Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): November 21, 2024

HAYNES INTERNATIONAL, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware		001-33288		06-1185400
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

1020 West Park Avenue

Kokomo, Indiana

46904-9013

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (765) 456-6000

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol (s)	Name of each exchange on which registered
Common Stock, par value $0.001 per share	HAYN	NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 13(a) of the Exchange Act. ¨

Introductory Note

This Current Report on Form 8-K is being filed in connection with the completion of the previously announced merger contemplated by that certain Agreement and Plan of Merger, dated as of February 4, 2024 (the “Merger Agreement”), by and among Haynes International, Inc. (“Haynes” or the “Company”), a Delaware corporation, North American Stainless, Inc., a Delaware corporation (“North American Stainless” or “Parent”), Warhol Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and, solely for the purposes of Section 9.14 thereof, Acerinox, S.A., a Spanish sociedad anonima (“Acerinox”).

On November 21, 2024 (the “Closing Date”), pursuant to the Merger Agreement, Merger Sub merged with and into Haynes (the “Merger”), with Haynes surviving the Merger as a wholly-owned subsidiary of Parent.

Item 1.02 – Termination of a Material Definitive Agreement

Concurrently with the closing of the Merger, all obligations outstanding under that certain Credit Agreement, dated as of October 19, 2020, by and among Haynes and certain of its subsidiaries, as borrowers, each additional borrower from time to time party thereto, LaPorte Custom Metal Processing, LLC, as guarantor, JPMorgan Chase Bank, N.A., as administrative agent and the several banks and other financial institutions from time to time party thereto as lenders (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) were repaid in full, and the Credit Agreement was concurrently terminated on the Closing Date. In connection with the termination and repayment in full of all outstanding obligations under the Credit Agreement, all related liens and security interests securing the Credit Agreement were terminated and released.

Item 2.01 – Completion of Acquisition or Disposition of Assets

The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.

At the effective time of the Merger (the “Effective Time”), upon the terms of the Merger Agreement, each share of Haynes’ common stock, par value $0.001 per share, that was issued and outstanding as of immediately prior to the Effective Time (other than any shares of Haynes common stock (i) held by Haynes as treasury stock or (ii) owned by Parent or any of its subsidiaries (including Merger Sub), in each case as of immediately prior to the Effective Time) was automatically cancelled and converted into the right to receive $61.00, without interest and subject to applicable tax withholdings.

In addition, pursuant to the Merger Agreement, at the Effective Time:

(a)

each Company stock option (an “Option”) that was outstanding as of immediately prior to the Effective Time, whether vested or unvested, was cancelled and converted into the right to receive an amount in cash (without interest and subject to applicable withholding taxes) equal to the product of (i) the number of shares of Haynes common stock subject to such Option as of immediately prior to the Effective Time and (ii) the excess, if any, of $61.00 over the per share exercise price of such Option;

(b)

each award of time-based restricted stock of the Company (each, an “RSA”) that was outstanding as of immediately prior to the Effective Time was cancelled and converted into the right to receive an amount in cash (without interest and subject to applicable withholding taxes) equal to the sum of (i) the product of (A) $61.00 and (B) the number of shares of Haynes common stock subject to such RSA as of immediately prior to the Effective Time plus (ii) the amount of any accrued but unpaid dividends with respect to such RSA; and

(c)

each award of performance-based restricted stock of the Company (each, a “PSA”) that was outstanding as of immediately prior to the Effective Time was cancelled and converted into the right to receive an amount in cash (without interest and subject to applicable withholding taxes) equal to the sum of (i) the product of (A) $61.00 and (B) the total number of shares of Haynes common stock subject to such PSA as of immediately prior to the Effective Time, determined with the applicable performance metrics deemed to be achieved at the greater of (x) the actual level performance as of the Effective Time and (y) the target level of performance, plus (ii) the amount of any accrued dividend equivalents with respect to such PSA.

