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Section 1: S-8 (S-8)

S-8

As filed with the Securities and Exchange Commission on March 14, 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

 

 

RYERSON HOLDING CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   26-1251524
(State or other jurisdiction of organization)   (I.R.S. Employer Identification Number)

227 W. Monroe St., 27th Floor

Chicago, Illinois 60606

(312) 292-5000

(Address, including zip code, and telephone number, including area code, of principal executive offices)

Ryerson Holding Corporation 2014 Omnibus Incentive Plan

(Full title of the plan)

Mark S. Silver

Executive Vice President, General Counsel and Secretary

Ryerson Holding Corporation

227 W. Monroe St., 27th Floor

Chicago, Illinois 60606

(312) 292-5000

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Cristopher Greer, Esq.

Willkie Farr & Gallagher LLP

787 Seventh Avenue

New York, New York 10019

(212) 728-8000

(212) 728-9214 (Facsimile)

 

 

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,” “smaller reporting company,” and “emerging growth company” (in Rule 12b-2 of the Exchange Act) (Check one):

 

Large accelerated filer      Accelerated filer  
Non-accelerated filer      Smaller reporting company  
     Emerging growth company  

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

 

Amount

to be

registered (1)

 

Proposed

maximum

offering price

per share (2)(3)

 

Proposed

maximum

aggregate

offering price (3)

  Amount of
registration fee

Common Stock, par value $0.01 per share

  36,000   $8.42   $303,120   $36.74

 

 

(1)

This registration statement registers 36,000 shares of Common Stock, par value $0.01 per share (the “Common Stock”) of Ryerson Holding Corporation (the “Company”) issuable pursuant to the Ryerson Holding Corporation 2014 Omnibus Incentive Plan (the “Plan”), which consists of shares that have become available for delivery with respect to awards under the Plan pursuant to the share counting, share recycling and other terms and conditions of the Plan.

(2)

Pursuant to Section 416(a) under the Securities Act, as amended (the “Securities Act”), this Registration Statement covers an indeterminable number of additional shares of Common Stock as may hereafter be offered or issued, pursuant to the Plan, to prevent dilution resulting from stock splits, stock dividends or similar transactions or other adjustments effected without receipt of consideration.

(3)

Estimated solely for calculating the amount of the registration fee, pursuant to paragraphs (c) and (h) of Rule 457 under the Securities Act. The computation is based on the average of the high and low sale prices of the Common Stock as reported on the New York Stock Exchange on March 8, 2019.

 

 

 


EXPLANATORY NOTE

This Registration Statement on Form S-8 (this “Registration Statement”) is filed by Ryerson Holding Corporation (the “Company”) to register an additional 36,000 shares of the Company’s common stock, par value $0.01 per share (“Common Stock”), issuable under the Ryerson Holding Corporation 2014 Omnibus Incentive Plan (the “Plan”). Such shares consist of shares of Common Stock that became available, and that may become available, for delivery with respect to awards under the Plan pursuant to the share counting, share recycling and other terms and conditions of the Plan. As permitted by General Instruction E to Form S-8, the contents of the Company’s Form S-8 filed on March 17, 2015 (file No. 333-202816) relating to the Plan, including all exhibits filed therewith or incorporated therein by reference, are hereby incorporated by reference into this Registration Statement except as expressly modified herein.

PART II

INFORMATION REQUIRED IN THE

REGISTRATION STATEMENT

 

Item 3.

Incorporation Of Certain Documents By Reference

The following documents, filed with the Commission by the Company, are incorporated by reference into the Registration Statement (excluding any portions of such documents that have been furnished to, and deemed not to be filed with, the Commission):

 

  (a)

The Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018, filed with the Commission on March 5, 2019; and

 

  (b)

The description of the Company’s Common Stock, $0.01 par value per share, contained in the Prospectus included in the Company’s Form S-1 Registration Statement.

In addition, all documents, reports and definitive proxy or information statements filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) subsequent to the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all the securities offered hereby have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of the filing of such documents with the Commission; provided, however, that documents, reports and definitive proxy or information statements, or portions thereof, which are “furnished” and not “filed” in accordance with the rules of the Commission shall not be deemed incorporated by reference into this Registration Statement unless the Company expressly provides to the contrary that such document or information is incorporated by reference into this Registration Statement. 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 hereof to the extent that a statement contained herein (or in any other subsequently filed document that also is or is deemed to be incorporated by reference herein) modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed to constitute a part hereof except as so modified or superseded.

 

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Item 8.

EXHIBITS

 

Exhibit No.

  

Description of Exhibit

4.1

   Form of Investor Rights Agreement, by and among Ryerson Holding Corporation, Platinum Equity Capital Partners, L.P., Platinum Equity Capital Partners-PF, L.P., Platinum Equity Capital Partners-A, L.P., Platinum Equity Capital Partners II, L.P., Platinum Equity Capital Partners-PF II, L.P., Platinum Equity Capital Partners-A II, L.P. and Platinum Rhombus Principals, LLC. (a)

4.2

   Amended and Restated Stockholders’ Agreement, dated as of March  31, 2009, by and among Rhombus Holding Corporation, Platinum Equity Capital Partners, L.P., Platinum Equity Capital Partners-A, L.P., Platinum Equity Capital Partners-PF, L.P., Platinum Equity Capital Partners II, L.P., Platinum Equity Capital Partners-A II, L.P., Platinum Equity Capital Partners-PF II, L.P., Platinum Rhombus Principals, LLC, and the stockholders party thereto. (b)

4.3

   Amendment to Amended and Restated Stockholders’ Agreement, dated as of April  1, 2009, by and among Rhombus Holding Corporation, Platinum Equity Capital Partners, L.P., Platinum Equity Capital Partners-A, L.P., Platinum Equity Capital Partners-PF, L.P., Platinum Equity Capital Partners II, L.P., Platinum Equity Capital Partners-A II, L.P., Platinum Equity Capital Partners-PF II, L.P., Platinum Rhombus Principals, LLC, Moelis Capital Partners Opportunity Fund I, LP and Moelis Capital Partners Opportunity Fund I-A, LP. (b)

5.1

   Opinion of Willkie Farr & Gallagher LLP as to the validity of shares to be issued.

