As filed with the Securities and Exchange Commission on August 5, 2021
Registration No. 333-            

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933

TIMKENSTEEL CORPORATION
(Exact Name of Registrant as Specified in Its Charter)

 
			
Ohio	 	46-4024951	
(State or Other Jurisdiction
of Incorporation or Organization)	 	(IRS Employer
Identification No.)	
1835 Dueber Avenue SW, Canton, Ohio 44706-0928
(Address of Principal Executive Offices Including Zip Code)
TimkenSteel Corporation Amended and Restated
2020 Equity and Incentive Compensation Plan
(Full Title of the Plan)
Kristine C. Syrvalin, Esq.
Executive Vice President, General Counsel and Secretary
1835 Dueber Avenue SW
Canton, Ohio 44706-0928
(330) 471-7000
(Name, Address and Telephone Number, Including Area Code, of Agent For Service)

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.

Large accelerated filer	 	☐	  	Accelerated filer	 	☒	
				
Non-accelerated filer	 	☐	  	Smaller reporting company	 	☐	
				
Emerging growth company	 	☐	  		 		
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

Title of Securities
to be Registered	 	Amount
to be
Registered (1)(2)	 	Proposed
Maximum
Offering Price
Per Share (3)	 	Proposed
Maximum
Aggregate
Offering Price (3)	 	Amount of
Registration Fee	
Common Shares, without par value per share	 	2,000,000	 	$13.635	 	$27,270,000	 	$2,976	

(1)	Represents the number of additional common shares, without par value per share (“Common Shares”), of TimkenSteel Corporation (the “Registrant”), available pursuant to the amended and restated TimkenSteel Corporation 2020 Equity and Incentive Compensation Plan (in the form of the TimkenSteel Corporation Amended and Restated 2020 Equity and Incentive Compensation Plan, the “Plan”) being registered hereon.	
(2)	Pursuant to Rule 416 of the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers such additional Common Shares as may become available pursuant to any anti-dilution provisions of the Plan.	
(3)	Estimated solely for calculating the amount of the registration fee, pursuant to paragraphs (c) and (h) of Rule 457 of the General Rules and Regulations under the Securities Act, on the basis of the average of the high and low sale prices of such securities on the New York Stock Exchange on July 30, 2021, within five business days prior to filing.	

 

EXPLANATORY NOTE
The Registrant hereby files this Registration Statement on Form S-8 (the “Registration Statement”) to register an additional 2,000,000 Common Shares under the Plan. The Plan is an amendment and restatement of the TimkenSteel Corporation 2020 Equity and Incentive Compensation Plan (in the form of the TimkenSteel Corporation Amended and Restated 2020 Equity and Incentive Compensation Plan), for which a previously filed registration statement on Form S-8 is effective. Pursuant to General Instruction E to Form S-8, this Registration Statement incorporates by reference the contents of the Registration Statement on Form S-8 (Registration No. 333-238034) filed by the Registrant on May 6, 2020, including all attachments and exhibits thereto, except to the extent supplemented, amended or superseded by the information set forth herein.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Registrant is subject to the informational and reporting requirements of Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and, in accordance therewith, files reports, proxy statements and other information with the Securities and Exchange Commission (the “Commission”). The following documents have been filed by the Registrant with the Commission and are incorporated herein by reference:
 
 	(a)	The Registrant’s Annual Report on Form 10-K for the year ended December 31, 2020 (Commission File No. 001-36313), filed February 25, 2021;	
 
 	(b)	The Registrant’s Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2021 and June 30, 2021 (Commission File No.  001-36313), filed May  6, 2021 and August 5, 2021, respectively;	
 
 	(c)	The Registrant’s Current Reports on Form 8-K (Commission File No. 001-36313), filed February  16, 2021 and May 6, 2021 (only Items 5.02 and 5.07, Item 9.01 regarding Exhibit 10.1, and Exhibit 10.1); and	
 
 	(d)	The description of the Common Shares contained in the Registrant’s Information Statement, filed as Exhibit 99.1 to Amendment No. 3 to the Registrant’s Registration Statement on Form 10 (Commission File No. 001-36313), filed on May 15, 2014, as amended by the description of the Common Shares contained in Exhibit 4.3 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2019 (Commission File No. 001-36313), filed February 25, 2020, and as amended by any subsequent amendment or report filed for the purpose of updating such description.	
All documents filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this Registration Statement, and prior to the filing of a post-effective amendment that indicates that all securities offered have been sold or that deregisters all securities then remaining unsold, will be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents. Any statement contained in any document incorporated or deemed to be incorporated by reference herein will 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 that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded will not be deemed, except as modified or superseded, to constitute a part of this Registration Statement.
 
