1 As filed with the Securities and Exchange Commission on May 21, 1999 Registration No. 333-_____ =============================================================== SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------- MARTIN MARIETTA MATERIALS, INC. (Exact name of registrant as specified in its charter) North Carolina 56-1848578 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 2710 Wycliff Road Raleigh, North Carolina 27607 (Address of principal executive offices) ---------------------------- Martin Marietta Materials, Inc. Stock-Based Award Plan (Full title of the plan) ----------------------------- Bruce A. Deerson Vice President and General Counsel Martin Marietta Materials, Inc. 2710 Wycliff Road Raleigh, North Carolina 27607 (919) 781-4550 (Name, address, including zip code, and telephone number, including area code, of agent for service) ---------------------- CALCULATION OF REGISTRATION FEE - -------------------------------------------------------------------------------------------------------------- Proposed Proposed maximum maximum offering aggregate Amount of Amount to be price per offering price registration Title of Securities to be registered (1) share (2) (2) fee registered - -------------------------------------------------------------------------------------------------------------- Common Stock, $.01 par value 5,000,000 shares $63.15625 $315,781,250 $87,787.19 - -------------------------------------------------------------------------------------------------------------- (1) Represents the maximum number of shares to be issued under the Martin Marietta Materials, Inc. Stock-Based Award Plan assuming all awards authorized thereunder are made and exercised. In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as amended, this registration statement on Form S-8 also covers an indeterminate amount of interests to be offered or sold pursuant to the plan. (2) Estimated (solely for the purpose of calculating the registration fee) in accordance with Rule 457(h) on the basis of the average high and low prices on the New York Stock Exchange of the Registrant's Common Stock on May 18, 1999.
2 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The following documents filed by the Registrant with the Securities and Exchange Commission (the "Commission") are incorporated by reference and made a part hereof: (a) The Registrant's Annual Report on Form 10-K for the year ended December 31, 1998; (b) All reports filed by the Registrant pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") since the end of the fiscal year covered by the Annual Report on Form 10-K referred to in (a) above; (c) The description of the Registrant's Common Stock contained in the Registrant's Registration Statement No. 33-72648 on Form S-1 filed on February 17, 1994 with the Commission pursuant to Section 12 of the Exchange Act, and any amendment or report filed for the purpose of updating such descriptions; and (d) All other reports subsequently filed pursuant to Section 13(a), 13(c), 14 and 15(d) of the Exchange Act. Item 4. Description of Securities. Not Applicable. Item 5. Interests of Named Experts and Counsel. Certain legal matters with respect to the registration of the Common Stock pursuant to this Registration Statement will be passed upon for the Registrant by Robinson, Bradshaw & Hinson, P.A., 101 North Tryon Street, Suite 1900, Charlotte, North Carolina. Richard A. Vinroot, a shareholder of Robinson, Bradshaw & Hinson, P.A., is a director of the Registrant. Certain members of Robinson, Bradshaw & Hinson, P.A. beneficially owned approximately 2,313 shares of the Registrant's Common Stock as of the date of this Registration Statement. Item 6. Indemnification of Directors and Officers Sections 55-8-50 through 55-8-58 of the NCBCA permit a corporation to indemnify its directors, officers, employees or agents under either or both a statutory or nonstatutory scheme of indemnification. Under the statutory scheme, a corporation may, with certain exceptions, indemnify a director, officer, employee or agent of the corporation who was, is or is threatened to be made, a party to any threatened, pending or
3 completed legal action, suit or proceeding, whether civil, criminal, administrative, or investigative, because of the fact that such person was a director, officer, agent or employee of the corporation, or is or was serving at the bequest of such corporation as a director, officer, employee or agent of another corporation or enterprise. This indemnity may include the obligation to pay any judgment, settlement, penalty, fine (including an excise tax assessed with respect to an employee benefit plan) and reasonable expenses incurred in connection with a proceeding (including counsel fees), but no such indemnification may be granted unless such director, officer, agent or employee (i) conducted himself in good faith, (ii) reasonably believed (1) that any action taken in his official capacity with the corporation was in the best interest of the corporation or (2) that in all other cases his conduct at least was not opposed to the corporation's best interest, and (iii) in the case of any criminal proceeding, had not reasonable cause to believe his conduct was unlawful. Whether a director has met the requisite standard of conduct for the type of indemnification set forth above is determined by the board of directors, a committee of directors, special legal counsel or the shareholders in accordance with Section 55-8-55. A corporation may not indemnify a director under the statutory scheme in connection with a proceeding by or in the right of the corporation in which the director was adjudged liable to the corporation or in connection with a proceeding in which a director was adjudged liable on the basis of having received an improper personal benefit. Item 7. Exemption from Registration Claimed. Not Applicable. Item 8. Exhibits. 4.1 Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.01 to the Martin Marietta Materials, Inc. Annual Report on Form 10-K for the fiscal year ended December 31, 1994). 4.2 Rights Agreement, dated as of October 21, 1996, between Martin Marietta Materials, Inc., a North Carolina corporation, and First Union National Bank of North Carolina, a North Carolina corporation (incorporated by reference to Exhibit 1 to the Martin Marietta Materials, Inc. Registration Statement on Form 8-A, filed October 21, 1996.) 5. Opinion of Robinson, Bradshaw & Hinson, P.A. 24(a). Consent of Ernst & Young, LLP 24(b). Consent of Robinson, Bradshaw & Hinson, P.A. (contained in Exhibit 5) 25. Powers of Attorney (reference is made to signature page). Item 9. Undertakings.
