As filed with the Securities and Exchange
Commission on May 12, 2020
Registration
No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MARTIN MARIETTA MATERIALS, INC.
(Exact name of Registrant as specified in its
charter)
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North Carolina |
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56-1848578
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(State or other jurisdiction
of
incorporation or organization) |
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(I.R.S.
Employer Identification Number) |
2710 Wycliff Road
Raleigh, North Carolina 27607-3033
(919) 781-4550
(Address, including zip code, and telephone
number, including area code, of registrant’s principal executive
offices)
Roselyn R. Bar
Executive Vice President, General Counsel and
Corporate Secretary
Martin Marietta Materials, Inc.
2710 Wycliff Road
Raleigh, North Carolina 27607-3033
(919) 781-4550
(Name, address, including zip code, telephone
number, including area code, of agent for service)
Copy to:
Joseph D. Zavaglia
Cravath, Swaine & Moore LLP
825 Eighth Avenue
Worldwide Plaza
New York, New York 10019
(212) 474-1724
Approximate date of commencement of proposed sale to the
public: From time to time after the effective date of this
Registration Statement.
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please
check the following box. ☐
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933, other than securities offered only in
connection with dividend or interest reinvestment plans, check the
following box. ☒
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration
statement number of the earlier effective registration statement
for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier
effective registration statement for the same
offering. ☐
If this Form is a registration statement pursuant to General
Instruction I.D. or a post-effective amendment thereto that shall
become effective upon filing with the Commission pursuant to Rule
462(e) under the Securities Act, check the following
box. ☒
If this Form is a post-effective amendment to a registration
statement filed pursuant to General Instruction I.D. filed to
register additional securities or additional classes of securities
pursuant to Rule 413(b) under the Securities Act, check the
following box. ☐
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 Each Class of
Securities to be Registered(1) |
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Amount
to be
Registered(1) |
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Proposed
Maximum Aggregate
Offering Price
Per Unit(1) |
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Proposed
Maximum Aggregate
Offering Price(1) |
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Amount of
Registration Fee(2) |
Debt Securities (which may be senior or subordinated, convertible
or non-convertible)
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Common Stock, par value $0.01 per share
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Preferred Stock, par value $0.01 per share
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Warrants(3)
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(1) |
An indeterminate aggregate initial offering price or
number of the securities of each identified class is being
registered as may from time to time be issued at indeterminate
prices. Separate consideration may or may not be received for
securities that are issuable on exercise, conversion or exchange of
other securities. The proposed maximum offering price will be
determined from time to time by the registrant in connection with
the issuance by the registrant of securities registered
hereunder.
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(2) |
In accordance with Rule 456(b) and Rule 457(r) under
the Securities Act, the Registrant is deferring payment of the
entire registration fee.
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(3) |
Warrants to purchase the above-referenced securities
may be offered and sold separately or together with other
securities.
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