Securities Registration: Employee Benefit Plan (s-8)
February 15 2019 - 5:07PM
Edgar (US Regulatory)
As filed with the Securities and Exchange
Commission on February 15, 2019
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ARCONIC INC.
(Exact name of registrant as specified
in its charter)
Delaware
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25-0317820
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(State of Incorporation)
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(I.R.S. Employer Identification No.)
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390 Park Avenue
New York, New York 10022-4608
(Address of principal executive offices,
including zip code)
Arconic Inc. Chief Executive Officer
Initial Equity Award Agreement dated February 15, 2019
Arconic Inc. Chief Operating Officer
Initial Equity Award Agreement dated February 15, 2019
(Full Titles of Plans)
Katherine H. Ramundo
Executive Vice President, Chief Legal
Officer and Secretary
Arconic Inc.
390 Park Avenue
New York, New York 10022-4608
(212) 836-2732
(Name, Address and Telephone Number,
Including Area Code, of Agent for Service)
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions
of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging
growth company” in Rule 12b-2 under the Exchange Act.
Large accelerated filer
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x
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Accelerated filer
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¨
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Non-accelerated filer
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¨
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Smaller reporting company
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¨
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Emerging growth company
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¨
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If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 7(a)(2)(B) of the Securities Act.
¨
CALCULATION OF REGISTRATION FEE
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Title of Securities
to be Registered
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Amount
to be
Registered (1)
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Proposed
Maximum
Offering Price
Per Share (2)
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Proposed
Maximum
Aggregate
Offering Price (2)
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Amount of
Registration Fee
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Common Stock, par value $1.00 per share
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1,385,000 shares
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$17.43
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$24,140,550.00
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$2,925.83
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(1)
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Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers any additional securities that may be offered or issued pursuant to the Arconic Inc. Chief Executive Officer Initial Equity Award Agreement dated February 15, 2019 and the Arconic Inc. Chief Operating Officer Initial Equity Award Agreement dated February 15, 2019 to prevent dilution as a result of adjustments for stock splits, stock dividends or similar transactions.
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(2)
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Estimated solely for the purpose of calculating the registration fee pursuant to 457(c) and 457(h) of the Securities Act, and based on the average of the high and low prices of shares of the Registrant’s common stock reported on the New York Stock Exchange on February 8, 2019.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a)
PROSPECTUS
Item 1.
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Plan Information.*
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Item 2.
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Registrant Information and Employee Plan Annual Information.*
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*
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Information required by Part I to be contained in the Section 10(a) prospectus is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act and the Note to Part I of Form S-8.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION
STATEMENT
Item 3.
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Incorporation of Documents by Reference.
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The Securities and Exchange Commission (“SEC”)
allows Arconic Inc. (“Arconic”) to “incorporate by reference” in this Registration Statement the information
in the documents that it files with the SEC, which means that Arconic can disclose important information to you by referring you
to those documents. The information incorporated by reference in this Registration Statement is considered to be a part of this
Registration Statement, and information in documents that Arconic files later with the SEC will automatically update and supersede
information contained in documents filed earlier with the SEC or contained in this Registration Statement. Arconic incorporates
by reference in this Registration Statement the documents listed below and any future filings that it may make with the SEC under
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) after the date of this
Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that
all securities offered hereby have been sold or which deregisters all securities then remaining unsold, except that Arconic is
not incorporating by reference any information that is deemed to have been furnished and not filed in accordance with SEC rules.
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•
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Arconic’s
Annual Report on Form 10-K for the fiscal year ended December 31, 2017;
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•
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Arconic’s
Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2018, June 30, 2018 and September 30, 2018;
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Arconic’s
Current Reports on Form 8-K filed January 4, 2018, January 8, 2018 (Item 5.02 and Item 9.01 only), January 25, 2018, February
6, 2018, February 16, 2018, March 7, 2018, March 28, 2018, April 18, 2018, May 22, 2018, July 2, 2018, October 1, 2018 (Item 8.01
only), December 6, 2018, February 6, 2019 (Item 5.02 only) and February 15, 2019; and
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•
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The
description of Arconic’s common stock, par value $1.00 per share contained in Arconic’s Registration Statement on
Form 8-A/A (File No. 001-03610), filed January 4, 2018, including any amendment or report filed or to be filed for the purpose
of updating such description.