23.1

   Consent of Willkie Farr & Gallagher LLP (included in the opinion filed as Exhibit 5 hereto).

23.2

   Consent of Ernst & Young LLP – Independent Registered Public Accounting Firm.

24.1

   Power of Attorney (included on the signature page).

99.1

   Ryerson Holding Corporation 2014 Omnibus Incentive Plan. (c)

 

(a)

Incorporated by reference to Ryerson Holding Corporation’s Form S-1/A-15 filed on May 6, 2013 (File No. 333-164484).

(b)

Incorporated by reference to Ryerson Holding Corporation’s Form S-1/A-4 filed on April 16, 2010 (File No. 333-164484).

(c)

Incorporated by reference to Ryerson Holding Corporation’s Form S-1/A-21 filed on July 24, 2014 (File No. 333-164484).

 

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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 Chicago, State of Illinois, on the 14th day of March, 2019.

 

RYERSON HOLDING CORPORATION
By:   /s/ Erich S. Schnaufer
Name:   Erich S. Schnaufer
Title:   Chief Financial Officer

POWER OF ATTORNEY

In accordance with the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates stated. Each person whose signature appears below constitutes and appoints Mark S. Silver as his true and lawful attorney-in-fact and agent, each acting along with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) and exhibits to this Registration Statement, and to any registration statement filed under Commission Rule 462, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the 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 or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

 

Signature

                    

Title

 

Date

/s/ Edward J. Lehner

   

President and Chief Executive Officer

(Principal Executive Officer)

  March 14, 2019
Name: Edward J. Lehner

/s/ Erich S. Schnaufer

   

Chief Financial Officer (Principal Financial Officer and

Principal Accounting Officer)

  March 14, 2019
Name: Erich S. Schnaufer

/s/ Kirk K. Calhoun

    Director   March 14, 2019
Name: Kirk K. Calhoun

 

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/s/ Court D. Carruthers

                    

 

Director

 

 

March 14, 2019

Name: Court D. Carruthers

/s/ Eva M. Kalawski

    Director   March 14, 2019
Name: Eva M. Kalawski

/s/ Jacob Kotzubei

    Director   March 14, 2019
Name: Jacob Kotzubei

/s/ Stephen P. Larson

    Director   March 14, 2019
Name: Stephen P. Larson

/s/ Philip E. Norment

    Director   March 14, 2019
Name: Philip E. Norment

/s/ Mary Ann Sigler

    Director   March 14, 2019
Name: Mary Ann Sigler

 

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Section 2: EX-5.1 (EX-5.1)

EX-5.1

Exhibit 5.1

WILLKIE FARR & GALLAGHER LLP

787 Seventh Avenue

New York, NY 10019-6099

March 14, 2019

Ryerson Holding Corporation

227 W. Monroe St., 27th Floor

Chicago, Illinois 60606

 

Re:

Ryerson Holding Corporation

    

Registration Statement on Form S-8

Ladies and Gentlemen:

We have acted as counsel to Ryerson Holding Corporation, a Delaware corporation (the “Company”), with respect to the Company’s Registration Statement on Form S-8 (the “Registration Statement”) to be filed by the Company with the Securities and Exchange Commission on or about the date hereof. The Registration Statement relates to the registration under the Securities Act of 1933, as amended (the “Act”), by the Company of 36,000 shares of Common Stock, par value $0.01 per share (the “Shares”), which may be issued under the Company’s 2014 Omnibus Incentive Plan (the “Plan”).

We have examined, among other things, originals and/or copies (certified or otherwise identified to our satisfaction) of such documents, papers, statutes and authorities as we have deemed necessary to form a basis for the opinion hereinafter expressed. In our examination, we have assumed the genuineness of all signatures and the conformity to original documents of all copies submitted to us. As to various questions of fact material to our opinion, we have relied on statements and certificates of officers and representatives of the Company.

Based on the foregoing, and subject to the limitations set forth below, we are of the opinion that, when the Registration Statement has become effective under the Act, the Shares to be issued by the Company under the Plan, when duly issued and delivered pursuant to the terms of the Plan, will be validly issued, fully paid and non-assessable.

This opinion is limited to the General Corporation Law of the State of Delaware, and we express no opinion with respect to the laws of any other jurisdiction or any other laws of the State of Delaware.

This opinion speaks only as of the date hereof and is limited to present statutes, regulations and administrative and judicial interpretations. We undertake no responsibility to update or supplement this letter after the date hereof.

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 Act.

Very truly yours,

/s/ WILLKIE FARR & GALLAGHER LLP

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Section 3: EX-23.2 (EX-23.2)

EX-23.2

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Ryerson Holding Corporation 2014 Omnibus Incentive Plan of our reports dated March 5, 2019, with respect to the consolidated financial statements and schedules of Ryerson Holding Corporation and the effectiveness of internal control over financial reporting of Ryerson Holding Corporation included in its Annual Report (Form 10-K) for the year ended December 31, 2018, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Chicago, Illinois

March 14, 2019

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