Securities Registration: Employee Benefit Plan (s-8)
February 27 2019 - 3:39PM
Edgar (US Regulatory)
As filed with the Securities and Exchange
Commission on February 27, 2019
Registration No. 333-
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION
STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ARCONIC
INC.
(Exact name of registrant as specified
in its charter)
Delaware
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25-0317820
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(State
of
Incorporation)
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(I.R.S.
Employer
Identification No.)
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390 Park Avenue
New York, New York 10022-4608
(Address of principal executive offices,
including zip code)
ARCONIC BARGAINING RETIREMENT SAVINGS
PLAN
ARCONIC SALARIED RETIREMENT SAVINGS
PLAN
ARCONIC HOURLY NON-BARGAINING RETIREMENT
SAVINGS PLAN
ARCONIC FASTENER SYSTEMS AND RINGS RETIREMENT
SAVINGS PLAN
ARCONIC RETIREMENT SAVINGS PLAN FOR
ATEP BARGAINING EMPLOYEES
(Full Title of the Plans)
Katherine H. Ramundo
Executive Vice President, Chief Legal
Officer and Secretary
390 Park Avenue
New York, New York 10022-4608
(212) 836-2732
(Name, Address and Telephone Number,
Including Area Code, of Agent for Service)
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a
smaller reporting company or an emerging growth company. See the definitions of “large accelerated
filer,” “accelerated filer,” and “smaller reporting company,” and “emerging growth
company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
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x
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Accelerated filer
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¨
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Non-accelerated filer
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¨
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Smaller reporting company
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¨
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Emerging growth company
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¨
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If an
emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.
¨
CALCULATION OF REGISTRATION FEE
Title
of Securities to be Registered
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Amount
to be
Registered (1)
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Proposed
Maximum
Offering Price
Per
Share (2)
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Proposed
Maximum
Aggregate
Offering Price (2)
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Amount of
Registration
Fee
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Arconic Inc. common stock, $1.00 par value
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1,200,000 shares
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$18.17
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$21,804,000.00
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$2,642.64
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(1)
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Pursuant
to Rule 416(a), this Registration Statement also covers additional securities that may be offered as a result of stock splits,
stock dividends or similar transactions.
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All shares of common stock of Arconic
Inc. (“Arconic” or the “Company”), par value $1.00 per share (“Common Stock”), to be registered
will be allocated to the Arconic Fastener Systems and Rings Retirement Savings Plan.
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(2)
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Estimated
solely for the purpose of calculating the registration fee, based on the average of the high and low prices of shares of the Common
Stock reported on the New York Stock Exchange on February 22, 2019.
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Explanatory
Note
The contents of the Registration Statements on Form S-8 filed
by Arconic with the U.S. Securities and Exchange Commission on the following dates:
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·
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March 15,
2000 (File No. 333-32516)
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·
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June 24,
2003 (File No. 333-106411)
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·
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September 20,
2005 (File No. 333-128445)
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·
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September 26,
2007 (File No. 333-146330)
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·
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September 8,
2008 (File No. 333-153369)
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·
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November 25,
2008 (File No. 333-155668)
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·
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July 30,
2010 (File No. 333-168428)
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·
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November 23,
2010 (File No. 333-170801)
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·
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July 27,
2012 (File No. 333-182899)
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·
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February
26, 2016 (File No. 333-209772)
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each as amended from time to time (collectively, the
“Registration Statements”),
relating to the Arconic Bargaining Retirement Savings Plan, the Arconic Salaried
Retirement Savings Plan, the Arconic Hourly Non-Bargaining Retirement Savings Plan, the Arconic Fastener Systems and
Rings Retirement Savings Plan and the Arconic Retirement Savings Plan for ATEP Bargaining Employees, are incorporated by reference in this Registration Statement. This incorporation is made under General
Instruction E of Form S-8 regarding the registration of additional securities of the same class as other securities for
which there has been filed a Registration Statement on Form S-8 relating to the same employee benefit plan.
