UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K/A
Amendment No. 1
(Mark One)
| x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended May 31, 2005
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number 000-51307
CHAPARRAL STEEL COMPANY
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 20-2373478 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) |
300 Ward Road
Midlothian, Texas 76065
(Address of Principal Executive Offices)
(972) 775-8241
(Registrant’s Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
NONE
Securities registered pursuant to Section 12(g) of the Act:
Title of Class
Common Stock, Par Value $0.01 Per Share
Preferred Stock Purchase Rights
Indicate by check mark whether the registrant (l) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ¨ No x
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes ¨ No x
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x
The aggregate market value of the voting and non-voting common equity held by non-affiliates as of November 30, 2004 (computed by reference to the price at which the common equity was last sold on such date), was $0.00. As of November 30, 2004, the registrant was a wholly-owned subsidiary of Texas Industries, Inc.
There were 22,803,867 shares of common stock, $0.01 par value per share, outstanding on August 22, 2005.
DOCUMENTS INCORPORATED BY REFERENCE:
None.
EXPLANATORY NOTE
This Form 10-K/A is being filed to amend and restate in its entirety Item 15 of the Registrant’s Annual Report on Form 10-K for the fiscal year ended May 30, 2005 by adding the Chaparral Steel Company Annual Incentive Plans for the Fiscal Year 2006 to the exhibit list as Exhibit 10.18. The Chaparral Steel Company Annual Incentive Plans for the Fiscal Year 2006 were inadvertently left off of the exhibit list included in the Annual Report as originally filed.
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.
| (a) | The following documents are filed as a part of this report: |
| (1) |
Financial Statements and Schedules | |||
| Report of Independent Registered Public Accounting Firm |
F-1 | |||
| Consolidated Balance Sheets as of May 31, 2005 and May 31, 2004 |
F-2 | |||
| Consolidated Statements of Operations for the Years Ended May 31, 2005, May 31, 2004 and May 31, 2003 |
F-3 | |||
| Consolidated Statements of Cash Flows for the Years Ended May 31, 2005, May 31, 2004 and May 31, 2003 |
F-4 | |||
| Consolidated Statements of Stockholders Equity for the Years Ended May 31, 2005, May 31, 2004 and May 31, 2003 |
F-5 | |||
| Notes to Consolidated Financial Statements |
F-6 | |||
| (2) |
Financial Statement Schedules | |||
| Financial statement schedules have been omitted because they are not applicable or the information or the information required therein is included elsewhere in the financial statements or notes thereto. | ||||
| (3) |
Listing of Exhibits | |||
| Articles of Incorporation and Bylaws. | ||||
| 3.1 | Amended and Restated Certificate of Incorporation of Chaparral Steel Company. | |||
| 3.2 | Bylaws of Chaparral Steel Company. | |||
| 3.3 | Certificate of Designations of Series A Participating Preferred Stock, filed with the Secretary of State of Delaware on July 21, 2005. | |||
| Instruments defining the rights of security holders, including indentures. | ||||
| 4.1 | Form of Chaparral Steel Company’s 10% Senior Notes Due 2013. | |||
| 4.2 | Form of Notation of Guarantee. | |||
| 4.3 | Registration Rights Agreement, dated July 6, 2005, between Chaparral Steel Company, its domestic subsidiaries, Banc of America Securities LLC, UBS Securities LLC, SunTrust Capital Markets, Inc., Wells Fargo Securities, LLC, and Comerica Securities, Inc. | |||
