As filed with the Securities and Exchange Commission on July 15, 2005

Registration No. 333-            

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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

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FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

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EARLE M. JORGENSEN COMPANY

(Exact name of registrant as specified in its charter)

 

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Delaware		95-0886610
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification Number)

 

10650 Alameda Street

Lynwood, California 90262

(Address of Principal Executive Offices including Zip Code)

 

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Earle M. Jorgensen Retirement Savings Plan

(Full title of plans)

 

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William S. Johnson

Vice President, Chief Financial Officer and Secretary

Earle M. Jorgensen Company

10650 Alameda Street

Lynwood, California 90262

(Name, address and telephone number of agent for service)

 

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Copy to:

 

Mark A. Conley, Esq.

Katten Muchin Rosenman LLP

2029 Century Park East, Suite 2600

Los Angeles, CA 90067

 

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CALCULATION OF REGISTRATION FEE

 

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Title of Each Class of Securities To Be Registered(1)		Amount To Be Registered(2)		Proposed Maximum Offering Price Per Share(3)		Proposed Maximum Aggregate Offering Price(3)		Amount Of Registration Fee
Common Stock, $0.001 par value		7,000,000		$8.83		$61,810,000		$7,275.04

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(1)	In addition, pursuant to rule 416(c) under the Securities Act, of 1933, as amended (the “Securities Act”) this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan described herein.

(2)

This registration statement also covers an indeterminate number of additional shares of common stock of Earle M. Jorgensen Company, a Delaware corporation (the “Company”) that may be issued by reason of stock splits, stock dividends, recapitalizations or similar transactions pursuant to Rule 416(a) of the Securities Act.

(3)	Estimated solely for the purposes of determining the registration fee pursuant to Rules 457(h) and 457(c) of the Securities Act. The price shown is the average of the high and low prices of the Common Stock on July 11, 2005 as reported on the New York Stock Exchange.

 

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Introduction

 

This registration statement on Form S-8 (the “Registration Statement”) is filed by the Company, relating to 7,000,000 shares of the Registrant’s common stock, $0.001 par value (the “Common Stock”), issuable pursuant to the Earle M. Jorgensen Retirement Savings Plan (the “Plan”).

 

The Plan was originally adopted effective as of May 3, 1990, as the Earle M. Jorgensen Company Employee Stock Ownership Plan (the “ESOP”) which was amended and restated effective as of April 1, 1999 to be a stock bonus plan under Section 401(a) of the Code, and an eligible individual account plan under Section 407(d)(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”).

 

The Kilsby-Roberts Employee Stock Ownership Plan was consolidated with and into the ESOP in 1990.

 

Effective January 1, 1991, certain assets from the ESOP adopted as of the first day of January, 1984 by the Company as the Earle M. Jorgensen Company Employee Stock Ownership and Capital Accumulation Plan were transferred to the ESOP. The Earle M. Jorgensen Employee Stock Ownership and Capital Accumulation Plan was then renamed the Earle M. Jorgensen Company Employee Capital Accumulation Plan (the “ECAP”).

 

Effective April 1, 2004 the ESOP was renamed the Earle M. Jorgensen Stock Bonus Plan.

 

Effective August 1, 2005 the ESOP will be amended and restated, and be renamed the Earle M. Jorgensen Retirement Savings Plan, and (3) the ECAP will be merged into the Plan.

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PART I

 

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

 

The information required by Part I of this Registration Statement will be included in documents that will be sent or given to participants in the Plan pursuant to Rule 428(b)(1) of the Securities Act. That information is not being filed with the Securities and Exchange Commission (the “SEC”) in accordance with the rules and regulations of the SEC.

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PART II

 

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 3. Incorporation of Documents by Reference.

 

The following documents previously filed by Earle M. Jorgensen Company (the “Company”) with the SEC under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), are hereby incorporated by reference into the Registration Statement:

 

1.

the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2005, as filed on June 29, 2005 (File No. 011-07537);

 

2.

