Please wait
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
|
HAYNES
INTERNATIONAL, INC.
|
|
(Exact
name of registrant as specified in its
charter)
|
|
Delaware
|
|
06-1185400
|
|
(State
or other jurisdiction of incorporation or organization)
|
|
(I.R.S.
Employer Identification No.)
|
1020
West Park Avenue
Kokomo,
Indiana
|
|
|
(Address
of principal executive offices)
|
|
|
|
Haynes
International, Inc. 2007 Stock Option Plan
|
|
(Full
title of plan)
|
|
Marcel
Martin
Chief
Financial Officer
Haynes
International, Inc.
1020
West Park Avenue
Kokomo,
Indiana 46904-9013
|
|
(Name
and address of agent for service)
|
|
(765)
456-6000
|
|
(Telephone
number, including area code, of agent for
service)
|
|
CALCULATION
OF REGISTRATION FEE
|
|
Title
of securities to be registered
|
Amount
to be registered(1)
|
Proposed
maximum offering price per share(2)
|
Proposed
maximum aggregate offering
price(1)
|
Amount
of registration fee
|
|
Common
Stock, par value $0.001 per share
|
500,000
|
$
73.08
|
$
36,540,000
|
$
1,121.78
|
(1)
This
registration statement also covers such indeterminate amount of securities
as
may be offered or sold pursuant to the terms of the Plan to prevent dilution
as
the result of a stock split, stock dividend or similar transaction affecting
the
Common Stock, pursuant to Rule 416(a) under the Securities Act of
1933.
(2)
Estimated pursuant to paragraphs (c) and (h) of Rule 457 under the Securities
Act of 1933 solely for the purpose of calculating the registration fee based
upon the average of the high and low prices for the Common Stock as reported
on
the NASDAQ General Market on August 15, 2007.
Introduction
This
registration statement on Form S-8 is filed by Haynes International, Inc.,
a
Delaware corporation (the “Company”), and relates to 500,000 shares of the
Common Stock, par value $0.001 per share of the Company (the “Shares”), which
are issuable by the Company upon the exercise of stock options issued by the
Company in accordance with the terms of the Haynes International, Inc. 2007
Stock Option Plan, as amended from time to time (the “Plan”).
Part
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
3. Incorporation
of Documents by Reference.
The
following documents are incorporated by reference in this registration
statement:
a. The
Company’s annual report on Form 10-K for the fiscal year ended September 30,
2006;
b. the
Company’s quarterly report on Form 10-Q for the fiscal quarter ended December
31, 2006;
c. the
Company’s quarterly report on Form 10-Q for the fiscal quarter ended March 31,
2007;
d.
the
Company’s quarterly report on Form 10-Q for the fiscal quarter ended June 30,
2007;
e.
the
Company’s current report on Form 8-K filed on July 2, 2007;
f. the
Company’s current report on Form 8-K filed on June 26, 2007;
g. the
Company’s current report on Form 8-K filed on June 12, 2007;
h. the
Company’s current report on Form 8-K filed on June 12, 2007;
i. the
Company’s current report on Form 8-K filed on June 11, 2007;
j. the
Company’s current report on Form 8-K filed on May 10, 2007;
k. the
Company’s current report on Form 8-K filed on May 3, 2007;
l. the
Company’s current report on Form 8-K filed on April 6, 2007;
m. the
Company’s current report on Form 8-K filed on March 20, 2007;
n. the
Company’s current report on Form 8-K filed on February 23, 2007;
o. the
Company’s current report on Form 8-K filed on January 26, 2007;
p. the
Company’s current report on Form 8-K filed on January 24, 2006;
q. the
Company’s current report on Form 8-K filed on January 18, 2006;
r. the
Company’s current report on Form 8-K filed on December 20, 2006;
s. the
Company’s current report on Form 8-K filed on December 7, 2006;
t. the
Company’s current report on Form 8-K filed on November 24, 2006;
and
u. the
description of the Company's Common Stock which is contained in the Company's
Registration Statement on Form 8-A, as filed with the Commission on January
31, 2007, (Registration No. 001-33288) under the Securities and Exchange
Act of 1934, as amended (the "Exchange Act"), including any amendment or report
filed for the purpose of updating such description; and
v. all
other
reports filed by the Company pursuant to Sections 13(a) and 15(d) of the
Exchange Act, since September 30, 2006.