The foregoing description of the Merger, the Merger Agreement and the other transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Merger Agreement, a copy of which was filed as Exhibit 2.1 to the Current Report on Form 8-K filed by Haynes with the Securities Exchange Commission (the “SEC”) on February 5, 2024, which is incorporated by reference herein.

Item 3.01 – Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.01.

On the Closing Date, in connection with the consummation of the Merger, Haynes (i) notified the Nasdaq Global Select Market (“Nasdaq”) of the consummation of the Merger, (ii) requested that the trading of Haynes common stock on Nasdaq be suspended and that the listing of its shares on Nasdaq be withdrawn, and (iii) requested that Nasdaq file with the SEC a Form 25 Notification of Removal from Listing and/or Registration under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) to delist and deregister the shares of Haynes common stock under Section 12(b) of the Exchange Act. Following the effectiveness of the Form 25, Haynes intends to file with the SEC a Certification and Notice of Termination on Form 15 to deregister the Haynes common stock and suspend Haynes’ reporting obligations under Sections 13 and 15(d) of the Exchange Act.

Item 3.03 – Material Modification to Rights of Security Holders.

The information set forth in the Introductory Note and Items 2.01, 3.01, 5.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

As a result of the Merger, each share of Haynes common stock that was issued and outstanding immediately prior to the Effective Time (except as described in Item 2.01 of this Current Report on Form 8-K) was automatically converted, at the Effective Time, into the right to receive $61.00 (the “Per Share Price”). Accordingly, at the Effective Time, the holders of such shares of Haynes common stock ceased to have any rights as stockholders of Haynes, other than the right to receive the Per Share Price.

Item 5.01 – Change in Control of Registrant.

The information set forth in the Introductory Note, Item 2.01 and Item 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

As a result of the Merger, at the Effective Time, a change of control of Haynes occurred, and Haynes became a wholly-owned subsidiary of Parent.

Item 5.02 – Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The information set forth in the Introductory Note and Items 2.01 and 5.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.02.

Board of Director Resignations

As a result of the Merger, at the Effective Time, Michael L. Shor, Robert H. Getz, Dawne S. Hickton, Alicia R. Masse, Brian R. Shelton, and Larry O. Spencer each resigned from the Board of Directors of Haynes (the “Board”) and from any and all committees of the Board on which they served and ceased to be directors of Haynes and Cristobal Fuentes, Chris Lyons and Patrick Graf, each a director of Merger Sub immediately prior to the Effective Time, were appointed as directors of Haynes and the officers of the Company immediately prior to the Effective Time became the officers of the Surviving Corporation, in each case, until their respective successors are duly elected or appointed and qualified or their earlier death, resignation or removal.

Long-Term Incentive Grants

On November 19, 2024, the Company, following approval from the Compensation Committee of its Board of Directors, made grants of long-term incentives to certain of the Company’s named executive officers (“NEOs”) and other key employees, which are intended to replace the value of annual equity awards that are typically granted to NEOs and other key employees around this time of year. These long-term incentives are in the form of cash awards (each, a “Restricted Cash Award”).

Each Restricted Cash Award provides for a lump sum cash amount payable on the third anniversary of the date of grant (the “Vesting Date”), subject to the recipient’s continued employment through the Vesting Date. Notwithstanding the foregoing, the Restricted Cash Awards will be subject to the termination protections set forth in the applicable award documents.

Certain of our NEOs have been granted Restricted Cash Awards in the amounts set forth in the following table.

Name	Restricted Cash Award
Daniel W. Maudlin	$	384,750
Marlin C. Losch III	$	520,000
Scott R. Pinkham	$	252,681

Item 5.03 – Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The information set forth in the Introductory Note and Items 2.01 and 5.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03.

Pursuant to the Merger Agreement, at the Effective Time, the Second Restated Certificate of Incorporation of Haynes was amended and restated in its entirety to be replaced by the Fourth Restated Certificate of Incorporation of Haynes. Copies of the certificate of incorporation of Haynes are filed as set forth in Exhibit 3.1 to this Current Report on Form 8-K, which is incorporated herein by reference.