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Arconic will furnish without charge to you,
upon written or oral request, a copy of any or all of the documents described above, except for exhibits to those documents, unless
the exhibits are specifically incorporated by reference into those documents. Requests for copies should be addressed to:
Arconic Inc.
Attention: Investor Relations
390 Park Avenue
New York, New York 10022-4608
Telephone: (212) 836-2758
Item 4.
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Description of Securities.
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Not Applicable.
Item 5.
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Interests of Named Experts and Counsel.
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Not Applicable.
Item 6.
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Indemnification of Directors and Officers.
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Arconic has purchased a directors and officers
liability insurance policy with an aggregate limit of $600 million for liability of directors and officers. The insurance also
includes within that limit $200 million of coverage, subject to a deductible, for reimbursement to Arconic for indemnification
provided to directors and officers. The policy has an expiration date of November 1, 2019 and provides liability insurance and
reimbursement coverage for Arconic and its directors and officers that is permitted by the laws of Delaware.
Section 145 of the General Corporation Law
of the State of Delaware (as amended, the “DGCL”) grants a corporation the power to indemnify its officers and directors,
under certain circumstances and subject to certain conditions and limitations as stated therein, against expenses, including attorneys’
fees, judgments, fines and amounts paid in settlement, actually and reasonably incurred by them as a result of threatened, pending
or completed actions, suits or proceedings brought against them by reason of the fact that they are or were an officer or director
of the corporation or served at the request of the corporation if they acted in good faith and in a manner they 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 their conduct was unlawful.
Article VI of Arconic’s Bylaws provides
that Arconic shall indemnify and hold harmless each person who was or is a party to, or is otherwise threatened to be made a party
to, any threatened, pending or completed action, suit or proceeding (a “Proceeding”), by reason of the fact that he
or she (or a person of whom he or she is the legal representative), is or was a director or officer of Arconic or, while serving
as a director or officer of Arconic, is or was serving at the request of Arconic as a director, officer, trustee, employee or agent
of another entity (a “Covered Person”), to the fullest extent permitted by the DGCL, against all expenses, liability
and loss reasonably incurred or suffered by such Covered Person in connection therewith; provided, however, that Arconic shall
indemnify any such Covered Person seeking indemnification in connection with a Proceeding (or part thereof) initiated by such Covered
Person only if such Proceeding (or part thereof) was authorized by the Board of Directors of Arconic. Arconic has entered into
indemnity agreements with its directors and officers consistent with the foregoing.
Arconic’s Bylaws also provide that,
to the fullest extent permitted by the DGCL, each Covered Person shall have the right to be paid by Arconic the expenses (including
reasonable attorneys’ fees) incurred in connection with any Proceeding in advance of its final disposition; provided, that
if the DGCL requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer
shall be made only upon delivery to Arconic of an undertaking by or on behalf of such director or officer, to repay all amounts
so advanced if it shall ultimately be determined by final judicial decision from which there is no further right of appeal that
such director or officer is not entitled to be indemnified for such expenses.
Section 145 of the DGCL and the Bylaws also
provide that the indemnification provided for therein shall not be deemed exclusive of any other rights to which those seeking
indemnification may otherwise be entitled.
Section 102(b)(7) of the DGCL provides that
a Delaware corporation’s certificate of incorporation may contain a provision eliminating or limiting the personal liability
of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, provided
that such provision shall not eliminate or limit the liability of a director: (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) certain unlawful share purchases, redemptions, or dividends; or (iv) for any transaction from
which the director derived an improper personal benefit. Arconic’s Certificate of Incorporation provides that a director
of Arconic shall not be personally liable either to Arconic or to any of its stockholders for monetary damages for breach of fiduciary
duty as a director, to the fullest extent permitted by the DGCL.
