AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 6, 2002
REGISTRATION NO. 333-_______
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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UNITED STATES STEEL CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 25-1897152
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
600 GRANT STREET PITTSBURGH, PA 15219-2800
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
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UNITED STATES STEEL CORPORATION
SAVINGS FUND PLAN FOR SALARIED EMPLOYEES
(FULL TITLE OF THE PLAN)
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DAN D. SANDMAN
VICE CHAIRMAN AND CHIEF LEGAL & ADMINISTRATIVE OFFICER,
GENERAL COUNSEL AND SECRETARY
UNITED STATES STEEL CORPORATION
600 GRANT STREET, PITTSBURGH, PA 15219-2800
(NAME AND ADDRESS OF AGENT FOR SERVICE)
(412) 433-1121
(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
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CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED SECURITY (1) PRICE (1) FEE
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United States Steel
Corporation Common Stock,
par value $1.00 per share 5,500,000 $12.83 $70,565,000 $6,492
========================================================================================================
(1) Estimated solely for purposes of calculating the registration fee pursuant
to Rules 457(c) and (h) under the Securities Act of 1933, as amended (the
"Securities Act"), on the basis of the average of the high and low sale prices
for common stock of United States Steel Corporation ("Common Stock") as
reported on the New York Stock Exchange on September 5, 2002.
PART I
INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS
Note: The document(s) containing the information concerning the United States
Steel Corporation Savings Fund Plan For Salaried Employees (the "Plan") required
by Item 1 of Form S-8 and the statement of availability of registrant
information, Plan information and other information required by Item 2 of Form
S-8 will be sent or given to employees as specified by Rule 428. In accordance
with Rule 428 and the requirements of Part I of Form S-8, such documents are not
being filed with the Securities and Exchange Commission (the "Commission")
either as part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424. United States Steel Corporation shall maintain
a file of such documents in accordance with the provisions of Rule 428. Upon
request, United States Steel Corporation shall furnish the Commission or its
staff a copy or copies of any or all documents included in such file.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents have been filed by United States Steel Corporation, a
Delaware corporation ("USS" or the "Corporation"), with the Commission
(Commission File No. 1-16811) and are incorporated herein by reference:
SEC FILINGS PERIOD(S)
USS's Annual Report on Form 10-K Year ended December 31, 2001
USS's Quarterly Reports on Form 10-Q Quarters ended March 31 and
June 30, 2002
USS's Current Reports on Form 8-K Dated February 8, March 1, May 14,
May 17, June 4, and June 28, 2002
USS Savings Fund Plan For Salaried Year ended December 31, 2001
Employees Annual Report on Form 11-K
The description of USS's common stock Filed on December 31, 2001
set forth in USS's Registration
Statement on Form 8-A/A pursuant to
Section 12 of the Securities Exchange
Act of 1934, including any amendment
or report filed for the purpose of
updating any such description
Consolidated/combined financial Year ended December 31, 2001
statements and supplemental schedule
included in Item 8 of the Annual Report
on Form 10-K of Republic Technologies
International Holdings, LLC ("Republic")
Unaudited consolidated financial Quarter ended March 31, 2002
statements included in Part I, Item I
of the Quarterly Report on Form 10-Q
of Republic
Republic's Current Report on Form 8-K Dated August 19, 2002
All documents filed by USS with the Commission pursuant to Sections 13(a),
13(c), 14 and 15(d) of 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 indicating that all securities offered hereby have
been sold or that de-registers all securities then remaining unsold, shall be
deemed to be incorporated in this Registration Statement by reference and to be
a part hereof from the date of filing of such documents.
Any statement contained in this Registration Statement, in an amendment hereto,
or in a document incorporated by reference herein, shall be deemed modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein, in any subsequently filed supplement to this
Registration Statement, or any document that is also incorporated by reference
herein, modifies or supersedes such statement. Any statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
Item 4. DESCRIPTION OF SECURITIES.
Not applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Robert M. Stanton, Assistant General Counsel and Assistant Secretary of USS, who
is passing on the validity of the common stock offered pursuant to the Plan,
owns shares of United States Steel Corporation Common Stock.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article V of the By-Laws of the Corporation provides that the Corporation shall
indemnify to the fullest
extent permitted by law any person who is made or is threatened to be made a
party or is involved in any action, suit, or proceeding whether civil, criminal,
administrative or investigative by reason of the fact that he is or was a
director, officer, employee or agent of the Corporation or is or was serving at
the request of the Corporation as an officer, director, employee or agent of
another corporation, partnership, joint venture, trust, enterprise, or nonprofit
entity.
