As filed with the Securities and Exchange Commission on May 25, 2010

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 2010 Stock Option and Award Plan

(Full title of the Plan)

James D. Frias

Chief Financial Officer, Treasurer and Executive Vice President

Nucor Corporation

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)

 

 

Copy to:

Ernest S. DeLaney III, Esq.

Moore & Van Allen PLLC

100 N. Tryon Street, Suite 4700

Charlotte, North Carolina 28202

(704) 331-1000

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer   x    Accelerated filer   ¨
Non-accelerated filer   ¨  (Do not check if a smaller reporting company)    Smaller reporting company   ¨

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

  Amount of
Registration Fee

Common Stock, $0.40 par value

  15,500,000   $42.58   $659,990,000   $47,057.29
 
 


(1) This Registration Statement covers the maximum number of shares of common stock of the Registrant which may be issued in connection with the transactions described herein and shall also cover any additional shares of common stock issuable under the plan in respect of such shares by reason of any stock dividend, stock split, recapitalization or any other similar transaction effectuated without the receipt of consideration which results in an increase in the number of the outstanding shares of common stock of the Registrant.
(2) Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and (h) under the Securities Act of 1933, as amended (the “Securities Act”), based upon the average of the highest and lowest sales prices per share of the Registrant’s common stock reported on the New York Stock Exchange on May 21, 2010, which prices were $43.44 and $41.72, respectively.

 

 

 


EXPLANATORY NOTE

We are filing this Registration Statement on Form S-8 to register 15,500,000 shares of common stock which have been reserved for issuance under the Nucor Corporation 2010 Stock Option and Award Plan (the “Plan”). The Plan was approved by our Board of Directors on February 24, 2010, subject to approval by our stockholders. At our Annual Meeting of Stockholders held on May 13, 2010, our stockholders approved the Plan.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

 

Item 1. Plan Information.

The information required by Item 1 is included in documents sent or given to eligible participants in the Plan pursuant to Rule 428(b)(1) of the Securities Act. In accordance with the rules and regulations of the Securities and Exchange Commission (the “Commission”) and the instructions to Registration Statement on Form S-8, such documents are not being filed with the Commission either as part of this Registration Statement or as a prospectus pursuant to Rule 424.

 

Item 2. Registrant Information and Employee Plan Annual Information.

The written statement required by Item 2 is included in documents sent or given to eligible participants in the Plan pursuant to Rule 428(b)(1) of the Securities Act. In accordance with the rules and regulations of the Commission and the instructions to Registration Statement on Form S-8, such documents are not being filed with the Commission either as part of this Registration Statement or as a prospectus pursuant to Rule 424.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 3. Incorporation of Documents by Reference.

Except as indicated below, the following documents filed by us with the Commission (File No. 1-4119) are incorporated herein by reference:

 

   

our Annual Report on Form 10-K for the fiscal year ended December 31, 2009;

 

   

our Quarterly Report on Form 10-Q for the fiscal quarter ended April 3, 2010;

 

   

our Current Reports on Form 8-K filed on January 11, 2010, January 26, 2010*, March 1, 2010, April 22, 2010* and May 18, 2010; and

 

   

the description of our common stock contained in our Registration Statement on Form 8-A, as amended, filed with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any amendment or report filed for the purpose of updating such description.

 

* Information furnished in this Current Report on Form 8-K pursuant to Item 2.02 is not incorporated by reference herein.

In addition, all documents subsequently filed by us pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (other than those Current Reports on Form 8-K which “furnish” information pursuant to Item 2.02 or Item 7.01 of such report and exhibits furnished in connection therewith), prior to the filing of a post-effective amendment which indicates that all 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 filing of such documents.


The information incorporated by reference is considered to be part of this Registration Statement and information that we file later with the Commission will automatically update and supersede this information, as applicable. Any statement contained herein or in a document, all or a portion of which is incorporated or deemed to be incorporated by reference herein, shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or amended, to constitute a part of this Registration Statement.

 

Item 4. Description of Securities.

Not applicable.

 

Item 5. Interest of Named Experts and Counsel.

Not applicable.

 

Item 6. Indemnification of Directors and Officers.

Under Delaware law, a corporation generally may indemnify directors and officers:

 

   

for actions taken 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, if they had no reasonable cause to believe that their conduct was unlawful.

In addition, Delaware law provides that a corporation may advance to a director or officer expenses incurred in defending any action upon receipt of an undertaking by or on behalf of the director or officer to repay the amount advanced if it is ultimately determined that he or she is not entitled to indemnification.

Our Restated Certificate of Incorporation provides that 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 Nucor), by reason of the fact that the person is or was a director, officer, employee or agent of ours, or is or was serving at our request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, will be indemnified by us to the fullest extent permitted by Delaware law. The indemnification rights conferred by us are not exclusive of any other right to which persons seeking indemnification may be entitled under any statute, our Restated Certificate of Incorporation or Bylaws, any agreement, vote of stockholders or disinterested directors or otherwise. We are authorized to purchase and maintain insurance on behalf of our directors and officers.

