-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TJr4SqNcY8BGGXDmLrBB1S7N72rufSGy2UFIzka6u4nK24kLNMdVRVMsH2IdWegt yiYo8gJal/beCcQ6OFWCEw== 0000830260-04-000021.txt : 20040319 0000830260-04-000021.hdr.sgml : 20040319 20040319123633 ACCESSION NUMBER: 0000830260-04-000021 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 REFERENCES 429: 001-09887 FILED AS OF DATE: 20040319 EFFECTIVENESS DATE: 20040319 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OREGON STEEL MILLS INC CENTRAL INDEX KEY: 0000830260 STANDARD INDUSTRIAL CLASSIFICATION: STEEL WORKS, BLAST FURNACES ROLLING MILLS (COKE OVENS) [3312] IRS NUMBER: 940506370 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-113740 FILM NUMBER: 04679325 BUSINESS ADDRESS: STREET 1: 1000 SW BROADWAY STREET 2: STE 2200 CITY: PORTLAND STATE: OR ZIP: 97205 BUSINESS PHONE: 5032405788 MAIL ADDRESS: STREET 1: PO BOX 5368 CITY: PORTLAND STATE: OR ZIP: 97228 S-8 1 declshareg.txt DECLUSIN SHARE GRANT As filed with the Securities and Exchange Commission on March 18, 2004 ----------------- Registration No. 333- ------------ - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------- Form S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------------- OREGON STEEL MILLS, INC. (Exact name of registrant as specified in its charter) Delaware 94-0506370 -------- ---------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1000 S.W. Broadway, Suite 2200 Portland, Oregon 97205 ------------------------------- ----- (Address of Principal Executive Offices) (Zip Code) Declusin Share Grant -------------------- (Full title of the plan) James E. Declusin President and Chief Executive Officer 1000 S.W. Broadway, Suite 2200, Portland, Oregon 97205 ---------------------- (Name and address of agent for service) 503.223.9228 ------------ (Telephone number, including area code, of agent for service) Copy to: Carmen M. Calzacorta Schwabe, Williamson & Wyatt, P.C. 1211 S.W. Fifth Avenue, 18th Floor, Pacwest Center, Portland, Oregon 97204 503.222.9981
CALCULATION OF REGISTRATION FEE - ------------------------- ---------------------- ----------------------- ------------------------ -------------------- Proposed Maximum Proposed Maximum Amount of Title of Securities to Amount to be Offering Price Per Aggregate Offering Registration Fee be Registered Registered Share Price - ------------------------- ---------------------- ----------------------- ------------------------ -------------------- Common Stock, $.01 par 40,000 shares FN2 $6.60 FN1 $264,000 FN1 $34.00 value - ------------------------- ---------------------- ----------------------- ------------------------ -------------------- FN1 This estimate is based on the average of the high and low sales prices of the common stock of Oregon Steel Mills, Inc., as reported on the New York Stock Exchange on March 17, 2004 pursuant to Rule 457(c) and (h), solely for purposes of determining the registration fee. FN2 Pursuant to Rule 416, also covers additional securities that may be issuable as a result of stock splits, stock dividends recapitalizations or similar transactions.
PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS The documents containing the information required to be included in Part I of this Registration Statement will be sent or given to the participant in the Declusin Share Grant as specified by Rule 428. Pursuant to Rule 424, those documents are not required to be filed with the Securities and Exchange Commission either as part of this Registration Statement or as prospectuses or prospectus supplements. Those documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act of 1933, as amended (the "SECURITIES ACT"). I-1 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The SEC allows us to "incorporate by reference" the documents that we file with them pursuant to the Securities Exchange Act of 1934 (the "EXCHANGE ACT"). This means that we can disclose important information to you by referring to those documents. The information in the documents incorporated by reference is considered to be part of this Registration Statement, and information in documents that we file with the SEC in the future will automatically update and supersede this information. We have filed the following documents with the SEC, which are incorporated by reference in this Registration Statement: (a) Annual report on Form 10-K for the year ended December 31, 2003; and (b) The description of our common stock contained in our Registration Statement on Form 8-A and any amendment or report filed for the purpose of updating such description. All documents we file 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 that indicates that all the securities offered hereby have been sold or that deregisters all the securities remaining unsold, will be deemed to be incorporated by reference in this Registration Statement and to be a part of this Registration Statement from the date of the 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. The Company is a Delaware corporation. Section 145 of the General Corporation Law of the State of Delaware (the "GCL") provides, in summary, that a corporation may indemnify a director, officer, employee or agent of a corporation (i) in the case of third-party claims, against certain expenses incurred by such person in connection with any action, suit or proceeding brought or threatened against such person by reason of the fact that he or she is or was a director, officer, employee or agent of the corporation, if such person 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 (ii) in the case of actions by or in the right of the corporation, against certain expenses incurred by such person in connection with the defense or settlement of such an action, if such person 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; provided, however, that, in the case of actions by or in the right of the corporation, if such person is adjudged to be liable to the corporation, no indemnification can be made unless a court determines that such person is fairly and reasonably entitled to indemnification. Indemnification also is authorized