All
documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d)
of the Exchange Act subsequent to the date of this registration statement and
prior to the filing of a post-effective amendment to this registration statement
which indicates that all Shares have been sold or deregistering all Shares
which
remain unsold, shall be deemed to be incorporated by reference in this
registration statement and to be part hereof from the date of filing of such
documents.
For
purposes of this registration statement and the related prospectus, any
statement contained in a document incorporated or deemed to be incorporated
by
reference shall be deemed to be modified or superseded to the extent that a
statement contained herein or in a subsequently filed document which also is
or
is deemed to be incorporated herein by reference modifies or replaces such
statement. Any statement so modified shall not be deemed in its unmodified
form
to constitute part of this registration statement or the related
prospectus.
Item
4. Description
of Securities.
Not
applicable
Item
5. Interests
of Named Experts and Counsel.
Not
applicable
Item
6. Indemnification
of Directors and Officers.
Effective
August 13, 2006, the Company agreed to indemnify Francis J. Petro,
John C. Corey, Timothy J. McCarthy, Donald C. Campion, Paul J.
Bohan, Ronald W. Zabel, William P. Wall and Robert H. Getz, each of whom is
a member of the Board of Directors, against loss or expense arising from such
individuals’ service to the Company and its subsidiaries and affiliates, and to
advance attorneys fees and other costs of defense to such individuals in respect
of claims that may be eligible for indemnification under certain circumstances.
The Company has also entered into an agreement to indemnify
Anastacia Kilian from any losses arising out of any legal opinion she may
give in her capacity as the Company's general counsel.
The
Company is a corporation organized under the laws of the State of Delaware.
Section 145 of the Delaware General Corporation Law (the “DGCL”) permits a
Delaware corporation to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that he or she is or was a director, officer, employee or agent of the
corporation or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation or enterprise.
A
corporation may indemnify against expenses (including attorneys’ fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
in connection with such action, suit or proceeding if the person indemnified
acted in good faith and in a manner he or she 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 his or her
conduct was unlawful. In the case of an action or suit by or in the right of
the
corporation to procure a judgment in its favor, no indemnification may be made
in respect to any claim, issue or matter as to which such person shall have
been
adjudged to be liable to the corporation unless and only to the extent that
the
Court of Chancery of the State of Delaware, or the court in which such action
or
suit was brought, shall determine upon application that, despite the
adjudication of liability, such person is fairly and reasonably entitled to
indemnity for such expenses which the court shall deem proper. Section 145
provides that, to the extent a present or former director or officer of a
corporation has been successful in the defense of any action, suit or proceeding
referred to above or in the defense of any claim, issue or matter therein,
he or
she shall be indemnified against expenses (including attorneys’ fees) actually
and reasonably incurred by him or her in connection therewith.
Pursuant
to authority conferred by Delaware law, the Company’s certificate of
incorporation contains provisions providing that no director shall be liable
to
the Company or its stockholders for monetary damages for breach of fiduciary
duty as a director, except to the extent that such exemption from liability
or
limitation thereof is not permitted under Delaware law as then in effect or
as
it may be amended. This provision is intended to eliminate the risk that a
director might incur personal liability to the Company or its stockholders
for
breach of the duty of care.
The
Company’s certificate of incorporation and by-laws contain provisions requiring
it to indemnify and advance expenses to the directors and officers to the
fullest extent permitted by law. Among other things, these provisions generally
provide indemnification for the Company’s directors and officers against
liabilities for judgments in and settlements of lawsuits and other proceedings
and for the advancement and payment of fees and expenses reasonably incurred
by
the director or officer in defense of any such lawsuit or proceeding if the
director or officer acted in good faith and in a manner he or she reasonably
believed to be in or not opposed to the best interests of the Company, and
in
certain cases only if the director or officer is not adjudged to be liable
to
the Company.
Item
7. Exemption
from Registration Claimed.
Not
applicable.
Item
8. Exhibits.
|
Exhibit
No.
|
Description
|
|
4.1
|
Haynes
International, Inc. 2007 Stock Option Plan (incorporated by reference
to
Exhibit 10.25 to Registration Statement on Form S-1, Registration
No.