4 (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 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; (2) For the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment to 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; (3) The Registrant shall remove from registration by means of a post-effective amendment any of the securities being registered that remain unsold at the termination of the offering; (4) 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; and (5) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in such 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. (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
5 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.
6 SIGNATURES The Registrant. Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe 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 Raleigh, North Carolina. MARTIN MARIETTA MATERIALS, INC. Dated: May 21, 1999 By: /s/ Bruce A. Deerson ---------------------------------- Bruce A. Deerson Vice President and General Counsel
7 INDEX TO EXHIBITS Item No. Description of Item Page -------- ------------------- ---- 4.1 Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.01 to the Martin Marietta Materials, Inc. Annual Report on Form 10-K for the fiscal year ended December 31, 1994). 4.2 Rights Agreement, dated as of October 21, 1996, between Martin Marietta Materials, Inc., a North Carolina corporation, and First Union National Bank of North Carolina, a North Carolina corporation (incorporated by reference to Exhibit 1 to the Martin Marietta Materials, Inc. Registration Statement on Form 8-A, filed October 21, 1996.) 5 Opinion of Robinson, Bradshaw & Hinson, P.A. 24(a) Consent of Ernst & Young, LLP 24(b) Consent of Robinson, Bradshaw & Hinson, P.A. (See Exhibit 5) 25 Powers of Attorney
1 [ROBINSON, BRADSHAW & HINSON, P.A. Letterhead] May 20, 1999 Martin Marietta Materials, Inc. 2710 Wycliff Road Raleigh, North Carolina 27607 Attention: Mr. Stephen P. Zelnak, Jr. Re: Martin Marietta Materials, Inc. Registration on Statement on Form S-8 Ladies and Gentlemen: We have served as special counsel to Martin Marietta Materials, Inc. (the "Company") in connection with the Company's registration statement on Form S-8 (the "Registration Statement") relating to the offer and sale of up to 5,000,000 shares of the Company's common stock, $.01 par value (the "Shares"), pursuant to the Martin Marietta Materials, Inc. Stock-Based Award Plan (the "Plan"). We understand that the Registration Statement is being filed with the Securities and Exchange Commission and that this letter is to be included as Exhibit 24(b) thereof. We have examined the Plan, the Registration Statement, the articles of incorporation and the bylaws of the Company, corporate proceedings relating to the authorization, issuance and sale of the Shares and such other documents and records as we have deemed necessary in order to enable us to render this opinion. Based upon the foregoing, and subject to the conditions set forth below, we are of the opinion that: 1. The Company is a corporation duly organized and validly existing under the laws of the State of North Carolina; and 2. The Shares, when issued and sold by the Company pursuant to the terms and conditions of the Plan, will be legally issued, fully paid and nonassessable, and will represent validly authorized and outstanding shares of the common stock of the Company. The opinions expressed herein are contingent upon the Company's articles of incorporation and bylaws not being amended after the date hereof and prior to the issuance of any of the Shares in any manner that would affect the matters addressed herein.
2 Martin Marietta Materials, Inc. May 20, 1999 Page 2 We hereby consent to the filing of a copy of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not hereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission. Very truly yours, ROBINSON, BRADSHAW & HINSON, P.A. /s/ Stephen M. Lynch Stephen M. Lynch SML/mer
1 Exhibit 24(a) CONSENT OF INDEPENDENT AUDITORS We consent to the reference to our firm in the Registration Statement (Form S-8 No. 333-00000) pertaining to the Martin Marietta Materials, Inc. Stock-Based Award Plan and to the incorporation by reference therein of our report dated January 25, 1999, with respect to the consolidated financial statements of Martin Marietta Materials, Inc. incorporated by reference in its Annual Report (Form 10-K) for the year ended December 31, 1998 and the related financial statement schedule included therein, filed with the Securities and Exchange Commission. Ernst & Young LLP May 20, 1999
1 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below appoints Bruce A. Deerson and Roselyn R. Bar, jointly and severally, as his true and lawful attorney-in-fact, each with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact, jointly and severally, full power and authority to do and perform each in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact, jointly and severally, or their 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, this registration statement has been signed below by the following persons in the capacities and on the date indicated. Signature Title Date --------- ----- ---- /s/ Stephen P. Zelnak, Jr. Chairman of the Board, May 21, 1999 - ----------------------------- President and Chief Stephen P. Zelnak, Jr. Executive Officer /s/ Janice K. Henry Senior Vice President, May 21, 1999 - ----------------------------- Chief Financial Officer Janice K. Henry and Treasurer /s/ Anne H. Lloyd Vice President, Controller May 21, 1999 - ----------------------------- and Chief Accounting Officer Anne H. Lloyd /s/ Richard G. Adamson Director May 21, 1999 - ----------------------------- Richard G. Adamson /s/ Marcus C. Bennett Director May 21, 1999 - ----------------------------- Marcus C. Bennett /s/ Bobby F. Leonard Director May 21, 1999 - ----------------------------- Bobby F. Leonard /s/ Frank H. Menaker, Jr. Director May 21, 1999 - ----------------------------- Frank H. Menaker, Jr. /s/ William E. McDonald Director May 21, 1999 - ----------------------------- William E. McDonald
2 /s/ James M. Reed Director May 21, 1999 - ----------------------------- James M. Reed /s/ William B. Sansom Director May 21, 1999 - ----------------------------- William B. Sansom /s/ Richard A. Vinroot Director May 21, 1999 - ----------------------------- Richard A. Vinroot