2

Item 8. Exhibits.

	Exhibit Number	  		Description	
			
4.1	  	Amended and Restated Articles of Incorporation of the Registrant (incorporated herein by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on June 13, 2014 (Commission File No. 001-36313))		
			
4.2	  	Code of Regulations of the Registrant (incorporated herein by reference to Exhibit 3.2 of Amendment No.  3 to the Registrant’s Registration Statement on Form 10 filed with the Commission on May 15, 2014 (Commission File No. 001-36313))		
			
4.3	  	TimkenSteel Corporation Amended and Restated 2020 Equity and Incentive Compensation Plan (incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on May 6, 2021 (Commission File No. 001-36313))		
			
5.1	  	Opinion of Kristine C. Syrvalin, Executive Vice President, General Counsel and Secretary of the Registrant		
			
23.1	  	Consent of Independent Registered Public Accounting Firm – Ernst & Young LLP		
			
23.2	  	Consent of Kristine C. Syrvalin (included in Exhibit 5.1)		
			
24.1	  	Powers of Attorney		
 
3

SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Canton, State of Ohio, on this 5th day of August, 2021.

TIMKENSTEEL CORPORATION
 	
By:	 	/s/ Kristine C. Syrvalin	
	 	Kristine C. Syrvalin	
	 	Executive Vice President, General Counsel and Secretary	
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.

Date: August 5, 2021	 		  	*            
Michael S. Williams
President and Chief Executive Officer and Director (Principal Executive Officer)	
			
Date: August 5, 2021	 		  	*            
Kristopher R. Westbrooks
Executive Vice President and Chief Financial Officer (Principal Financial Officer)	
			
Date: August 5, 2021	 		  	*            
Nicholas A. Yacobozzi
Corporate Controller (Principal Accounting Officer)	
			
Date: August 5, 2021	 		  	*            
Diane C. Creel
Director	
			
Date: August 5, 2021	 		  	*            
Terry L. Dunlap
Director	

					
Date: August 5, 2021	 		  	*            
Randall H. Edwards
Director	
			
Date: August 5, 2021	 		  	*            
Donald T. Misheff
Director	
			
Date: August 5, 2021	 		  	*            
Ronald A. Rice
Director	
			
Date: August 5, 2021	 		  	*            
Leila L. Vespoli
Director	
			
Date: August 5, 2021	 		  	*            
Randall A. Wotring
Director	
 
*	This Registration Statement has been signed on behalf of the above officers and directors by Kristine C. Syrvalin, as attorney-in-fact, pursuant to a power of attorney filed as Exhibit 24.1 to this Registration Statement.	

Dated:    August 5, 2021	 		 	            	 	By: /s/ Kristine C. Syrvalin                                                                 	
	 		 		 	Kristine C. Syrvalin	
	 		 		 	Attorney-in-Fact	