Pursuant to the Merger Agreement, at the Effective Time, the Amended and Restated Bylaws of Haynes were amended and restated in their entirety to be replaced by the bylaws of Merger Sub as in effect immediately prior to the Effective Time except that all references to Merger Sub were automatically amended and became references to Haynes. Copies of the bylaws of Haynes are filed as set forth in Exhibit 3.2 to this Current Report on Form 8-K, which is incorporated herein by reference.

Item 8.01 Other Events

On November 21, 2024, Acerinox and Haynes issued a joint press release announcing the closing of the Merger. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference in its entirety herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
2.1†		Agreement and Plan of Merger, dated as of February 4, 2024, by and among Haynes International, Inc., North American Stainless, Inc., Warhol Merger Sub, Inc. and, solely for the purposes of Section 9.14 thereof, Acerinox, S.A., a Spanish sociedad anonima (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on February 5, 2024).
3.1		Fourth Amended and Restated Certificate of Incorporation of Haynes, effective November 21, 2024.
3.2		Second Amended and Restated Bylaws of Haynes, effective November 21, 2024.
99.1		Acerinox and Haynes Joint Press Release, dated as of November 21, 2024.
104		Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document).

†	Certain of the exhibits and schedules to this exhibit have been omitted in accordance with Regulation S-K Item 601(b)(2). The Registrant agrees to furnish supplementally a copy of all omitted exhibits and schedules to the SEC upon its request.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Haynes International, Inc.

Date: November 21, 2024	By:	/s/ Angela M. Kohlheim
	Name:	Angela M. Kohlheim
	Title:	Vice President, General Counsel

Exhibit 3.1

FOURTH RESTATED

CERTIFICATE OF INCORPORATION

HAYNES INTERNATIONAL, INC.

1.             Name. The name of the corporation is Haynes International, Inc. (the “Corporation”).

2.             Address; Registered Office and Agent. The address of the Corporation’s registered office is c/o The Corporation Trust Company, 1209 Orange St., Wilmington, county of New Castle, Delaware, 19801, and the name of its registered agent at such address is THE CORPORATION TRUST COMPANY.

3.             Purpose. The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the DGCL.

4.             Number of Shares. The total number of shares of stock that the Corporation shall have authority to issue is 1,000, all of which shall be shares of Common Stock with the par value of $0.01 per share.

5.             Election of Directors. Unless and except to the extent that the Bylaws of the Corporation (the “Bylaws”) shall so require, the election of directors of the Corporation need not be by written ballot.

6.             Liability; Indemnification.

6.1             A director of the Corporation shall not be personally liable to the Corporation or its shareholders for monetary damages for breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation therefor is not permitted under the DGCL as the same exists or may hereafter be amended. If the DGCL is amended hereafter to authorize the further elimination or limitation of the liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent authorized by the DGCL, as so amended. Any repeal or modification of this paragraph shall not adversely affect any right or protection of a director of the Corporation existing hereunder with respect to any act or omission occurring prior to such repeal or modification.

6.2             Any person who was or is made a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (“proceeding”) by reason of the fact that such person or person for whom such person is a legal representative, is or was a director or officer of the Corporation, or is or was a director or officer of the Corporation serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, nonprofit entity or other enterprise, including service with respect to employee benefit plans (“Covered Person”), whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent, or in any other capacity while serving as a director, officer, employee or agent shall be indemnified and held harmless by the Corporation to the fullest extent authorized or permitted by applicable law.

6.3             The rights conferred on any Covered Person by this Section 6 shall not be exclusive of any other rights which any Covered Person may have or hereafter acquire under law, this Certificate of Incorporation, the Bylaws of the Corporation, an agreement, vote of shareholders or disinterested directors, or otherwise.