In addition, we may pay expenses incurred by our directors and officers in defending a civil or criminal action, suit or proceeding because they are directors or officers in advance of the final disposition of the action, suit or proceeding. The payment of expenses will be made only if we receive an undertaking by or on behalf of a director or officer to repay all amounts advanced if it is ultimately determined that the director or officer is not entitled to be indemnified by us, as authorized by our Restated Certificate of Incorporation.

 

Item 7. Exemption from Registration Claimed.

Not applicable.


Item 8. Exhibits.

 

Exhibit
No.

  

Description of Document

  4.1    Restated Certificate of Incorporation (incorporated by reference to Exhibit 3 to Form 10-Q for quarter ended July 2, 2005)
  4.2    Certificate of Amendment dated May 11, 2006 to Restated Certificate of Incorporation (incorporated by reference to Exhibit 3 to Form 10-Q for quarter ended July 1, 2006)
  4.3    By-Laws as amended and restated December 20, 2007 (incorporated by reference to Exhibit 3.1 to Form 8-K filed December 20, 2007)
  4.4    Nucor Corporation 2010 Stock Option and Award Plan (incorporated by reference to Appendix B to Nucor Corporation’s Proxy Statement on Schedule 14A filed on March 25, 2010)
  5*    Opinion of Moore & Van Allen PLLC
23.1*    Consent of Moore & Van Allen PLLC (included in the opinion filed as Exhibit No. 5)
23.2*    Consent of PricewaterhouseCoopers LLP
24*    Power of Attorney (included on the signature page)

 

* Filed herewith

 

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 this 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 a 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) of this section do not apply if the Registration Statement is on Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to section 13 or section 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 a 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 Section 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 this 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, 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 May 25, 2010.

 

NUCOR CORPORATION
By:  

/S/    JAMES D. FRIAS        

  James D. Frias
  Chief Financial Officer, Treasurer and
  Executive Vice President

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on May 25, 2010 by the following persons in the capacities indicted. Each of the undersigned directors and officers of the Registrant, by his or her execution hereof, hereby constitutes and appoints Daniel R. DiMicco, James D. Frias and A. Rae Eagle, and each of them with full power of substitution, as his or her true and lawful attorneys-in-fact and agents, to do any and all acts and things for him or her, and in his or her name, place and stead, to execute and sign any and all pre-effective and post-effective amendments to such Registration Statement and any additional registration statement pursuant to Rule 462(b) under the Securities Act of 1933, and file the same, together with all exhibits and schedules thereto and all other documents in connection therewith, with the Commission and with such state securities authorities as may be appropriate, granting unto said attorneys-in-fact, and each of them, 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 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, which they may lawfully do in the premises or cause to be done by virtue hereof.

 

Signature

  

Title

/S/    DANIEL R. DIMICCO        

Daniel R. DiMicco

  

Chairman of the Board, President and Chief

Executive Officer (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

  

General Manager and Corporate Controller

(principal accounting officer)

/S/    PETER C. BROWNING        

Peter C. Browning

   Director

 

   Director
Clayton C. Daley, Jr.   

/S/    HARVEY B. GANTT        

   Director
Harvey B. Gantt   


/S/    VICTORIA F. HAYNES, PH.D.        

   Director
Victoria F. Haynes, Ph.D.   

 

   Director
James D. Hlavacek, Ph.D.   

 

   Director
Bernard L. Kasriel   

/S/    CHRISTOPHER J. KEARNEY        

   Director
Christopher J. Kearney   

/S/    JOHN H. WALKER        

   Director
John H. Walker   


INDEX TO EXHIBITS

 

Exhibit
No.

  

Description of Document

  4.1    Restated Certificate of Incorporation (incorporated by reference to Exhibit 3 to Form 10-Q for quarter ended July 2, 2005)
  4.2    Certificate of Amendment dated May 11, 2006 to Restated Certificate of Incorporation (incorporated by reference to Exhibit 3 to Form 10-Q for quarter ended July 1, 2006)
  4.3    By-Laws as amended and restated December 20, 2007 (incorporated by reference to Exhibit 3.1 to Form 8-K filed December 20, 2007)
  4.4    Nucor Corporation 2010 Stock Option and Award Plan (incorporated by reference to Appendix B to Nucor Corporation’s Proxy Statement on Schedule 14A filed on March 25, 2010)
  5*    Opinion of Moore & Van Allen PLLC
23.1*    Consent of Moore & Van Allen PLLC (included in the opinion filed as Exhibit No. 5)
23.2*    Consent of PricewaterhouseCoopers LLP
24*    Power of Attorney (included on the signature page)