with respect to any criminal action or proceeding where, in addition to the criteria stated under (i) above, a director, officer, employee or agent had no reasonable cause to believe that his or her conduct was unlawful. Section 145 of the GCL furthermore provides that a corporation must indemnify a director, officer, employee or agent of the corporation to the extent that he or she is successful on the merits or otherwise in defending any of the actions, suits or proceedings described above. II-1 The Registrant's Restated Certificate of Incorporation (the "RESTATED CERTIFICATE") and Bylaws provide for the indemnification by the Registrant of directors, officers, employees and agents to the fullest extent permitted by Section 145 of the Delaware GCL. Additionally, Section 145 of the Delaware GCL permits a corporation to purchase and maintain insurance on behalf of its directors, officers, employees and agents against any liability asserted against such persons and incurred by such persons, or arising out of such persons' status as such. The Registrant maintains an insurance policy covering its directors and officers against such liability. The Registrant also has entered into indemnification agreements with certain directors and executive officers. The agreements provide that the Registrant will indemnify the director or officer to the fullest extent allowed by the Restated Certificate and applicable law. In addition, the agreements provide that the Registrant will indemnify the director or officer for all expenses and liabilities relating to any proceeding in which the director or officer is made a party by reason of being an agent of the Registrant. The agreements also provide for mandatory insurance coverage for the director or officer. Section 102 of the Delaware GCL provides that a corporation, in its Certificate of Incorporation, may eliminate the personal liability of its directors to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, other than liability for (1) any breach of the director's duty of loyalty to the corporation or its stockholders, (2) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (3) any transaction from which the director derived an improper personal benefit and (4) unlawful payment of dividends or unlawful stock purchases or redemptions. The Restated Certificate provides for the elimination, to the fullest extent permitted by law, of personal liability of its directors for monetary damages for breach of fiduciary duty as a director. Reference is made to the Restated Certificate of Incorporation filed as Exhibit 3.1 to the Company's annual report on Form 10-K for the year ended December 31, 1999, filed on March 29, 2000. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. ITEM 8. EXHIBITS. See Exhibit Index. ITEM 9. UNDERTAKINGS. A. 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 thereof) 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 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 a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and II-2 (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 clauses (1)(i) and (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 clauses 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 into 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 therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and (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 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 this 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. C. 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 the final adjudication of such issue. II-3 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 Portland, State of Oregon, on March 18, 2004. -------- OREGON STEEL MILLS, INC. /s/ James E. Declusin ----------------------------------------------- James E. Declusin, President and Chief Executive Officer Each person whose signature appears below constitutes and appoints each of L. Ray Adams and Jeff S. Stewart his true and lawful attorney-in-fact and agent, each with full power of substitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments to this Registration Statement, and to file the same with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent with full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that each said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done 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 date indicated. Date: March 18, 2004 /s/ James E. Declusin ---------- ---------------------------------------- James E. Declusin, President, Chief Executive Officer and Director (Principal Executive Officer) Date: March 18, 2004 /s/ L. Ray Adams ---------- ---------------------------------------- L. Ray Adams, Chief Financial Officer, Vice President - Finance and Treasurer (Principal Financial Officer) Date: March 18, 2004 /s/ Jeff S. Stewart ---------- ---------------------------------------- Jeff S. Stewart, Corporate Controller (Principal Accounting Officer) Date: March 18, 2004 /s/ Harry L. Demorest ---------- ---------------------------------------- Harry L. Demorest, Director Date: March 18, 2004 /s/ Carl W. Neun ---------- ---------------------------------------- Carl W. Neun, Director Date: March 18, 2004 /s/ David L. Parkinson ---------- ---------------------------------------- David L. Parkinson, Director Date: March 18, 2004 /s/ Stephen P. Reynolds ---------- ---------------------------------------- Stephen P. Reynolds, Director Date: March 18, 2004 /s/ John A. Sproul ---------- ---------------------------------------- John A. Sproul, Director Date: March 18, 2004 /s/ William Swindells ---------- ---------------------------------------- William Swindells, Chairman of the Board and Director Date: March 18, 2004 /s/ Frank M. Walker ---------- ---------------------------------------- Frank M. Walker, Director II-4 EXHIBIT INDEX ------------- EXHIBIT NUMBER DESCRIPTION OF EXHIBIT 5.1 Opinion of Schwabe, Williamson & Wyatt, P.C. (and Consent). 23.1 Consent of Independent Accountants - PricewaterhouseCoopers LLP 23.2 Consent of Independent Accountants - KPMG LLP 23.3 Consent of Schwabe, Williamson & Wyatt, P.C. is contained in Exhibit 5.1. 