6.4             Any repeal or amendment of this Section 6 by the shareholders of the Corporation or by changes in law, or the adoption of any other provision of this Certificate of Incorporation inconsistent with this Section 6, will, unless otherwise required by law, by prospective only (except to the extent such amendment or change in law permits the Corporation to provide broader indemnification rights on a retroactive basis than permitted prior thereto), and will not in any way diminish or adversely affect any right or protection existing at the time of such repeal or amendment or adoption of such inconsistent provision in respect of any act or omission occurring prior to such repeal or amendment or adoption of such inconsistent provision.

6.5             This Section 6 shall not limit the right of the Corporation, to the extent and in the manner authorized or permitted by law, to indemnify and to advance expenses to persons other than Covered Persons.

7.             Adoption, Amendment or Repeal of Bylaws. In furtherance and not in limitation of the powers conferred by statute, the board of directors of the Corporation (the “Board”) is expressly authorized to adopt, amend or repeal the Bylaws.

8.             Meetings of Shareholders. Meetings of shareholders shall be held within or without the State of Delaware, as the Bylaws of the Corporation shall provide. The books of the Corporation shall be kept outside the State of Delaware at such place or places as shall be designated from time to time by the Board or in the Bylaws of the Corporation.

9.             Forum. Unless the Corporation consents in writing to the selection of an alternative forum, the sole and exclusive forum for (a) any derivative action or proceeding brought on behalf of the Corporation, (b) any action asserting a claim of breach of a fiduciary duty owed by any current or former director, officer, stockholder or other employee of the Corporation to the Corporation or the Corporation’s stockholders, (c) any action asserting a claim arising pursuant to any provision of the DGCL, (d) any action asserting a claim, including a claim in the right of the Corporation, as to which the DGCL confers jurisdiction upon the Court of Chancery of the State of Delaware (the “Court of Chancery”), or (e) any action asserting a claim governed by the internal affairs doctrine shall be the Court of Chancery or, if such court lacks jurisdiction, any state or federal court located within the State of Delaware, in all cases subject to such court having personal jurisdiction over the indispensable parties named as defendants, except for, as to each of (a) through (e) above, any claim as to which such court determines that there is an indispensable party not subject to the jurisdiction of such court (and such indispensable party does not consent to the personal jurisdiction of such court within ten (10) days following such determination). Unless the Corporation consents in writing to the selection of an alternative forum, the federal district courts of the United States of America shall, to the fullest extent permitted by law, be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933. Any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of the Corporation shall be deemed to have notice of and consented to the provisions of this Article.

10.           Enforceability. If any provision or provisions of this Certificate of Incorporation shall be held to be invalid, illegal or unenforceable as applied to any circumstance for any reason whatsoever: (i) the validity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions of this Certificate of Incorporation (including, without limitation, each portion of any paragraph of this Certificate of Incorporation containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and (ii) to the fullest extent possible, the provisions of this Certificate of Incorporation (including, without limitation, each such portion of any paragraph of this Certificate of Incorporation containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to permit the Corporation to protect its directors, officers, employees and agents from personal liability in respect of their good faith service or for the benefit of the Corporation to the fullest extent permitted by law.

11.           Certificate Amendments. The Corporation reserves the right at any time, and from time to time, to amend or repeal any provision contained in this Certificate of Incorporation, and add other provisions authorized by the laws of the State of Delaware at the time in force, in the manner now or hereafter prescribed by applicable law; and all rights, preferences and privileges of whatsoever nature conferred upon shareholders, directors or any other persons whomsoever by and pursuant to this Certificate of Incorporation (as amended) are granted subject to the rights reserved in this Article.