The Corporation is empowered by Section 145 of the Delaware General Corporation
Law, subject to the procedures and limitations stated therein, to indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the Corporation) by reason of the fact that such person is or was a
director, officer, employee or agent of the Corporation, or is or was serving at
the request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding if the person acted in good faith and in a
manner the person 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 his conduct was unlawful. The
Corporation may indemnify any such person against expenses (including attorneys'
fees) in an action by or in the right of the Corporation under the same
conditions, except that no indemnification is permitted without judicial
approval if such person is adjudged to be liable to the Corporation. To the
extent a present or former director or officer is successful on the merits or
otherwise in the defense of any action referred to above, the Corporation must
indemnify him against the expenses that he actually and reasonably incurred in
connection therewith.
Policies of insurance are maintained by the Corporation under which directors
and officers of the Corporation are insured, within the limits and subject to
the limitations of the policies, against certain expenses in connection with the
defense of actions, suits or proceedings, and certain liabilities which might be
imposed as a result of such actions, suits or proceedings, to which they are
parties by reason of being or having been such directors or officers.
The Corporation's Certificate of Incorporation provides that no director shall
be personally liable to the Corporation or its stockholders for monetary damages
for any breach of fiduciary duty by such director as a director, except (i) for
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) pursuant to Section 174 of the
Delaware General Corporation Law, or (iv) for any transaction from which the
director derived an improper personal benefit.
Item. 7. EXEMPTIONS FROM REGISTRATION CLAIMED.
Not applicable.
Item 8. EXHIBITS.
Refer to Exhibit Index following.
The Registrant has submitted the Plan, as amended, to the Internal Revenue
Service ("IRS") and hereby undertakes to make all changes required by the IRS in
order to continue the qualification of the Plan under Section 401 of the
Internal Revenue Code of 1986, as amended.
Item 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) 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. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form
of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price
represent no more than 20 percent change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective 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)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the registration statement.
(2) 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.
(3) To remove from registration by means of post-effective amendment any of the
securities being registered which remain unsold at the termination of the
offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 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.
(c) 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 provisions, 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.
SIGNATURES
THE REGISTRANT. 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 September 6, 2002.
UNITED STATES STEEL CORPORATION
By: /s/ Gretchen R. Haggerty
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Name: Gretchen R. Haggerty
Title: Senior Vice President & Treasurer
Pursuant to the requirements of the Securities Act of 1933, as amended, this
registration statement has been signed below by the following persons in the
capacities indicated on September 6, 2002.
NAME TITLE
* Chairman of Board, Chief
-------------------------------------- Executive Officer and President
Thomas J. Usher (Principal Executive Officer and Director)
* Vice Chairman & Chief Financial Officer
-------------------------------------- (Principal Financial Officer,
John P. Surma, Jr. and Director)
/s/ Larry G. Schultz Vice President & Controller
-------------------------------------- (Principal Accounting Officer)
Larry G. Schultz
* Director
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J. Gary Cooper
* Director
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Robert J. Darnall
* Vice Chairman and Director
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Roy G. Dorrance
Director
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Shirley Ann Jackson
* Director
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Charles R. Lee
NAME TITLE
* Director
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Paul E. Lego
* Director
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John F. McGillicuddy
* Vice Chairman and Director
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Dan D. Sandman
* Director
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Seth E. Schofield
* Director
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John W. Snow
* Director
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Douglas C. Yearley
* By: /s/ Gretchen R. Haggerty
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Gretchen R. Haggerty, attorney-in fact
THE PLAN. Pursuant to the requirements of the Securities Act of 1933,
the administrator of the USS Savings Fund Plan For Salaried Employees 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 September 6, 2002.
UNITED STATES STEEL AND CARNEGIE PENSION FUND, AS PLAN ADMINISTRATOR
By: /s/ R. L. Wynkoop
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Name: R. L. Wynkoop
Title: Chairman, Administrative Committee
EXHIBIT INDEX
Exhibit
Number Description
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4(a) The Fourth Article of USS's Certificate of Incorporation, dated
December 31, 2001, (filed as Exhibit 3(a) to USS's Annual Report on
Form 10-K for the year ended December 31, 2001 incorporated herein by
reference)
4(b) Rights Agreement, dated as of December 31, 2001, by and between USS and
Mellon Investor Services, LLC, as Rights Agent (filed as Exhibit 4 to
the Registration Statement on Form 8-A/A, filed on December 31, 2001
and incorporated herein by reference)
5 Opinion of Robert M. Stanton regarding the validity of United States
Steel Corporation common stock to be issued
23(a) Consent of PricewaterhouseCoopers LLP
23(b) Consent of Robert M. Stanton, contained in opinion of counsel filed
as Exhibit 5
23(c) Consent of Deloitte & Touche LLP
24 Powers of Attorney