1 As filed with the Securities and Exchange Commission on June 7, 1999 Registration No. 333-79039 =============================================================== SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------------- Amendment No. 1 to 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) ---------------------- 2 PART II 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)(1) Consent of Ernst & Young, LLP 24(a)(2) Consent of Ernst & Young, LLP *24(b). Consent of Robinson, Bradshaw & Hinson, P.A. (contained in Exhibit 5) 24(c). Consent of PricewaterhouseCoopers, LLP *25. Powers of Attorney (reference is made to signature page). - --------------------- *Previously filed. 3 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, June 7, 1999 - ----------------------------- President and Chief Stephen P. Zelnak, Jr. Executive Officer /s/ Janice K. Henry Senior Vice President, June 7, 1999 - ----------------------------- Chief Financial Officer Janice K. Henry and Treasurer /s/ Anne H. Lloyd Vice President, Controller June 7, 1999 - ----------------------------- and Chief Accounting Officer Anne H. Lloyd /s/ Richard G. Adamson* Director June 7, 1999 - ----------------------------- Richard G. Adamson /s/ Marcus C. Bennett* Director June 7, 1999 - ----------------------------- Marcus C. Bennett /s/ Bobby F. Leonard* Director June 7, 1999 - ----------------------------- Bobby F. Leonard /s/ Frank H. Menaker, Jr.* Director June 7, 1999 - ----------------------------- Frank H. Menaker, Jr. /s/ William E. McDonald* Director June 7, 1999 - ----------------------------- William E. McDonald 4
/s/ James M. Reed* Director June 7, 1999 - ----------------------------- James M. Reed /s/ William B. Sansom* Director June 7, 1999 - ----------------------------- William B. Sansom /s/ Richard A. Vinroot* Director June 7, 1999 - ----------------------------- Richard A. Vinroot *By: /s/ Roselyn R. Bar ------------------------ Roselyn R. Bar Attorney-in-Fact 5 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: June 7, 1999 By: /s/ Bruce A. Deerson ---------------------------------- Bruce A. Deerson Vice President and General Counsel 6 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)(1) Consent of Ernst & Young, LLP 24(a)(2) Consent of Ernst & Young, LLP *24(b) Consent of Robinson, Bradshaw & Hinson, P.A. (See Exhibit 5) 24(c) Consent of PricewaterhouseCoopers, LLP *25 Powers of Attorney - --------------------- *Previously filed.
1 Exhibit 24(a)(2) CONSENT OF INDEPENDENT AUDITORS We consent to the reference to our firm and to the use of our report dated January 25, 1999, in Amendment No. 1 to the Registration Statement (Form S-8 No. 333-79039) for the Registration of 5,000,000 shares of its common stock. Ernst & Young LLP June 1, 1999
1 Consent of Independent Accountants We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Martin Marietta Materials, Inc. of our report dated July 30, 1998 relating to the consolidated financial statements of Redland Stone Products Company, which appears in the Current Report on Form 8-K/A of Martin Marietta Materials, Inc. dated February 15, 1999. /s/ PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP Philadelphia, Pennsylvania June 2, 1999