 

* Filed herewith
Opinion of Moore & Van Allen PLLC

Exhibit 5

May 25, 2010

Nucor Corporation

1915 Rexford Road

Charlotte, North Carolina 28211

 

Re:

   Registration Statement on Form S-8 Relating to 15,500,000 Shares of Common Stock Reserved for Issuance under the Nucor Corporation 2010 Stock Option and Award Plan

Ladies and Gentlemen:

We have acted as counsel to Nucor Corporation, a Delaware corporation (the “Company”), in connection with the proposed issuance of up to 15,500,000 shares of common stock, par value $0.40 (the “Shares”), to be issued under the Company’s 2010 Stock Option and Award Plan (the “Plan”) pursuant to a Registration Statement on Form S-8 under the Securities Act of 1933, as amended (the “Securities Act”), filed with the Securities and Exchange Commission (the “Commission”) on May 25, 2010 (the “Registration Statement”). This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement, other than as to the validity of the Shares.

In rendering our opinion, we have examined, and are familiar with, and have relied as to factual matters solely upon, originals or copies certified, or otherwise identified to our satisfaction, of such documents, corporate records or other instruments as we have deemed necessary or appropriate for the purpose of the opinion set forth herein, including, without limitation (i) the Registration Statement, (ii) the Plan, (iii) the Restated Certificate of Incorporation of the Company and Certificate of Amendment thereto dated May 11, 2006 and the Company’s Bylaws, as amended and restated December 20, 2007, (iv) all actions of the Company’s board of directors and stockholders reflected in the Company’s minute book and (v) a specimen of the form of certificate evidencing the Shares ((i) – (v), collectively, the “Registration Documents”).

In all such examinations, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of original and certified documents, the conformity to original or certified documents of all copies submitted to us as conformed or reproduction copies and, to the extent applicable, the due authorization, execution and delivery of such documents by all applicable parties. As to various questions of fact relevant to the opinions expressed herein, we have relied upon, and assumed the accuracy of statements contained in the Registration Documents and certificates and oral or written statements and other information of or from public officials and officers and representatives of the Company and others.

To the extent it may be relevant to the opinion expressed below, we have assumed that the Company will have sufficient authorized but unissued shares of Common Stock on the date of any issuance of the Shares.

Based upon and subject to the foregoing, we are of the opinion that, as of the date hereof, when certificates representing the Shares in the proper form have been signed by an authorized officer of the transfer agent and registrar therefor, and have been issued by the Company against payment therefore in the circumstances contemplated by the Plan, assuming in each case that the individual grants or awards under the Plan are duly authorized by all necessary corporate action and duly granted or awarded in accordance with the requirements of law and the Plan (and the agreements and awards duly adopted thereunder and in accordance therewith), the issue and sale of the Shares will have been duly authorized by all necessary corporate action and the Shares will be validly issued, fully paid and nonassessable.


The opinions set forth above are subject to the following:

(A) bankruptcy, insolvency, reorganization, moratorium and other laws (or related judicial doctrines) now or hereafter in effect affecting creditors’ rights and remedies generally;

(B) general principles of equity (including, without limitation, standards of materiality, good faith, fair dealing and reasonableness, equitable defenses and limits as to the availability of equitable remedies), whether such principles are considered in a proceeding in equity or at law; and

(C) the application of any applicable fraudulent conveyance, fraudulent transfer, fraudulent obligation, or preferential transfer law or any law governing the distribution of assets of any person now or hereafter in effect affecting creditors’ rights and remedies generally.

The opinions expressed herein are limited to the General Corporation Law of the State of Delaware as currently in effect, and no opinion is expressed with respect to such law as subsequently amended, or any other laws, or any effect that such amended or other laws may have on the opinions expressed herein. The opinions expressed herein are limited to the matters stated herein and no opinion is implied or may be inferred beyond the matters expressly stated herein. The opinions expressed herein are given as of the date hereof, and we undertake no obligation to advise you of any changes in applicable laws after the date hereof or of any facts that might change the opinions expressed herein that we may become aware of after the date hereof.

We hereby consent to the filing of this opinion as Exhibit 5 to the Registration Statement. In giving this consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act.

 

Very truly yours,

/s/ Moore & Van Allen PLLC

MOORE & VAN ALLEN PLLC

Consent of PricewaterhouseCoopers LLP

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 25, 2010 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in Nucor Corporation’s 2009 Annual Report to Stockholders, which is incorporated by reference in Nucor Corporation’s Annual Report on Form 10-K for the year ended December 31, 2009. We also consent to the incorporation by reference of our report dated February 25, 2010, relating to the financial statement schedule, which appears in such Annual Report on Form 10-K.

 

/s/ PricewaterhouseCoopers LLP

Charlotte, North Carolina

May 25, 2010