Exhibit 3.2

Adopted November 21, 2024

Haynes International, Inc.

a Delaware corporation

(the “Corporation”)

BYLAWS

The Board of Directors

1.            Authority of Board. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors (the “Board”) or, if authorized by the Board, by or under the direction of one or more committees thereof, to the extent permitted by law and by the Board. The Board or any such authorized committee may delegate management responsibility to the extent permitted by law and as deemed appropriate by the Board or such committee. Except as may be otherwise provided by law or these Bylaws or, in the case of a committee of the Board, by applicable resolution of the Board or such committee, the Board or any committee thereof may act by unanimous written consent or, at an authorized meeting at which a quorum is present, by the vote of the majority of the Directors present at the meeting. Except as may be otherwise provided by law, the Board shall have power to determine from time to time whether, and if allowed, when and under what conditions and regulations any of the accounts and books of the Corporation shall be open to inspection. The Board shall not be required to distribute an annual report to holders of Stock in the Corporation.

2.            Number of Directors; Vacancies; Removal. The authorized number of Directors who shall constitute the Board shall be fixed from time to time by resolution of the Board. Whenever there shall be fewer Directors in office than the authorized number of Directors, the Board may, by resolution approved by a majority of the Directors then in office, reduce the authorized number of Directors or choose one or more additional Directors, each of whom shall hold office until the next annual meeting of stockholders or until his or her successor is duly elected. A Director may be removed at any time by the holders of a majority of the outstanding shares of Stock, with or without cause.

3.            Authorized Meetings of the Board. The Board shall have authority to hold annual, regular and special meetings. An annual meeting of the Board may be held immediately following the annual meeting of the holders of Stock in the Corporation, at such place as may be determined by resolution of the Board. Regular meetings of the Board may be held at such times and places and may be determined from time to time by resolution of the Board. Special meetings of the Board may be held at such times and places as may be called by the President or by at least one-third of the members of the Board.

Both annual and regular meetings of the Board may be held without notice thereof. However, a special meeting of the Board shall be an authorized meeting only if actual or constructive notice of the time and place thereof has been given to each Director, or all Directors waive notice thereof. Such notice for any Director may be given orally in person or by telephone by any officer of the Corporation, or delivered by hand or transmitted electronically by the Corporation to the Director’s business address. Such notice shall be given not less than one hour before the hour fixed for the special meeting. If the notice does not state the place of the meeting, the meeting shall be held at the office of the Secretary of the Corporation.

One-third of the authorized number of Directors shall constitute a quorum at any Board meeting. If any meeting of the Board shall lack a quorum, a majority of the Directors present may adjourn the meeting from time to time, without notice, until a quorum is obtained.

4.            Action by Consent. Unless otherwise restricted by the Certificate of Incorporation, these Bylaws or applicable law, any action required or permitted to be taken at any meeting of the Board or of any committee thereof may be taken without a meeting, if all members of the Board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or committee.

5.            Committees. The Board may, by resolution approved by at least a majority of the authorized number of Directors, provide for one or more committees of the Board with such powers, duties and rules of procedure as may be provided by, or established in accordance with the direction of, the Board. Except as may be established to the contrary by applicable resolution of the Board, at any meeting of any such committee of the Board, the member or members thereof who are present and not disqualified from voting, whether or not constituting a quorum, may unanimously appoint another Director to act in the place of any absent or disqualified member Director.

II.

Officers

1.            Designated Officers. The officers of the Corporation shall consist of a President, a Secretary, a Treasurer and such other officers as may be appointed to hold such offices as may from time to time be created by resolution of the Board. The Treasurer shall be the chief financial officer of the Corporation unless the Board designates another officer as such.

2.            Appointment and Removal of Officers. The President shall from time to time be appointed by, and serve at the pleasure of, the Board. The Board or the President may appoint other designated officers to serve at the pleasure of the Board and the President. The Board or the President may remove any officer, with or without cause.

3.            Resignation of Officers. Any officer may also resign at any time by giving written notice to the Board, the President or the Secretary.

4.            President. The President shall preside at all meetings of the Board, shall be the chief executive officer of the Corporation, and shall perform all other duties as may from time to time be assigned to him or her by, or be in accordance with the direction of, the Board.

6.            Secretary. The Secretary shall keep full and complete records of the proceedings of the Board and committees thereof and of the meetings of the stockholders; keep the seal of the Corporation, and affix the same to all instruments which may require it; have custody of and maintain the Corporation’s stockholder records; and perform all other duties as may from time to time be assigned to him or her by the Board or the President, or otherwise be in accordance with the direction of the Board.