333-140194)
|
|
5.1
|
Legal
Opinion of Ice Miller LLP
|
|
23.1
|
Consent
of Ice Miller LLP (contained in Exhibit 5.1)
|
|
23.2
|
Consent
of Deloitte & Touche LLP
|
|
24.1
|
Power
of Attorney (included on the signature page to this Registration
Statement)
|
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 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 law 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% 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) of this section 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 section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in the 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 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.
The
undersigned registrant hereby undertakes that, for purposes of determining
any
liability under the Securities Act of 1933, each filing of the 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 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.
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 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 Act and will be governed by final adjudication of
such issue.
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
Kokomo, State of Indiana, on August 13, 2007.
| |
|
|
| |
HAYNES
INTERNATIONAL, INC. |
|
|
|
| |
By: |
By:
/s/ Francis J. Petro
|
| |
Name:
Francis J. Petro
|
| |
Title:
President and Chief Executive
Officer
|
Power
of Attorney
Each
person whose signature appears below authorizes Francis J. Petro, Anastacia
S.
Kilian, and Marcel Martin, and each of them, as his attorney in fact and agent,
with full power of substitution and resubstitution, to execute, in his name
and
on his behalf, in any and all capacities, this registration statement on Form
S-8 and any amendments thereto (and any additional registration statement
related thereto permitted by Rule 462(b) promulgated under the Securities Act
of
1933 (and all further amendments including post-effective amendments thereto))
necessary or advisable to enable the Registrant to comply with the Securities
Act, and any rules, regulations and requirements of the Commission, in respect
thereof, in connection with the registration of the securities which are the
subject of such registration statement, which amendments may make such changes
in such registration statement as such attorney may deem appropriate, and with
full power and authority to perform and do any and all acts and things
whatsoever which any such attorney or substitute may deem necessary or advisable
to be performed or done in connection with any or all of the above-described
matters, as fully as each of the undersigned could do if personally present
and
acting, hereby ratifying and approving all acts of any such attorney or
substitute.
Pursuant
to the requirements of the Securities Act of 1933, this registration statement
has been signed by the following persons on behalf of the Registrant in the
capacities and on August 13, 2007.
|
Name
|
|
Title
|
|
/s/
Francis J. Petro
|
|
President
and Chief Executive Officer (Principal Executive Officer),
Director
|
|
Francis
J. Petro
|
|
|
| |
|
|
|
/s/
Marcel Martin
|
|
Chief
Financial Officer (Principal Financial Officer)
|
|
Marcel
Martin
|
|
|
| |
|
|
|
/s/
Dan Maudlin
|
|
Controller
(Principal Accounting Officer)
|
|
Dan
Maudlin
|
|
|
| |
|
|
|
/s/
John C. Corey
|
|
Chairman
of the Board
|
|
John
C. Corey
|
|
|
| |
|
|
|
/s/
Paul. J. Bohan
|
|
Director
|
|
Paul.
J. Bohan
|
|
|
| |
|
|
|
/s/
Donald C. Campion
|
|
Director
|
|
Donald
C. Campion
|
|
|
| |
|
|
|
/s/
Timothy J. McCarthy
|
|
Director
|
|
Timothy
J. McCarthy
|
|
|
| |
|
|
| |
|
Director
|
|
William
P. Wall
|
|
|
| |
|
|
|
/s/
Ronald W. Zabel
|
|
Director
|
|
Ronald
W. Zabel
|
|
|
| |
|
|
|
/s/
Robert H. Getz
|
|
Director
|
|
Robert
H. Getz
|
|
|
Index
to
Exhibits
|
Exhibit
No.
|
Description
|
|
4.1
|
Haynes
International, Inc. 2007 Stock Option Plan (incorporated by reference
to
Exhibit 10.25 to Registration Statement on Form S-1, Registration
No.
333-140194)
|
|
5.1
|
Legal
Opinion of Ice Miller LLP
|
|
23.1
|
Consent
of Ice Miller LLP (contained in Exhibit 5.1)
|
|
23.2
|
Consent
of Deloitte & Touche LLP
|
|
24.1
|
Power
of Attorney (included on signature
page)
|