As filed with the Securities and Exchange Commission on November 7, 2018
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
Alcoa Corporation
(Exact name of registrant as specified in its charter)
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Delaware
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81-1789115
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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201 Isabella Street, Suite 500
Pittsburgh, Pennsylvania 15212-5858
(Address of Principal Executive Offices)
Alcoa USA Corp. Deferred Compensation Plan
Alcoa Corporation 2016 Deferred Fee Plan for Directors
(Full title of the plans)
Jeffrey D. Heeter
Executive Vice President, General Counsel, and Secretary
Alcoa Corporation
201
Isabella Street, Suite 500
Pittsburgh, Pennsylvania 15212
(412)
315-2900
(Name, address, including zip code, and telephone number, including area code, of agent for service)
With a copy to:
Amy I. Pandit
Morgan,
Lewis & Bockius LLP
One Oxford Centre
Thirty-Second Floor
301
Grant Street
Pittsburgh, Pennsylvania 15219
(412)
560-3300
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.
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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Smaller reporting company
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☐
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Emerging growth company
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☐
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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
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Title of securities
to be registered
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Amount
to be
registered
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Proposed
maximum
offering
price
per share
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Proposed
maximum
aggregate
offering price
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Amount of
registration fee
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Deferred Compensation Obligations
(1)
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$50,000,000
(2)
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100%
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$50,000,000
(3)
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$6,060
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(1)
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The Deferred Compensation Obligations are unsecured obligations of the Registrant to pay up to $50,000,000 of
deferred compensation from time to time in the future in accordance with the terms of the Alcoa USA Corp. Deferred Compensation Plan and the Alcoa Corporation 2016 Deferred Fee Plan for Directors (the Plans).
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(2)
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The amounts to be registered under the respective Plans are: Alcoa USA Corp. Deferred Compensation
Plan$35,000,000; and Alcoa Corporation 2016 Deferred Fee Plan for Directors$15,000,000.
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(3)
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Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) under the
Securities Act. The amount of Deferred Compensation Obligations registered is based on an estimate of the amount of compensation participants may defer under the Plans.
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