| 4.4 | Indenture between Chaparral Steel Company and Wells Fargo Bank, National Association, as trustee, dated July 6, 2005. | |||
| 4.5 | Rights Agreement between Chaparral Steel Company and Mellon Investor Services LLC, as rights agent, dated as of July 29, 2005. | |||
| Material Contracts | ||
| 10.1 | Purchase Agreement, between Chaparral Steel Company, Banc of America Securities LLC, USB Securities LLC, Suntrust Capital Markets, Inc., Wells Fargo Securities, LLC and Comerica Securities, Inc., dated June 29, 2005. | |
| 10.2 | Credit Agreement, dated as of June 16, 2005, among Chaparral Steel Company, Bank of America, N.A., as administrative agent, swing line lender and l/c issuer, USB Securities LLC, as syndication agent, General Electric Capital Corporation, Wells Fargo Bank, National Association and Suntrust Bank, as co-documentation agents and the other lenders party thereto. | |
| 10.3 | Security Agreement among Chaparral Steel Company, its domestic subsidiaries, and Bank of America, N.A., as administrative agent, dated July 6, 2005. | |
| 10.4 | Separation and Distribution Agreement between Chaparral Steel Company and Texas Industries, Inc. | |
| 10.5 | Amendment No. 1 to Separation and Distribution Agreement between Chaparral Steel Company and Texas Industries, Inc., dated July 27, 2005. | |
| 10.6 | Tax Sharing and Indemnification Agreement between Chaparral Steel Company and Texas Industries, Inc., dated July 6, 2005. | |
| 10.7 | Chaparral Steel Company Amended and Restated 2005 Omnibus Equity Compensation Plan (the “Omnibus Plan).* | |
| 10.8 | Chaparral Steel Company Financial Security Plan (including form of agreement).* | |
| 10.9 | Employment Agreement between Tommy A. Valenta and Chaparral Steel Company.* | |
| 10.10 | Form of Incentive and Nonqualified Stock Option Agreement under the Omnibus Plan issued by Chaparral Steel Company in replacement of Texas Industries, Inc. (“TXI”) options originally granted to TXI employees under TXI 1993 Stock Option Plan.* | |
| 10.11 | Form of Incentive and Nonqualified Stock Option Agreement under the Omnibus Plan issued by Chaparral Steel Company in replacement of TXI options originally granted to TXI employees under TXI 2004 Omnibus Equity Compensation Plan.* | |
| 10.12 | Form of Nonqualified Stock Option Agreement under the Omnibus Plan issued by Chaparral Steel Company in replacement of TXI options originally granted to TXI non-employee directors under the TXI 1993 Stock Option Plan.* | |
| 10.13 | Form of Nonqualified Stock Option Agreement under the Omnibus Plan issued by Chaparral Steel Company in replacement of TXI options originally granted to TXI non-employee directors under the TXI 2004 Omnibus Equity Compensation Plan* | |
| 10.14 | Form of Nonqualified Stock Option Agreement for employees under the Omnibus Plan.* | |
| 10.15 | Form of Deferred Compensation Agreement for non-employee directors under the Omnibus Plan.* | |
| 10.16 | Form of Restricted Stock Agreement for non-employee directors under the Omnibus Plan.* | |
| 10.17 | Form of TXI Common Stock Award Plan and Award Letters for Tommy A. Valenta and William H. Dickert assumed by Chaparral Steel Company.* | |
| 10.18 | Chaparral Steel Company Annual Incentive Plans Fiscal Year 2006* | |
| Subsidiaries of Chaparral Steel Company | ||
| 21.1 | Subsidiaries of Chaparral Steel Company. | |
|
Consents of Experts and Counsel | ||
| 23.1 | Consent of Ernst & Young LLP. | |
|
Rule 13a-14(a)/15d-14(a) Certifications. | ||
| 31.1 | Certification pursuant to Rule 13a-14(a)/15d-14(a) (Principal Executive Officer). | |
| 31.2 | Certification pursuant to Rule 13a-14(a)/15d-14(a) (Principal Financial Officer). | |
