As filed with the Securities and Exchange Commission on October 31, 2008
Registration No. 333-
========================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
Registration Statement
under
The Securities Act of 1933
A.M. CASTLE & CO.
(Exact name of registrant as specified in its charter)
MARYLAND 36-0879160
(State or other jurisdiction of I.R.S. employer
incorporation or organization) identification no.)
3400 North Wolf Road
Franklin Park, Illinois 60131
(Address of principal executive offices, including zip code)
A.M. CASTLE & CO. 2008 RESTRICTED STOCK,
STOCK OPTION AND EQUITY COMPENSATION PLAN
(Full title of the plan)
Sherry L. Holland
Vice President, General Counsel and Secretary
A.M. Castle & Co.
3400 North Wolf Road
Franklin Park, Illinois 60131
(Name and address of agent for service)
(847) 349-2515
(Telephone number, including area code, of agent for service)
With a copy to:
Lauralyn G. Bengel
Schiff Hardin LLP
6600 Sears Tower
Chicago, Illinois 60606
(312) 258-5670
____________________________________________
CALCULATION OF REGISTRATION FEE
PROPOSED
MAXIMUM PROPOSED
AMOUNT OFFERING MAXIMUM
TITLE OF SECURITIES TO BE PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED PER SHARE OFFERING PRICE REGISTRATION FEE
---------------------------------------- ------------ --------- -------------- ----------------
Common Stock, $0.01 par value per share 2,000,000(2) $8.62(1) $17,240,000(1) $678(1)
(1) Computed on the basis of $8.62, the average of the high and low
sales prices of the Common Stock reported on The New York Stock
Exchange on October 27, 2008 pursuant to Rule 457(h) of the
Securities Act of 1933, as amended (the "1933 Act") solely for
the purpose of calculating the amount of the registration fee.
(2) Pursuant to Rule 416 of the 1933 Act, this Registration Statement
shall also cover any additional shares of Common Stock which
become issuable under the Plans pursuant to this Registration
Statement by reason of any stock dividend, stock split,
recapitalization or any other similar transaction effected
without the receipt of consideration which results in an increase
in the number of the Registrant's outstanding shares of Common
Stock.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by the Registrant with the
Securities and Exchange Commission (the "Commission") are hereby
incorporated by reference in the Registration Statement:
(a) The Registrant's Annual Report on Form 10-K for the
year ended December 31, 2007;
(b) The Registrant's Quarterly Report on Form 10-Q for the
periods ended March 31, 2008, June 30, 2008, and
September 30, 2008;
(c) All other reports filed pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 since the
end of 2007; and
(d) The description of the Registrant's Common Stock
contained in the Registrant's Proxy Statement for the
Annual Meeting of Stockholders held on April 26, 2001,
filed on March 23, 2001.
All documents filed by the Registrant or a Plan pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
1934 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 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 part hereof from the date of filing 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 2-405.2 of the Maryland General Corporation Law
permits a Maryland corporation to include in its charter a provision
limiting the liability of its directors and officers to the
corporation and its stockholders for money damages except for
liability resulting from (a) actual receipt of an improper benefit or
profit in money, property or services for the amount of the benefit or
profit in money, property or services actually received or (b) active
and deliberate dishonesty established by a final judgment which is
material to the cause of action. The Registrant's charter contains
such a provision which eliminates directors' and officers' liability
to the maximum extent permitted by Maryland law.
Section 2-418 of Maryland General Corporation Law requires a
corporation (unless its charter provides otherwise, which the
Registrant's charter does not) to indemnify a director or officer who
has been successful, on the merits or otherwise, in the defense of any
proceeding to which he is made a party by reason of his service in
that capacity. Maryland law permits a corporation to indemnify its
present and former directors and officers, among others, against
judgments, penalties, fines, settlements and reasonable expenses
actually incurred by them in connection with any proceeding to which
they may be made a party by reason of their service in those or other
capacities unless it is established that (a) the act or omission of
the director or officer was material to the matter giving rise to the
proceeding and (1) was committed in bad faith or (2) was the result of
active and deliberate dishonesty, (b) the director or officer actually
received an improper personal benefit in money, property or services
or (c) in the case of any criminal proceeding, the director or officer
had reasonable cause to believe that the act or omission was unlawful.
However, under Maryland law, a Maryland corporation may not indemnify
for an adverse judgment in a suit by or in the right of the
corporation or for a judgment of liability on the basis that personal
benefit was improperly received, unless in either case a court orders
indemnification and then only for expenses. In addition, Maryland law
permits a corporation to advance reasonable expenses to a director or
officer upon the corporation's receipt of (x) a written affirmation by
the director or officer of his good faith belief that he has met the
standard of conduct necessary for indemnification by the corporation
and (y) a written undertaking by him or on his behalf to repay the
amount paid or reimbursed by the corporation if it is ultimately
determined that the standard of conduct was not met.