The Company’s Current Reports on Form 8-K filed on April 15, 2005, April 21, 2005 and May 6, 2005 and all other reports filed by the Company pursuant to Section 13(a) or 15(d) of the Exchange Act, since the end of the fiscal year covered by the Annual Report on Form 10-K referred to in (a) above; and

 

3.

The description of the Common Stock contained in the Company’s Registration Statement on Form 8-A filed with the SEC on March 22, 2005 pursuant to Section 12(b) of the Exchange Act, and all amendments thereto and reports filed for the purpose of updating such description.

 

In addition, all documents filed by the Company, including with respect to or on behalf of the Plan, pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, including any Annual Report on Form 11-K, subsequent to the date hereof and prior to the filing of a post-effective amendment indicating that all securities offered pursuant to this Registration Statement have been sold or deregistering all such securities then remaining unsold shall be deemed to be incorporated by reference herein and to be part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement.

 

Item 4. Description of Securities.

 

Not Applicable.

 

Item 5. Interests of Named Experts and Counsel.

 

Not Applicable.

 

Item 6. Indemnification of Directors and Officers.

 

Our certificate of incorporation contains provisions that eliminate the personal liability of our directors to us or our stockholders for monetary damages for breach of their fiduciary duty as a director to the fullest extent permitted by the Delaware General Corporation Law, except for liability:

 

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for any breach of their duty of loyalty to us or our stockholders;

 

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for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;

 

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for unlawful payments of dividends or unlawful stock repurchases or redemptions; and

 

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for any transaction from which the director derived an improper personal benefit.

 

These provisions do not affect a director’s responsibilities under any other laws, including the federal securities laws or state or federal environmental laws.

 

Our certificate of incorporation also contains provisions that require us to indemnify to the fullest extent permitted by the provisions of the Delaware General Corporation Law, as now or hereafter in effect, all persons whom we may indemnify under such provisions, including directors or officers.

 

Our bylaws also contain provisions that require us to indemnify our directors, and permit us to indemnify our officers and employees, to the fullest extent permitted by Delaware law. However, we are not obligated to indemnify any such person:

 

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with respect to proceedings, claims or actions initiated or brought voluntarily by any such person and not by way of defense; or

 

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for any amounts paid in settlement, without our prior written consent, of an action in respect of which we would otherwise indemnify such person.

 

We have entered into indemnification agreements with each of our directors and executive officers providing for the indemnification described above. We believe that these limitations on liability are essential to attracting and retaining qualified persons as directors and executive officers. We have directors’ and officers’ liability insurance.

 

The Underwriting Agreement dated April 14, 2005, by and among the Company, Earle M. Jorgensen Holding Company, Inc., Credit Suisse First Boston LLC and Goldman, Sachs & Co. on behalf of themselves and as representatives of the several underwriters and relating to the Company’s initial public offering provides for indemnification by the underwriters of the Company, its directors and officers and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act against certain liabilities, including liabilities under the Securities Act.

 

The Registration Rights Agreement dated April 20, 2005, by and among the Company, Maurice S. Nelson, Jr. (“Nelson”), Kelso Investment Associates, L.P. (“KIA”), Kelso Equity Partners II, L.P. (“KEP II”), KIA III-Earle M. Jorgensen, L.P. (“KIA III”) and Kelso Investment Associates IV, L.P. (“KIA IV”, and collectively with Nelson, KIA, KEP II and KIA III, the “Stockholders”) provides for cross-indemnification by the Company and the Stockholders in connection with registration of the Company’s common stock on behalf of the Stockholders.

 

Item 7. Exemption from Registration Claimed.

 

Not Applicable.

 

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Item 8. Exhibits.