24.1 Powers of Attorney of directors and officers of the Registrant are included on the signature page of this Registration Statement 99.1 Employment Agreement (filed as exhibit 10.1 to the Company's Form 10-Q for quarter ended September 30, 2003 and incorporated by reference into this S-8.) 99.2 Letter to James E. Declusin dated March 10, 2004 II-5 EX-5 2 s8exh51.txt SCHWABE WILLIAMSON & WYATT OPINION AND CONSENT EXHIBIT 5.1 OPINION OF SCHWABE WILLIAMSON & WYATT, P.C. March 18, 2004 Oregon Steel Mills, Inc. 1000 SW Broadway, Suite 2200 Portland, Oregon 97205 Ladies and Gentlemen: We are acting as counsel to Oregon Steel Mills, Inc., a Delaware Corporation (the "COMPANY"), in connection with the Registration Statement on Form S-8 (the "REGISTRATION STATEMENT"), filed by the Company under the Securities Act of 1933, relating to the registration of 40,000 shares ("SHARES") of the common stock, $.01 par value (the "COMMON STOCK"), of the Company issuable under the Declusin share grant set out in his Employment Agreement dated as of August 1, 2003 and a letter to James E. Declusin dated March 10, 2004 (collectively, the "PLAN"). - ---------- We have examined and relied upon originals or copies, certified or otherwise identified to our satisfaction, of the Company's Restated Certificate of Incorporation, as amended, the Company's By-laws as currently in effect, the Registration Statement, the Plan, and such other corporate documents and records and other certificates, and we have made such investigations of law, as we have deemed necessary to render this opinion. Based upon and subject to the foregoing, we are of the opinion that the Shares, when issued in accordance with the Plan, will be legally issued, fully paid and nonassessable (subject to forfeiture as specified in the Plan) under the Delaware General Corporation Law, the Delaware Constitution, and reported judicial decisions thereunder. We consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement. In giving our consent we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Securities and Exchange Commission. Very truly yours, /s/ Schwabe, Williamson & Wyatt, P.C. SCHWABE, WILLIAMSON & WYATT, P.C. EX-23 3 s8exh9232.txt KPMG CONSENT FOR S-8 EXHIBIT 23.2 Independent Auditors' Consent ----------------------------- The Board of Directors and Stockholders Oregon Steel Mills, Inc.: We consent to the use of our reports dated March 5, 2004, with respect to the consolidated balance sheet of Oregon Steel Mills, Inc. and subsidiaries as of December 31, 2003, and the related consolidated statements of income, changes in stockholders' equity, and cash flows for the year then ended, and related financial statement schedule, incorporated herein by reference. (signed) KPMG LLP Portland, Oregon March 18, 2004 EX-23 4 exh231pwc.txt PRICEWATERHOUSECOOPERS CONSENT - OSM S-8 EXHIBIT 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated March 3, 2003 relating to the financial statements and financial statement schedule of Oregon Steel Mills, Inc., which appears in Oregon Steel Mills, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2003. /s/ PricewaterhouseCoopers LLP Portland, Oregon March 18, 2004 EX-99 5 s8exh992.txt LETTER TO JAMES DECLUSIN 3/10/04 EXHIBIT 99.2 [OREGON STEEL MILLS, INC. LETTERHEAD March 10, 2004 JAMES E. DECLUSIN 1000 S.W. Broadway, Suite 2200 Portland, Oregon 97205 Dear Jim: As an inducement to you accepting the position of President and Chief Executive Officer of Oregon Steel Mills, Inc. ("COMPANY"), the Company agreed to grant you 40,000 shares of Company common stock ("SHARES") in accordance with the terms of your Employment Agreement dated August 1, 2003. The Shares will be issued as follows: - ------------------------------------- ------------------------------------------ REGISTRATION The Shares will be registered on a AND LISTING OF SHARES: Form S-8 registration statement (to the extent available to the Company) and an application for listing of the Shares will be filed with the New York Stock Exchange. - ------------------------------------- ------------------------------------------ ISSUANCE OF SHARES: The Shares will be issued within 10 days after registration of the Shares with the SEC on a Form S-8 registration statement. - ------------------------------------- ------------------------------------------ FORFEITURE AND ESCROW: If you are not employed by the Company on August 1, 2004 then you will forfeit 20,000 of the Shares ("RESTRICTED SHARES"). The Company will hold the stock certificate representing the Restricted Shares in escrow until August 1, 2004 and reserves the right to place a restrictive legend on the certificate representing the Restricted Shares. You will not be allowed to transfer or encumber the Restricted Shares in any way until after August 1, 2004. Upon issuance of the Shares, you agree to deliver a stock power in blank to the Company with respect to the Restricted Shares so that the Company may cancel the Restricted Shares if you are not employed by the Company on August 1, 2004. - ------------------------------------- ------------------------------------------ INCOME AND The Company will withhold from your salary EMPLOYMENT TAXES: your share of all employment taxes with respect to the Shares and pay the Company's share of employment taxes. The Company will withhold certain income taxes from your salary relating to the Shares but you are responsible for any income taxes relating to the Shares. - ------------------------------------- ------------------------------------------ Nothing in this letter confers upon you any right to continue your employment relationship with the Company for any period of time, nor does it interfere in any way with your right or the Company's right to terminate that relationship at any time, for any reason, subject to the terms of your Employment Agreement dated August 1, 2003. Sincerely, /s/ William Swindells -------------------------------- William Swindells, Chairman of the Board -----END PRIVACY-ENHANCED MESSAGE-----