8.            Treasurer. The Treasurer shall have custody of the funds of the Corporation, and deposit and pay out such funds, from time to time, in such manner as may be prescribed by, or be in accordance with the direction of, the Board, and shall perform all other duties as may from time to time be assigned to him or her by the Board or the President, or otherwise be in accordance with the direction of the Board.

10.          Other Officers. Any other elected officer shall have such powers and perform such duties as may from time to time be assigned to him or her by the Board or the President, or otherwise be in accordance with the direction of the Board.

11.          Powers of Attorney. Whenever an applicable statute, decree, rule or regulation requires a document to be subscribed by a particular officer of the Corporation, such document may be signed on behalf of such officer by a duly appointed attorney-in-fact, except as otherwise directed by the Board or the President or limited by law.

III.

Offices

The Corporation shall have offices at such place or places as the Board or the President may from time to time determine.

IV.

Stocks and Stock Certificates

1.            Stock. Holders of shares of Stock (other than treasury shares held by the

Corporation) shall be entitled to receive such dividends or distributions as are lawfully declared on the Stock; to have notice of any authorized meeting of holders of Stock in the Corporation; and to one vote for each share of Stock on all matters which are properly submitted to a vote of the holders of Stock.

The stock of the Corporation shall be represented by uncertificated shares, which shall be registered upon the books of the Corporation. Notwithstanding this practice, every holder of uncertificated shared shall be entitled to receive a certificate upon request.

2.            Form of Certificates. Certificates of Stock shall not have any validity whatsoever until and unless they have been signed as hereinbelow provided. All certificates shall be signed by the President, together with the Secretary of the Corporation. All such certificates shall bear the seal of the Corporation or a facsimile thereof.

Certificates of Stock signed by the President, together with the Secretary, being such at the time of such signing, and if regular in other respects, shall be valid, whether such officers hold their respective positions at the date of issue or not.

Any signature or countersignature on certificates of Stock may be an actual signature or a printed or engraved facsimile thereof.

3.            Stock Transfers. Transfer of shares of Stock shall be made on the books of the Corporation. If the stock is represented by certificated shares, transfers shall be made only upon the surrender of a valid certificate of Stock endorsed by the person named in the certificate or by an attorney lawfully constituted in writing. The Corporation may impose such additional conditions to the transfer of its stock as may be necessary or appropriate for compliance with applicable law or to protect the Corporation from liability with respect to such transfer.

4.            Holders of Record. The Board may fix a time as a record date for the determination of holders of Stock entitled to receive any dividend or distribution declared to be payable on any shares of the Corporation; or to vote upon any matter to be submitted to the vote of any holders of Stock in the Corporation; or to be present or to be represented by proxy at any meeting of the holders of Stock in the Corporation, which record date in the case of a meeting of the holders of Stock shall not be more than sixty nor less than ten days before the date set for such meeting; and only holders of record as of the record date shall be entitled to receive such dividend or distribution, to vote on such matter, or to be present or represented by proxy at such meeting.

Meetings of Holders of Stock

1.            Annual Meeting of Holders of Stock. An annual meeting of the holders of Stock in the Corporation shall be held on a date and at a time designated by resolution of the Board of Directors. At the annual meeting, Directors shall be elected to serve for the ensuing year and until their successors are elected. Any other proper business may also be transacted at the annual meeting.

2.            Special Meeting of Stockholders. Special meetings of holders of Stock may be called at any time by the Board, the President, or by holders possessing at least ten percent of the issued and outstanding shares of Stock, to be held not less than ten nor more than sixty days after the request therefore.

3.            Places of Meetings. The Board may determine where each meeting of holders of Stock shall be held, but in the absence of any designation by the Board of the meeting place, meetings of holders of Stock shall be held at the office of the Secretary of the Corporation.