The Registrant's by-laws require it to indemnify to the
fullest extent permitted by Maryland law in effect from time to time
any person who is a present or former director, officer or employee of
the Registrant and who is made a party to any proceeding (including
any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative) by reason of
such person's service in such capacity or as a director, officer,
partner, trustee or employee of any other corporation, partnership,
joint venture, trust, employee benefit plan or other enterprise which
he served as such at the request of the Registrant against all
judgments, penalties, fines, settlements and reasonable expenses
actually incurred by him in connection with such proceeding, unless it
is established that (a) the act or omission of such person was
material to the matter giving rise to the proceeding and was committed
in bad faith or was the result of active and deliberate dishonesty or
(b) such person actually received an improper personal benefit in
money, property or services or (c) in the case of any criminal
proceeding, such person had reasonable cause to believe that the act
or omission was unlawful. The Registrant may, with the approval of
its Board of Directors, provide such indemnification to a person who
served a predecessor of the Registrant in any of the capacities
described above and to any agent of the Registrant or a predecessor of
the Registrant.
The Registrant maintains a directors' and officers'
liability insurance policy. The policy insures the Registrant's
directors and officers against unindemnified losses ensuing from
certain wrongful acts in their capacities as directors and officers
and reimburses the Registrant for those losses for which it has
lawfully indemnified the directors and officers. This policy contains
various exclusions, none of which apply to this offering.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The Exhibits filed herewith are set forth on the Exhibit
Index filed as part of this Registration Statement.
ITEM 9. UNDERTAKINGS.
The 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;
(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 (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 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 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 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.
SIGNATURES
The Registrant. 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 Franklin Park, State of Illinois, on
October 23, 2008.
A.M. Castle & Co.
(Registrant)
By: /s/ Michael H. Goldberg
----------------------------
Michael H. Goldberg
President and Chief Executive
Officer
Each person whose signature appears below appoints Michael H.
Goldberg and Sherry L. Holland, and each of them singly, as such
person's true and lawful attorneys to execute in the name of each such
person, and to file, any post-effective amendments to this
Registration Statement that any of such attorneys shall deem necessary
or advisable to enable the Registrant to comply with the Securities
Act of 1933 and any rules, regulations and requirements of the
Commission with respect thereto, in connection with this Registration
Statement, which amendments may make such changes in such Registration
Statement as any of the above-named attorneys deems appropriate, and
to comply with the undertakings of the Registrant made in connection
with this Registration Statement; and each of the undersigned hereby
ratifies all that any of said attorneys shall do or cause to be done
by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons
on behalf of the Registrant in the capacities indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Michael H. Goldberg President, Chief Executive Officer October 23, 2008
--------------------------- and Director (Principal Executive
Michael H. Goldberg Officer)
/s/ Scott F. Stephens Vice President, Chief Financial October 23, 2008
--------------------------- Officer and Treasurer (Principal
Scott F. Stephens Financial Officer)
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Patrick R. Anderson Vice President, Controller and October 23, 2008
--------------------------- Chief Accounting Officer
Patrick R. Anderson (Principal Accounting Officer)
/s/ Brian P. Anderson Director October 23, 2008
---------------------------
Brian P. Anderson
/s/ Thomas A. Donahoe Director October 23, 2008
---------------------------
Thomas A. Donahoe
/s/ Ann M. Drake Director October 23, 2008
---------------------------
Ann M. Drake
/s/ William K. Hall Director October 23, 2008
---------------------------
William K. Hall
/s/ Robert S. Hamada Director October 23, 2008
---------------------------
Robert S. Hamada
/s/ Patrick J. Herbert III Director October 23, 2008
---------------------------
Patrick J. Herbert III
/s/ Terrence J. Keating Director October 23, 2008
---------------------------
Terrence J. Keating
/s/ Pamela Forbes Lieberman Director October 23, 2008
---------------------------
Pamela Forbes Lieberman
/s/ John McCartney Director October 23, 2008
---------------------------
John McCartney
/s/ Michael Simpson Director October 23, 2008
---------------------------
Michael Simpson
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
------- ----------------------
4.1 Articles of Incorporation of the Registrant
(incorporated herein by reference to Appendix D of
the Registrant's Definitive Proxy Statement filed
with the SEC on March 23, 2001)
4.2 By-Laws of the Registrant (incorporated herein by
reference to Exhibit 3.2 to the Registrant's annual
report on Form 10-K for the year ended December 31,
2007)
5 Opinion of Schiff Hardin LLP
23.1 Consent of Schiff Hardin LLP
(Contained in its Opinion filed as Exhibit 5)
23.2 Consent of Deloitte & Touche LLP
24 Power of Attorney (contained on signature page)