|
Section 1350 Certifications. | ||
| 32.1 | Section 1350 Certifications (Principal Executive Officer). | |
| 32.2 | Section 1350 Certifications (Principal Financial Officer). | |
| * | Management contract or compensatory plan |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Date: October 25, 2005 | CHAPARRAL STEEL COMPANY | |
| (Registrant) | ||
| /s/ Tommy A. Valenta | ||
| Tommy A. Valenta | ||
| Director, Chief Executive Officer and President | ||
| (Principal Executive Officer) | ||
INDEX TO EXHIBITS
CHAPARRAL STEEL COMPANY
EXHIBIT INDEX
| Incorporated by Reference (if applicable) | ||||||||
| Exhibit Number and Description |
Form |
Date |
File No. |
Exhibit | ||||
| (3) Articles of Incorporation and Bylaws |
||||||||
| 3.1 Amended and Restated Certificate of Incorporation of Chaparral Steel Company | 10-12G/A No. 1 |
June 10, 2005 | 000-51307 | 3.1 | ||||
| 3.2 Bylaws of Chaparral Steel Company | 10-12G | May 6, 2005 | 000-51307 | 3.2 | ||||
| 3.3 Certificate of Designations of Series A Participating Preferred Stock, filed with the Secretary of State of Delaware on July 21, 2005 | 8-K | July 22, 2005 | 000-51307 | 3.1 | ||||
| (4) Instruments defining the rights of security holders, including indentures | ||||||||
| 4.1 Form of Chaparral Steel Company’s 10% Senior Notes Due 2013 | 8-K | July 12, 2005 | 000-51307 | 4.1 | ||||
| 4.2 Form of Notation of Guarantee | 8-K | July 12, 2005 | 000-51307 | 4.2 | ||||
| 4.3 Registration Rights Agreement, dated July 6, 2005, between Chaparral Steel Company, its domestic subsidiaries, Banc of America Securities LLC, UBS Securities LLC, SunTrust Capital Markets, Inc., Wells Fargo Securities, LLC, and Comerica Securities, Inc. | 8-K | July 12, 2005 | 000-51307 | 4.3 | ||||
| 4.4 Indenture between Chaparral Steel Company and Wells Fargo Bank, National Association, as trustee, dated July 6, 2005 | 8-K | July 12, 2005 | 000-51307 | 4.4 | ||||
| 4.5 Rights Agreement between Chaparral Steel Company and Mellon Investor Services LLC, as rights agent, dated as of July 29, 2005 | 8-K | July 21, 2005 | 000-51307 | 4.1 | ||||
CHAPARRAL STEEL COMPANY
EXHIBIT INDEX
| Incorporated by Reference (if applicable) | ||||||||
| Exhibit Number and Description |
Form |
Date |
File No. |
Exhibit | ||||
| (10) Material Contracts | ||||||||
| 10.1 Purchase Agreement, between Chaparral Steel Company, Banc of America Securities LLC, USB Securities LLC, Suntrust Capital Markets, Inc., Wells Fargo Securities, LLC and Comerica Securities, Inc., dated June 29, 2005 | 8-K | July 12, 2005 | 000-51307 | 10.1 | ||||
| 10.2 Credit Agreement, dated as of June 16, 2005, among Chaparral Steel Company, Bank of America, N.A., as administrative agent, swing line lender and l/c issuer, USB Securities LLC, as syndication agent, General Electric Capital Corporation, Wells Fargo Bank, National Association and Suntrust Bank, as co-documentation agents and the other lenders party thereto | 8-K | July 12, 2005 | 000-51307 | 10.2 | ||||
| 10.3 Security Agreement among Chaparral Steel Company, its domestic subsidiaries, and Bank of America, N.A., as administrative agent, dated July 6, 2005 | 8-K | July 12, 2005 | 000-51307 | 10.3 | ||||
| 10.4 Separation and Distribution Agreement between Chaparral Steel Company and Texas Industries, Inc. | 8-K | July 12, 2005 | 000-51307 | 10.4 | ||||
| 10.5 Amendment No. 1 to Separation and Distribution Agreement between Chaparral Steel Company and Texas Industries, Inc., dated July 27, 2005+ | N/A | N/A | N/A | N/A | ||||
| 10.6 Tax Sharing and Indemnification Agreement between Chaparral Steel Company and Texas Industries, Inc., dated July 6, 2005 | 8-K | July 12, 2005 | 000-51307 | 10.5 | ||||