This
Registration Statement is being filed to register an additional 1,200,000 shares of Common Stock for offer and sale under the
Arconic Fastener Systems and Rings Retirement Savings Plan.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a)
PROSPECTUS
Item 1. Plan Information. *
Item 2. Registrant Information
and Employee Plan Annual Information. *
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*
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Information required by Part I to be contained in the
Section 10(a) prospectus is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act and
the Note to Part I of Form S-8.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION
STATEMENT
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Item
3.
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Incorporation
of Documents by Reference.
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The SEC allows the Company to “incorporate
by reference” in the Registration Statement the information in the documents that it files with the SEC, which means that
the Company can disclose important information to you by referring you to those documents. The information incorporated by reference
in the Registration Statement is considered to be a part of the Registration Statement, and information in documents that the
Company files later with the SEC will automatically update and supersede information contained in documents filed earlier with
the SEC or contained in the Registration Statement. The Company incorporates by reference in the Registration Statement the documents
listed below and any future filings that it may make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act
after the date of this Registration Statement and prior to the filing of a post-effective amendment to the Registration Statement
which indicates that all securities offered thereby have been sold or which deregisters all securities then remaining unsold,
except that the Company is not incorporating by reference any information that is deemed to have been furnished and not filed
in accordance with SEC rules.
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·
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The
Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 (the “
Annual Report
”).
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·
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The
Company’s Current Reports on Form 8-K filed since the end of the fiscal year covered by the Annual Report.
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·
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The
description of the Common Stock contained in the Company’s Registration Statement on Form 8-A/A
(File No. 001-03610), filed January 4, 2018, including any amendment or report filed or to be filed for the purpose
of updating such description.
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The
Company will furnish without charge to you, upon written or oral request, a copy of any or all of the documents described above,
except for exhibits to those documents, unless the exhibits are specifically incorporated by reference into those documents. Requests
for copies should be addressed to:
Arconic Inc.
Attention: Investor Relations
390 Park Avenue
New York, New York 10022-4608
Telephone: (212) 836-2758
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Item
4.
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Description
of Securities.
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Not Applicable.
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Item
5.
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Interests
of Named Experts and Counsel.
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Not Applicable.
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Item
6.
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Indemnification
of Directors and Officers.
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The Company has purchased a directors and
officers liability insurance policy with an aggregate limit of $600 million for liability of directors and officers. The insurance
also includes within that limit $200 million of coverage, subject to a deductible, for reimbursement to the Company for indemnification
provided to directors and officers. The policy has an expiration date of November 1, 2019 and provides liability insurance and
reimbursement coverage for the Company and its directors and officers that is permitted by the laws of Delaware.
Section
145 of the General Corporation Law of the State of Delaware (as amended, the “
DGCL
”) grants a corporation the
power to indemnify its officers and directors, under certain circumstances and subject to certain conditions and limitations as
stated therein, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement, actually and
reasonably incurred by them as a result of threatened, pending or completed actions, suits or proceedings brought against them
by reason of the fact that they are or were an officer or director of the corporation or served at the request of the corporation
if they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation,
and, with respect to any criminal action or proceeding, had no reasonable cause to believe their conduct was unlawful.
Article
VI of the Company’s Bylaws provides that the Company shall indemnify and hold harmless each person who was or is a party
to, or is otherwise threatened to be made a party to, any threatened, pending or completed action, suit or proceeding (a “
Proceeding
”),
by reason of the fact that he or she (or a person of whom he or she is the legal representative), is or was a director or officer
of the Company or, while serving as a director or officer of the Company, is or was serving at the request of the Company as a
director, officer, trustee, employee or agent of another entity (a “
Covered Person
”), to the fullest extent
permitted by the DGCL, against all expenses, liability and loss reasonably incurred or suffered by such Covered Person in connection
therewith; provided, however, that the Company shall indemnify any such Covered Person seeking indemnification in connection with
a Proceeding (or part thereof) initiated by such Covered Person only if such Proceeding (or part thereof) was authorized by the
Board of Directors of the Company. The Company has entered into indemnity agreements with its directors and officers consistent
with the foregoing.