 

4.1		Specimen stock certificate representing the Company’s common stock. Incorporated by reference to Exhibit 4.1 to the Company’s Amendment No. 3 to Registration Statement on Form S-4 as filed on February 11, 2005 (Registration No. 33-111882).
4.2		Amended and Restated Certificate of Incorporation of the Company. Incorporated by reference to Exhibit 3.1 to the Company’s Amendment No. 5 to Registration Statement on Form S-4 as filed on March 11, 2005 (Registration No. 33-111882) (the “Amendment No. 5 to the Company’s 2004 Registration Statement”).
4.3		Amended and Restated Bylaws of the Company. Incorporated by reference to Exhibit 3.2 to Amendment No. 5 to the Company’s 2004 Registration Statement.
4.4*		Form of Earle M. Jorgensen Retirement Savings Plan (As Amended and Restated Effective as of August 1, 2005).
4.5*		Form of Trust Agreement between T. Rowe Price Trust Company and Earle M. Jorgensen Company.
5.1*		Opinion of Katten Muchin Rosenman LLP (including consent).
23.1*		Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.
23.2*		Consent of Katten Muchin Rosenman LLP (contained in its opinion filed as Exhibit 5.1 hereto).
24.1*		Power of Attorney (included on the signature page of this registration statement).

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*	Included in this filing

 

The undersigned registrant hereby undertakes that it will submit or has submitted the Plan and any amendment thereto to the Internal Revenue Service (“IRS”) in a timely manner and has made or will make all changes required by the IRS in order to qualify the Plan.

 

Item 9. Undertakings

 

1. The undersigned registrant hereby undertakes:

 

(a) To file, during any period in which offers or sales are being made, a post-effective amendment to the 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 (a)(i) and (a)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in

 

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periodic reports filed with or furnished to the Commission by the undersigned 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.

 

(b) 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.

 

(c) 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.

 

2. The undersigned registrant hereby undertakes that, for the purpose 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.

 

3. 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 provision, 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.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the Company certifies that it has reasonable grounds to believe 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 Lynwood, State of California, on July 15, 2005.

 

 

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POWER OF ATTORNEY

 

Each person whose signature appears below hereby constitutes and appoints Maurice S. Nelson, Jr., R. Neil McCaffery, William S. Johnson, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and revocation, to sign on his behalf, individually and in each capacity stated below, all amendments and post-effective amendments to this Registration Statement on Form S-8 and to file the same, with all exhibits thereto and any other documents in connection therewith, with the Securities and Exchange Commission under the Securities Act of 1933, as amended, granting unto such attorneys-in-fact and agents 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 each such person might or could do in person, hereby ratifying and confirming each act that said attorneys-in-fact and agents may lawfully 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 by the following persons in the capacities indicated below and on July 15, 2005.

 

Signature		Title
/s/    DAVID M. RODERICK         David M. Roderick		Chairman of the Board and Director
/s/    MAURICE S. NELSON, JR.         Maurice S. Nelson, Jr.		President, Chief Executive Officer, Chief Operating Officer and Director (principal executive officer)
/s/    WILLIAM S. JOHNSON         William S. Johnson		Vice President, Chief Financial Officer and Secretary (principal financial officer and accounting officer)
/s/    FRANK T. NICKELL         Frank T. Nickell		Director
/s/    WILLIAM A. MARQUARD         William A. Marquard		Director
/s/    JOHN RUTLEDGE         Dr. John Rutledge		Director
/s/    EARL L. MASON         Earl L. Mason		Director

 

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/s/    DAVID I. WAHRHAFTIG         David I. Wahrhaftig		Director
/s/    JOSEPH T. O’DONNELL, JR.         Joseph T. O’Donnell, Jr.		Director
/s/    ANDREW G. SHARKEY, III         Andrew G. Sharkey, III		Director

 

Pursuant to the requirements of the Securities Act of 1933, the trustees (or other persons who administer the Plan) have duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Lynwood, State of California, on July 15, 2005.

 

 

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INDEX TO EXHIBITS

 

Exhibits		Description
4.4		Form of Earle M. Jorgensen Retirement Savings Plan (As Amended and Restated Effective as of August 1, 2005).
4.5		Form of Trust Agreement between T. Rowe Price Trust Company and Earle M. Jorgensen Company.
5.1		Opinion of Katten Muchin Rosenman LLP (including consent).
23.1		Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.
23.2		Consent of Katten Muchin Rosenman LLP (contained in its opinion filed as Exhibit 5.1 hereto).
24.1		Power of Attorney (included on the signature page of this registration statement).

 

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