CHAPARRAL STEEL COMPANY
EXHIBIT INDEX
| Incorporated by Reference (if applicable) | ||||||||
| Exhibit Number and Description |
Form |
Date |
File No. |
Exhibit | ||||
| 10.7 Chaparral Steel Company Amended and Restated 2005 Omnibus Equity Compensation Plan (the “Omnibus Plan)* | 10-12G/A No. 5 |
July 21, 2005 | 000-51307 | 10.3 | ||||
| 10.8 Chaparral Steel Company Financial Security Plan (including form of agreement)* | 8-K | July 21, 2005 | 000-51307 | 10.1 | ||||
| 10.9 Employment Agreement between Tommy A. Valenta and Chaparral Steel Company*+ | N/A | N/A | N/A | N/A | ||||
| 10.10 Form of Incentive and Nonqualified Stock Option Agreement under the Omnibus Plan issued by Chaparral Steel Company in replacement of Texas Industries, Inc. (“TXI”) options originally granted to TXI employees under TXI 1993 Stock Option Plan*+ | N/A | N/A | N/A | N/A | ||||
| 10.11 Form of Incentive and Nonqualified Stock Option Agreement under the Omnibus Plan issued by Chaparral Steel Company in replacement of TXI options originally granted to TXI employees under TXI 2004 Omnibus Equity Compensation Plan*+ | N/A | N/A | N/A | N/A | ||||
| 10.12 Form of Nonqualified Stock Option Agreement under the Omnibus Plan issued by Chaparral Steel Company in replacement of TXI options originally granted to TXI non-employee directors under the TXI 1993 Stock Option Plan*+ | N/A | N/A | N/A | N/A | ||||
| 10.13 Form of Nonqualified Stock Option Agreement under the Omnibus Plan issued by Chaparral Steel Company in replacement of TXI options originally granted to TXI non-employee directors under the TXI 2004 Omnibus Equity Compensation Plan*+ | N/A | N/A | N/A | N/A | ||||
| 10.14 Form of Nonqualified Stock Option Agreement for employees under the Omnibus Plan*+ | N/A | N/A | N/A | N/A | ||||
CHAPARRAL STEEL COMPANY
EXHIBIT INDEX
| Incorporated by Reference (if applicable) | ||||||||
| Exhibit Number and Description |
Form |
Date |
File No. |
Exhibit | ||||
| 10.15 Form of Deferred Compensation Agreement for non-employee directors under the Omnibus Plan*+ | N/A | N/A | N/A | N/A | ||||
| 10.16 Form of Restricted Stock Agreement for non-employee directors under the Omnibus Plan*+ | N/A | N/A | N/A | N/A | ||||
| 10.17 Form of TXI Common Stock Award Plan and Award Letters for Tommy A. Valenta and William H. Dickert assumed by Chaparral Steel Company*+ | N/A | N/A | N/A | N/A | ||||
| 10.18 Chaparral Steel Company Annual Incentive Plans Fiscal Year 2006*# | N/A | N/A | N/A | N/A | ||||
| (21) Subsidiaries of Chaparral Steel Company | ||||||||
| 21.1 Subsidiaries of Chaparral Steel Company+ |
N/A | N/A | N/A | N/A | ||||
| (23) Consents of Experts and Counsel | ||||||||
| 23.1 Consent of Ernst & Young LLP+ |
N/A | N/A | N/A | N/A | ||||
| (31) Rule 13a-14(a)/15d-14(a) Certifications | ||||||||
| 31.1 Certification pursuant to Rule 13a-14(a)/15d-14(a) (Principal Executive Officer)# |
N/A | N/A | N/A | N/A | ||||
| 31.2 Certification pursuant to Rule 13a-14(a)/15d-14(a) (Principal Financial Officer)# |
N/A | N/A | N/A | N/A | ||||
CHAPARRAL STEEL COMPANY
EXHIBIT INDEX
| Incorporated by Reference (if applicable) | ||||||||
| Exhibit Number and Description |
Form |
Date |
File No. |
Exhibit | ||||
| (32) Section 1350 Certifications |
||||||||
| 32.1 Section 1350 Certifications (Principal Executive Officer)# |
N/A | N/A | N/A | N/A | ||||
| 32.2 Section 1350 Certifications (Principal Financial Officer)# |
N/A | N/A | N/A | N/A | ||||
| * | Management contract or compensatory plan |
| + | Filed as an Exhibit to the Company’s Annual Report on Form 10-K for the fiscal year ended May 31, 2005, as filed August 26, 2005 |
| # | Filed herewith |