance and December 12, 1996
- ------------------------------------- Chief Financial Officer
Wayne M. Rose (Principal Financial Officer)
/s/ VIREN M. PARIKH Controller December 12, 1996
- ------------------------------------- (Principal Accounting Officer)
Viren M. Parikh
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EXHIBIT INDEX
Exhibit Number Description Page Number
- -------------- ----------- -----------
4.1 Restated Certificate of Incorporation of the
Registrant, filed as Exhibit 3.1 to the Registrant's
Annual Report on Form 10-K for the fiscal year
ended October 31, 1995, and incorporated herein
by reference.
4.2 Amended and Restated Bylaws of the Registrant, as
amended through December 12, 1996, filed as Exhibit
3.2 to the Registrant's Annual Report on Form 10-K
for the fiscal year ended October 31, 1996, and
incorporated herein by reference.
4.3 Form of Registrant's Common Stock certificate, filed
as Exhibit 4.1 to the Registrant's Quarterly Report
on Form 10-Q for the quarter ended April 30, 1987,
and incorporated herein by reference.
4.4 Amended and Restated Rights Agreement between the
Registrant and Manufacturers Hanover Trust Company,
as Rights Agent, filed as Exhibit 1 to Amendment
No. 1 to the Registrant's Form 8-A dated April 28,
1989, and incorporated herein by reference.
4.5 Amended and Restated Certificate of Designation,
Preferences and Rights of the Registrant's Series A
Junior Participating Preferred Stock, filed as
Exhibit 1 to Amendment No. 1 to the Registrant's
Form 8-A dated April 28, 1989, and incorporated
herein by reference.
4.6 Form of Indenture relating to the Registrant's
6.88% Cumulative Subordinated Debentures due 2007
between the Registrant and Chemical Bank, as
Trustee, filed as Exhibit 19.2 to the Registrant's
Quarterly Report on Form 10-Q for the quarter
ended April 30, 1992, and incorporated herein by
reference.
4.7 $250,000,000 Revolving Credit and Term Loan
Agreement dated as of July 23, 1996, among the
Registrant, Comerica Bank, as Agent, and Harris
Trust and Savings Bank and Wells Fargo Bank
(Texas), N.A., as Co-Agents, filed as Exhibit 4.1
to the Registrant's Report on Form 8-K, dated
August 9, 1996, and incorporated herein by
reference.
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4.8 Quanex Corporation Deferred Compensation Plan,
as amended and restated, filed as Exhibit 10.6 to
the Registrant's Annual Report on Form 10-K for
the fiscal year ended October 31, 1995, and
incorporated herein by reference.
4.9 Quanex Corporation 1996 Employee Stock Option and
Restricted Stock Plan, filed as Exhibit 10.19 to
the Registrant's Annual Report on Form 10-K for
the fiscal year ended October 31, 1996, and
incorporated herein by reference.
5.1 Opinion of Fulbright & Jaworski L.L.P.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Fulbright & Jaworski L.L.P. (included in Exhibit 5.1).
24.1 Power of Attorney (contained on pages II-6 and II-7 hereof).
As permitted by Item 601(b)(4)(iii)(A) of Regulation S-K, the Registrant has
not filed with this Registration Statement certain instruments defining the
rights of holders of long-term debt of the Registrant and its subsidiaries
because the total amount of securities authorized under any of such instruments
does not exceed 10% of the total assets of the Registrant and its subsidiaries
on a consolidated basis. The Registrant agrees to furnish a copy of any such
agreements to the Securities and Exchange Commission upon request.
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EXHIBIT 5.1
[FULBRIGHT & JAWORSKI L.L.P. LETTERHEAD]
December 18, 1996
Quanex Corporation
1900 West Loop South, Suite 1500
Houston, Texas 77027
Ladies and Gentlemen:
We have acted as counsel for Quanex Corporation, a Delaware
corporation (the "Company"), in connection with the registration under the
Securities Act of 1933 of 950,000 shares of the Company's common stock, $.50
par value (the "Shares"), and associated rights to purchase shares of the
Company's Series A Junior Participating Preferred Stock, to be offered upon the
terms and subject to the conditions set forth in the Quanex Corporation 1996
Employee Stock Option and Restricted Stock Plan (the "1996 Plan") and the
Quanex Corporation Deferred Compensation Plan, as amended and restated (the "DC
Plan").
In connection therewith, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of the Restated
Certificate of Incorporation of the Company, the Amended and Restated Bylaws of
the Company, the 1996 Plan, the DC Plan, records of relevant corporate
proceedings with respect to the offering of the Shares and such other documents
and instruments as we have deemed necessary or appropriate for the expression
of the opinions contained herein. We also have reviewed the Company's
Registration Statement on Form S-8 to be filed with the Securities and Exchange
Commission with respect to the Shares (the "Registration Statement").
We have assumed the authenticity and completeness of all records,
certificates and other instruments submitted to us as originals, the conformity
to original documents of all records, certificates and other instruments
submitted to us as copies, the authenticity and completeness of the originals
of those records, certificates and other instruments submitted to us as copies
and the correctness of all statements of fact contained in all records,
certificates and other instruments that we have examined.
Based on the foregoing and having regard for such legal
considerations as we have deemed relevant, we are of the opinion that the
Shares have been duly authorized and, when issued in accordance with the terms
of the 1996 Plan or the DC Plan, as the case may be, will be validly issued,
fully paid and non-assessable.
The opinions expressed herein are limited exclusively to laws of
the State of Texas, the Delaware General Corporation Law and the federal laws
of the United States of America, to the extent applicable.
We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement.
Very truly yours,
/s/ FULBRIGHT & JAWORSKI L.L.P.
Fulbright & Jaworski L.L.P.
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EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Quanex Corporation on Form S-8 of our report dated November 22, 1996 appearing
in the Annual Report on Form 10-K of Quanex Corporation for the year ended
October 31, 1996.
DELOITTE & TOUCHE LLP
Houston, Texas
December 18, 1996