EXHIBIT 5.1

Kristine C. Syrvalin
Executive Vice President, General Counsel and Secretary
August 5, 2021
TimkenSteel Corporation
1835 Dueber Avenue SW
Canton, Ohio 44706
Re: Registration Statement on Form S-8 Filed by TimkenSteel Corporation
Ladies and Gentlemen:
I am the Executive Vice President, General Counsel and Secretary of TimkenSteel Corporation, an Ohio corporation (the “Company”), and have acted as counsel for the Company in connection with the amendment and restatement of the TimkenSteel Corporation 2020 Equity and Incentive Compensation Plan (the “Plan”). In my capacity as counsel for the Company, I have (or a member of my staff has) examined such documents, records and matters of law as I have deemed relevant or necessary for purposes of this opinion. Based on the foregoing, and subject to the further limitations, qualifications and assumptions set forth herein, I am of the opinion that the additional 2,000,000 common shares (the “Shares”), without par value per share, of the Company that may be issued or delivered and sold pursuant to the Plan and the authorized forms of restricted stock unit or other applicable award agreements thereunder (the “Award Agreements”) will be, when issued or delivered and sold in accordance with the Plan and the Award Agreements, validly issued, fully paid and nonassessable.
The opinion expressed herein is limited to the laws of the State of Ohio, as currently in effect, and I express no opinion as to the effect of the laws of any other jurisdiction on the opinion expressed herein. In addition, I have assumed that the resolutions authorizing the Company to issue or deliver and sell the Shares pursuant to the Plan and the Award Agreements will be in full force and effect at all times at which the Shares are issued or delivered and sold by the Company, and that the Company will take no action inconsistent with such resolutions. In rendering the opinion above, I have assumed that each award under the Plan will be approved by the Board of Directors of the Company or an authorized committee of the Board of Directors.
I hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement on Form S-8 filed by the Company to effect the registration of the Shares under the Securities Act of 1933 (the “Act”). In giving such consent, I do not thereby admit that I am included in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.
Very truly yours,
/s/ Kristine C. Syrvalin
Kristine C. Syrvalin
Executive Vice President, General Counsel and Secretary
TimkenSteel Corporation
1835 Dueber Ave. S.W., Canton, OH 44706
T 330.471.4710
kristine.syrvalin@timkensteel.com

EXHIBIT 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the TimkenSteel Corporation Amended and Restated 2020 Equity and Incentive Compensation Plan of our reports dated February 25, 2021, with respect to the consolidated financial statements and schedule of TimkenSteel Corporation and the effectiveness of internal control over financial reporting of TimkenSteel Corporation included in its Annual Report (Form 10-K) for the year ended December 31, 2020, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Cleveland, Ohio
August 5, 2021

EXHIBIT 24.1
TIMKENSTEEL CORPORATION
REGISTRATION STATEMENT ON FORM S-8
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned officers and directors of TimkenSteel Corporation, an Ohio corporation (the “Registrant”), hereby constitutes and appoints Kristine C. Syrvalin, Kristopher R. Westbrooks and Nicholas A. Yacobozzi, or any of them, each acting alone, as the true and lawful attorney-in-fact or agent, or attorneys-in-fact or agents, for each of the undersigned, with full power of substitution and resubstitution, and in the name, place and stead of each of the undersigned, to execute and file (1) one or more Registration Statements on Form S-8 (the “Form S-8 Registration Statement”) with respect to the registration under the Securities Act of 1933 of common shares, without par value per share, of the Registrant deliverable in connection with the TimkenSteel Corporation Amended and Restated 2020 Equity and Incentive Compensation Plan, (2) any and all amendments, including post-effective amendments, supplements and exhibits to the Form S-8 Registration Statement and (3) any and all applications or other documents to be filed with the Securities and Exchange Commission or any state securities commission or other regulatory authority or exchange with respect to the securities covered by the Form S-8 Registration Statement, granting unto said attorneys-in-fact and agents, 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 in order to effectuate the same as fully to all intents and purposes as he might or could do if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them, may lawfully do or cause to be done by virtue hereof.
This Power of Attorney may be executed in multiple counterparts, each of which shall be deemed an original with respect to the person executing it.
IN WITNESS WHEREOF, the undersigned have hereunto set their hands as of the 5th day of August 2021:

/s/ Michael S. Williams	 		  	/s/ Kristopher R. Westbrooks	
Michael S. Williams
Director and President and Chief Executive Officer	 	
    	  	Kristopher R. Westbrooks
Executive Vice President and Chief Financial Officer	
			
/s/ Nicholas A. Yacobozzi	 		  	/s/ Diane C. Creel	
Nicholas A. Yacobozzi
Corporate Controller	 		  	Diane C. Creel
Director	
			
/s/ Terry L. Dunlap	 		  	/s/ Randall H. Edwards	
Terry L. Dunlap
Director	 		  	Randall H. Edwards
Director	
			
/s/ Donald T. Misheff	 		  	/s/ Ronald A. Rice	
Donald T. Misheff
Director	 		  	Ronald A. Rice
Director	
			
/s/ Leila L. Vespoli	 		  	/s/ Randall A. Wotring	
Leila L. Vespoli
Director	 		  	Randall A. Wotring
Director