The foregoing description of certain provisions
of Arconic’s Certificate of Incorporation and Bylaws does not purport to be complete, and is subject to, and qualified in
its entirety by, Arconic’s Certificate of Incorporation and Bylaws, which have been filed and are incorporated by reference
herein as Exhibit 4.1 and 4.2, respectively.
Item 7.
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Exemption From Registration Claimed.
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Not Applicable.
The following exhibits are filed with or
incorporated by reference into this Registration Statement (numbering corresponds to Exhibit Table in Item 6.01 of Regulation S-K).
Exhibit
Number
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Description
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4.1
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Certificate of Incorporation of Arconic Inc. (incorporated by reference to Exhibit 3.1 to Arconic’s Current Report on Form 8-K, filed with the SEC on January 4, 2018).
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4.2
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Bylaws of Arconic Inc. (incorporated by reference to Exhibit 3.2 to Arconic’s Current Report on Form 8-K, filed with the SEC on January 4, 2018).
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4.3
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Arconic Inc. Chief Executive Officer Initial Equity Award Agreement dated February 15, 2019.
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4.4
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Arconic Inc. Chief Operating Officer Initial Equity Award Agreement dated February 15, 2019.
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5.1
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Opinion of Richards, Layton & Finger, P.A.
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15.1
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Letter regarding unaudited interim financial information.
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23.1
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Consent of PricewaterhouseCoopers LLP.
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23.2
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Consent of Richards, Layton & Finger, P.A. (included as part of Exhibit 5).
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24.1
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Power of Attorney of certain directors of Arconic.
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(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;
(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 low or high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20 percent 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 (i) and (ii) do not
apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed
with or furnished to the SEC by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated
by reference 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 (and, where applicable, each
filing of an employee benefit plan’s annual report pursuant to 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.
(c) 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 SEC 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.
EXHIBIT INDEX
Exhibit
Number
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Description
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4.1
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Certificate of Incorporation of Arconic Inc. (incorporated by reference to Exhibit 3.1 to Arconic’s Current Report on Form 8-K, filed with the SEC on January 4, 2018).
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4.2
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Bylaws of Arconic Inc. (incorporated by reference to Exhibit 3.2 to Arconic’s Current Report on Form 8-K, filed with the SEC on January 4, 2018).
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4.3
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Arconic Inc. Chief Executive Officer Initial Equity Award Agreement dated February 15, 2019.
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4.4
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Arconic Inc. Chief Operating Officer Initial Equity Award Agreement dated February 15, 2019.
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5.1
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Opinion of Richards, Layton & Finger, P.A.
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15.1
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Letter regarding unaudited interim financial information.
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23.1
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Consent of PricewaterhouseCoopers LLP.
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23.2
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Consent of Richards, Layton & Finger, P.A. (included as part of Exhibit 5).
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24.1
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Power of Attorney of certain directors of Arconic.
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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 New York, the State of New York, on February 15, 2019.
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ARCONIC INC.
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(Registrant)
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By:
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/s/ PAUL MYRON
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Paul Myron
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Vice President and Controller
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(Principal Accounting Officer)
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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.
Signature
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Title
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Date
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/s/ JOHN C. PLANT
John C. Plant
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Chairman and Chief Executive Officer; Director
(Principal Executive Officer)
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February 15, 2019
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/s/ KEN GIACOBBE
Ken Giacobbe
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Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
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February 15, 2019
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/s/ PAUL MYRON
Paul Myron
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Vice President and Controller
(Principal Accounting Officer)
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February 15, 2019
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James F. Albaugh, Amy E. Alving, Christopher L. Ayers, Arthur
D. Collins, Jr., Elmer L. Doty, Rajiv L. Gupta, David P. Hess, Sean O. Mahoney, David J. Miller, E. Stanley O’Neal and Ulrich
R. Schmidt, each as a Director, on February 15, 2019, by Paul Myron, their attorney-in-fact.
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/s/ Paul Myron
Attorney-in-fact
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