As filed with the Securities and Exchange Commission on August 3, 2009
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
SCHNITZER STEEL INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
| OREGON | 93-0341923 | |
| (State or other jurisdiction of incorporation or organization) |
(IRS Employer Identification No.) |
| 3200 NW YEON AVE., PO BOX 10047 PORTLAND, OREGON |
97210 | |
| (Address of Principal Executive Offices) | (Zip Code) |
SCHNITZER STEEL INDUSTRIES, INC. 1993 STOCK INCENTIVE PLAN
(Full title of plan)
Richard C. Josephson
Senior Vice President, General Counsel and Secretary
Schnitzer Steel Industries, Inc.
3200 NW Yeon Ave., PO Box 10047
Portland, OR 97210
(Name and address of agent for service)
Telephone number, including area code, of agent for service: (503) 224-9900
Copy to:
Margaret Hill Noto
Stoel Rives LLP
900 SW Fifth Avenue, Suite 2300
Portland, Oregon 97204-1268
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer | x | Accelerated filer | ¨ | |||
| Non-accelerated filer | ¨ (Do not check if a smaller reporting company) | Smaller reporting company | ¨ | |||
CALCULATION OF REGISTRATION FEE
| Title of Securities to Be Registered |
Amount to Be Registered |
Proposed Maximum Offering Price Per Share (1) |
Proposed Maximum Aggregate Offering Price (1) |
Amount of Registration Fee | ||||
| Class A Common Stock, $1.00 par value |
5,000,000 Shares | $49.74 | $248,700,000 | $13,877.46 | ||||
| (1) | The proposed maximum offering price per share and the proposed maximum aggregate offering price are estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) under the Securities Act of 1933. The calculation of the registration fee for the shares to be registered is based on $49.74, which was the average of the high and low prices of the Class A Common Stock on July 29, 2009 as reported on Nasdaq. |
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents By Reference.
This Registration Statement incorporates the contents of the Registrant’s Registration Statement on Form S-8, Registration No. 333-21895.
Item 8. Exhibits.
| 5.1 | Opinion of Stoel Rives LLP. | |
| 23.1 | Consent of PricewaterhouseCoopers LLP. | |
| 23.2 | Consent of Stoel Rives LLP (included in Exhibit 5.1). | |
| 24.1 | Powers of Attorney. | |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company 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 August 3, 2009.
| SCHNITZER STEEL INDUSTRIES, INC. | ||
| By | /s/ RICHARD C. JOSEPHSON | |
| Richard C. Josephson, Senior Vice President, General Counsel and Secretary | ||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities indicated on August 3, 2009.
| SIGNATURE |
TITLE | |||
| *TAMARA L. LUNDGREN |
President, Chief Executive Officer and Director | |||
| Tamara L. Lundgren | (Principal Executive Officer) | |||
| *RICHARD D. PEACH |
Vice President-Finance and Treasurer | |||
| RICHARD D. Peach | (Principal Financial Officer) | |||
| *JEFF P. POESCHL |
Vice President-Corporate Controller | |||
| Jeff P. Poeschl | (Principal Accounting Officer) | |||
| *DAVID J. ANDERSON |
Director | |||
| David J. Anderson | ||||
| *ROBERT S. BALL |
Director | |||
| Robert S. Ball | ||||
| *JOHN D. CARTER |
Director | |||
| John D. Carter | ||||
| *WILLIAM A. FURMAN |
Director | |||
| William A. Furman | ||||
| *WAYLAND R. HICKS |
Director | |||
| Wayland R. Hicks | ||||
| *JUDITH JOHANSEN |
Director | |||
| Judith Johansen | ||||
| *WILLIAM D. LARSSON |
Director | |||
| William D. Larsson | ||||
| *SCOTT LEWIS |
Director | |||
| Scott Lewis | ||||
| *KENNETH M. NOVACK |
Director | |||
| Kenneth M. Novack | ||||
| *JEAN S. REYNOLDS |
Director | |||
| Jean S. Reynolds | ||||
| *JILL SCHNITZER EDELSON |
Director | |||
| Jill Schnitzer Edelson | ||||
| *RALPH R. SHAW |
Director | |||
| Ralph R. Shaw | ||||
| *By | /s/ RICHARD C. JOSEPHSON | |
| Attorney-in-fact, Richard C. Josephson |
EXHIBIT INDEX
| EXHIBIT |
DOCUMENT DESCRIPTION | |
| 5.1 |
Opinion of Stoel Rives LLP. | |
| 23.1 |
Consent of PricewaterhouseCoopers LLP. | |
| 23.2 |
Consent of Stoel Rives LLP (included in Exhibit 5.1). | |
| 24.1 |
Powers of Attorney. | |