Registration No. 333-_____
As filed with the Securities and Exchange Commission on June 1, 2001
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
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REUNION INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 06-1439715
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
11 Stanwix Street, Suite 1400, Pittsburgh, Pennsylvania 15222
(Address of Principal Executive Offices)
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THE 1998 STOCK OPTION PLAN OF REUNION INDUSTRIES, INC.
(Full title of plan)
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Richard L. Evans Copies of communications to:
Reunion Industries, Inc.
11 Stanwix Street Stephen W. Johnson, Esq.
Suite 1400 Buchanan Ingersoll PC
Pittsburgh, Pennsylvania 15222 One Oxford Centre, 20th Floor
(Name and address of agent for service) 301 Grant Street
412-281-2111 Pittsburgh, Pennsylvania 15219
(Telephone number of agent for service) (412) 562-8800
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Calculation of Registration Fee
Proposed Proposed
maximum maximum
Title of offering aggregate Amount of
securities to Amount to price offering registration
be registered be registered per unit(1) price(1) fee
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Common Stock 600,000 $ 1.295 $ 777,000 $ 194.25
(1) The price is estimated solely for purpose of calculating the registration
fee pursuant to Rule 457(h)(1). The offering price and fee are computed
based on the average of the high and low prices of the registrant's
common stock as reported on the American Stock Exchange on May 29, 2001.
Registration No. 333-_____
As filed with the Securities and Exchange Commission on June 1, 2001
INCORPORATION OF PRIOR REGISTRATION STATEMENTS BY REFERENCE
Reunion Industries, Inc. (the "Corporation"), hereby incorporates by
reference into this Registration Statement the information contained in the
Corporation's earlier Registration Statement, File No. 333-37702, relating to
the Corporation's 1998 Stock Option Plan.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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 Pittsburgh, Commonwealth of
Pennsylvania, on June 1, 2001.
REUNION INDUSTRIES, INC.
/s/ RICHARD L. EVANS
------------------------
Richard L. Evans
Executive Vice President of
Administration and Secretary
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities as of this 1st day of June, 2001.
Signature Title Date
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Charles E. Bradley, Sr. Chairman of the Board and
Chief Executive Officer
Thomas N. Amonett Director
Kimball J. Bradley Director, President and
Chief Operating Officer
Thomas L. Cassidy Director /s/RICHARD L. EVANS
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Richard L. Evans, for
W. R. Clerihue Director himself and as
attorney-in-fact for
each director and
Joseph C. Lawyer Director and Vice the principal
Chairman financial and
accounting officer,
Franklin Myers Director on June 1, 2001
John G. Poole Director
Richard L. Evans Executive Vice President
of Administration and Secretary
John M. Froehlich Executive Vice President of
Finance and Chief Financial
Officer (Principal Accounting Officer)
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Exhibit Index
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Exhibit
Number Description
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4.1 The 1998 Stock Option Plan of Reunion Industries, Inc.
Incorporated by reference from Exhibit 2.2 to Registration
Statement on Form S-4 (No. 333-56153)
4.2 Form of Stock Option Agreement relating to the 1998 Stock
Option Plan. Incorporated by reference from Exhibit 10.7 to
Annual Report on Form 10-K for year ended December 31, 1998
(No. 033-64325)
5.1* Opinion of Buchanan Ingersoll Professional Corporation
23.1* Consent of Buchanan Ingersoll Professional Corporation (included
in its opinion filed as Exhibit 5.1 hereto)
23.2* Consent of PricewaterhouseCoopers LLP, Pittsburgh, PA
24.1* Power of Attorney
* Filed herewith.
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Exhibit 5.1
May 24, 2001
Reunion Industries, Inc.
11 Stanwix Street, Suite 1400
Pittsburgh, Pennsylvania 15222
Gentlemen:
In connection with the Registration Statement on Form S-8 (the
"Registration Statement") to be filed by Reunion Industries, Inc., a Delaware
corporation (the "Company"), under the Securities Act of 1933, as amended (the
"Securities Act"), in connection with the registration of an additional
600,000 shares of the Company's common stock, par value $.01 per share (the
"Shares"), reserved for issuance under the Company's 1998 Stock Option Plan
(the "Plan"), we, as counsel for the Company, have examined such corporate
records, other documents, and questions of law as we have considered necessary
or appropriate for the purpose of this opinion.
Based on such examination, we are of the opinion that when the
Registration Statement shall have been declared effective by order of the
Securities and Exchange Commission and when the Shares have been duly issued
and delivered pursuant to the terms of the Plan, such Shares will be validly
issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not thereby admit that
we are in the category of persons whose consent is required under Section 7 of
the Securities Act.
Sincerely,
BUCHANAN INGERSOLL
PROFESSIONAL CORPORATION
By:/s/ Stephen W. Johnson
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Stephen W. Johnson
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Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated April 18, 2001 relating to the
financial statements of Reunion Industries, Inc., which is included in Reunion
Industries, Inc.'s Annual Report on Form 10-K for the year ended December 31,
2000. We also consent to the incorporation by reference of our report dated
April 18, 2001 related to the financial statement schedules, which appears in
such Annual Report on
Form 10-K.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Pittsburgh, Pennsylvania
May 31, 2001
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Exhibit 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Richard L. Evans his true and lawful attorney-
in-fact and agent, with full power of substitution and resubstitution, for him
and in his name, place and stead, in any and all capacities, to sign a
Registration Statement relating to the registration and sale of additional
shares of common stock of Reunion Industries, Inc. reserved for issuance in
connection with the 1998 Stock Option Plan of Reunion Industries, and to file
the same, with all Exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent 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 he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.
Signature Title Date
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/s/Charles E. Bradley, Sr.
--------------------------- Chairman of the Board June 1, 2001
Charles E. Bradley, Sr. and Chief Executive
Officer
/s/Thomas N. Amonett
--------------------------- Director June 1, 2001
Thomas N. Amonett
/s/Kimball J. Bradley
--------------------------- Director, President and June 1, 2001
Kimball J. Bradley Chief Operating Officer
/s/Thomas L. Cassidy
--------------------------- Director June 1, 2001
Thomas L. Cassidy
/s/W.R. Clerihue
--------------------------- Director June 1, 2001
W.R. Clerihue
/s/Joseph C. Lawyer
--------------------------- Director and Vice Chairman June 1, 2001
Joseph C. Lawyer
/s/Franklin Myers
--------------------------- Director June 1, 2001
Franklin Myers
/s/John G. Poole
--------------------------- Director June 1, 2001
John G. Poole
/s/John M. Froehlich
--------------------------- Executive Vice President of June 1, 2001
John M. Froehlich Finance, Chief Financial Officer
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