The
Company’s Bylaws also provide that, to the fullest extent permitted by the DGCL, each Covered Person shall have the right
to be paid by the Company the expenses (including reasonable attorneys’ fees) incurred in connection with any Proceeding
in advance of its final disposition; provided, that if the DGCL requires, the payment of such expenses incurred by a director
or officer in his or her capacity as a director or officer shall be made only upon delivery to the Company of an undertaking by
or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined by final judicial
decision from which there is no further right of appeal that such director or officer is not entitled to be indemnified for such
expenses.
Section
145 of the DGCL and the Bylaws also provide that the indemnification provided for therein shall not be deemed exclusive of any
other rights to which those seeking indemnification may otherwise be entitled.
Section
102(b)(7) of the DGCL provides that a Delaware corporation’s certificate of incorporation may contain a provision eliminating
or limiting the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, provided that such provision shall not eliminate or limit the liability of a director: (i) for any breach
of the director’s duty of loyalty to the corporation or its stockholders; (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law; (iii) certain unlawful share purchases, redemptions, or dividends;
or (iv) for any transaction from which the director derived an improper personal benefit. The Company’s Certificate of Incorporation
provides that a director of the Company shall not be personally liable either to the Company or to any of its stockholders for
monetary damages for breach of fiduciary duty as a director, to the fullest extent permitted by the DGCL.
The
foregoing description of certain provisions of the Company’s Certificate of Incorporation and Bylaws does not purport
to be complete, and is subject to, and qualified in its entirety by, the Company’s Certificate of Incorporation and
Bylaws, which have been filed and are incorporated by reference herein as Exhibit 4.1 and 4.2, respectively.
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Item
7.
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Exemption
From Registration Claimed.
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Not
Applicable.
The
following exhibits are filed with or incorporated by reference into this Registration Statement (numbering corresponds to
Exhibit Table in Item 601 of Regulation S-K).
The Internal Revenue Service has delivered a letter dated May
17, 2017 indicating that the Arconic Fastener Systems and Rings Retirement Savings Plan is qualified under Section 401 of the
Internal Revenue Code of 1986, as amended. The Company will make all changes required by the Internal Revenue Service in order
to maintain the qualification of the Arconic Fastener Systems and Rings Retirement Savings Plan.
Incorporated by
reference to the Registration Statements.
INDEX TO EXHIBITS
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 be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Pittsburgh,
the Commonwealth of Pennsylvania, on February 27, 2019.
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ARCONIC INC.
(Registrant)
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By
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/s/ Paul
Myron
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Paul
Myron
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Vice
President and Controller
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(Principal
Accounting Officer)
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Pursuant to the requirements of the Securities
Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature
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Title
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Date
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/s/ John
C. Plant
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Chairman and Chief
Executive Officer; Director
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February
27,2019
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John
C. Plant
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(Principal Executive
Officer)
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/s/ Ken
Giacobbe
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Executive Vice President
and Chief Financial Officer
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February
27, 2019
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Ken
Giacobbe
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(Principal Financial
Officer)
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/s/ Paul
Myron
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Vice President and
Controller
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February
27, 2019
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Paul
Myron
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(Principal Accounting
Officer)
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James F. Albaugh, Amy E. Alving, Christopher
L. Ayers, Arthur D. Collins, Jr., Elmer L. Doty, Rajiv L. Gupta, David P. Hess, Sean O. Mahoney, David J. Miller, E. Stanley O’Neal,
and Ulrich R. Schmidt, each as a Director, on February 27, 2019, by Paul Myron, their attorney-in-fact.
/s/ Paul
Myron
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Attorney-in-fact
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