As filed with the Securities and Exchange Commission on August 14, 2020
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
NUCOR CORPORATION
(Exact name of registrant as specified in its charter)
Delaware | 13-1860817 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
1915 Rexford Road Charlotte, North Carolina |
28211 | |
(Address of Principal Executive Offices) | (Zip Code) |
Nucor Corporation 2014 Omnibus Incentive Compensation Plan
(Full title of the plan)
James D. Frias
Chief Financial Officer, Treasurer and Executive Vice President
1915 Rexford Road
Charlotte, North Carolina 28211
(Name and address of agent for service)
(704) 366-7000
(Telephone number, including area code, of agent for service)
Copies to:
Wade B. Sample, Jr., Esq.
Moore & Van Allen PLLC
100 North Tryon Street, Suite 4700
Charlotte, North Carolina 28202-4003
(704) 331-1000
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.
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) |
Proposed maximum aggregate offering price (2) |
Amount of registration fee | ||||
Common Stock, par value $0.40 per share |
6,000,000 shares | $43.57 | $261,420,000.00 | $33,932.32 | ||||
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|
(1) | Pursuant to Rule 416(a) under the Securities Act of 1933, as amended, this registration statement also covers any additional shares of the registrants common stock that may become issuable under the above-named plan by reason of any stock split, stock dividend or other similar transaction. |
(2) | Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) under the Securities Act of 1933, as amended, based upon the average of the high and low prices of the registrants common stock as reported on the New York Stock Exchange on August 7, 2020. |
EXPLANATORY NOTE
This registration statement on Form S-8 registers additional securities of the same class as other securities for which a registration statement on Form S-8 relating to the Nucor Corporation 2014 Omnibus Incentive Compensation Plan is effective. Accordingly, pursuant to General Instruction E to Form S-8, the registrant hereby incorporates by reference herein the contents of such registration statement on Form S-8 (Registration No. 333-196104) and hereby deems such contents to be a part hereof, except as otherwise updated or modified by this registration statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. | Exhibits |
* | Filed herewith. |
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SIGNATURES
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 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Charlotte, State of North Carolina, on this 14th day of August, 2020.
NUCOR CORPORATION | ||
By: | /s/ James D. Frias | |
James D. Frias | ||
Chief Financial Officer, Treasurer and Executive Vice President |
Each of the undersigned directors and officers of the above-named registrant, by his or her execution hereof, hereby constitutes and appoints Leon J. Topalian, James D. Frias, A. Rae Eagle, Michael D. Keller and Gregory J. Murphy, and each of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, to do any and all acts and things for him or her, and in his or her name, place and stead, to execute any and all amendments (including post-effective amendments) to such registration statement and any related registration statement (or amendment thereto) pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, together with all exhibits and schedules thereto and all other documents in connection therewith, with the Securities and Exchange Commission and with such state securities authorities as may be appropriate, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite, necessary or advisable to be done in and about the premises, as fully and to all intents and purposes as the undersigned might or could do in person, and hereby ratifying and confirming all the acts of said attorneys-in-fact and agents, or any of them, or their substitutes, which they may lawfully do in the premises or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on this 14th day of August, 2020:
Signature |
Title | |||||
|
/s/ Leon J. Topalian Leon J. Topalian |
President, Chief Executive Officer and Director (Principal Executive Officer) | ||||
/s/ James D. Frias James D. Frias |
Chief Financial Officer, Treasurer and Executive Vice President (Principal Financial Officer) | |||||
/s/ Michael D. Keller Michael D. Keller |
Vice President and Corporate Controller (Principal Accounting Officer) |
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|
/s/ Lloyd J. Austin III Lloyd J. Austin III |
Director | ||||
/s/ Patrick J. Dempsey Patrick J. Dempsey |
Director | |||||
/s/ Christopher J. Kearney Christopher J. Kearney |
Director | |||||
/s/ Laurette T. Koellner Laurette T. Koellner |
Director | |||||
/s/ Joseph D. Rupp Joseph D. Rupp |
Director | |||||
/s/ John H. Walker John H. Walker |
Non-Executive Chairman | |||||
/s/ Nadja Y. West Nadja Y. West |
Director |
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