4.            Notices of Meetings. Written notice of all meetings of holders of Stock stating the place, date and hour of the meeting, shall be mailed, postage prepaid, or delivered, not less than ten nor more than sixty days before such meeting to each holder entitled to notice of, or to vote at, any meeting of holders of Stock at the address of such holder as it appears on the records of the Corporation.

5.            Quorum for Action by Holders of Stock Elections. Except as may otherwise be provided by law, all elections shall be held and all questions decided by a majority of the shares of Stock which are voted.

6.            Proxies. At any meeting of holders of Stock, any holder of record entitled to vote thereat may be represented and have his or her shares voted by a proxy or proxies appointed by an instrument in writing executed by stockholder of record.

7.            Adjournments. Any meeting of the holders of Stock (whether annual or special), and whether or not a quorum shall have been present), may be adjourned from time to time and from place to place by vote of a majority of the shares of Stock represented at such meeting, without notice other than announcement at such meeting of the time and place at which the meeting is to be resumed—such adjournment and the reasons therefor being recorded in the journal of proceedings of the meeting. At any meeting so resumed after such adjournment, provided a majority of the outstanding shares of Stock shall then be represented, any business may be transacted which might have been transacted at the meeting as originally scheduled.

VI.

Indemnification and Advancement of Expenses

1.            Power to Indemnify in Actions, Suits or Proceedings other than Those by or in the Right of the Corporation. Subject to Section 3 of this Article VI, the Corporation shall indemnify and hold harmless any person who was or is made or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation), by reason of the fact that such person or a person for whom such person is the legal representative, is or was a director or officer of the Corporation, or is or was a director or officer of the Corporation serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, nonprofit entity or other enterprise, including service with respect to employee benefit plans, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that such person’s conduct was unlawful.

2.            Power to Indemnify in Actions, Suits or Proceedings by or in the Right of the Corporation. Subject to Section 3 of this Article VI, the Corporation shall indemnify and hold harmless any person who was or is made or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that such person is or was a director or officer of the Corporation, or a person for whom such person is the legal representative, or is or was a director or officer of the Corporation serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against all judgments, penalties (including excise and similar taxes), fines, settlements, expenses and liability suffered or incurred (including attorneys’ fees and court costs, each of which are actually and reasonably incurred) by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

3.            Authorization of Indemnification. Any indemnification under this Article VI (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the present or former director or officer is proper in the circumstances because such person has met the applicable standard of conduct set forth in Section 1 or Section 2 of this Article VI, as the case may be. Such determination shall be made, with respect to a person who is a director or officer at the time of such determination, (i) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (ii) by a committee of such directors designated by a majority vote of such directors, even though less than a quorum, or (iii) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion or (iv) by the stockholders. Such determination shall be made, with respect to former directors and officers, by any person or persons having the authority to act on the matter on behalf of the Corporation. To the extent, however, that a present or former director or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding described above, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith, without the necessity of authorization in the specific case.

4.            Good Faith Defined. For purposes of any determination under Section 3 of this Article VI, a person shall be deemed to have acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation, or, with respect to any criminal action or proceeding, to have had no reasonable cause to believe such person’s conduct was unlawful, if such person’s action is based on the records or books of account of the Corporation or another enterprise, or on information supplied to such person by the officers of the Corporation or another enterprise in the course of their duties, or on the advice of legal counsel for the Corporation or another enterprise or on information or records given or reports made to the Corporation or another enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Corporation or another enterprise. The provisions of this Section 4 shall not be deemed to be exclusive or to limit in any way the circumstances in which a person may be deemed to have met the applicable standard of conduct set forth in Section 1 or Section 2 of this Article VI, as the case may be.

5.            Indemnification by a Court. Notwithstanding any contrary determination in the specific case under Section 3 of this Article VI, and notwithstanding the absence of any determination thereunder, any director or officer may apply to the Court of Chancery of the State of Delaware or any other court of competent jurisdiction in the State of Delaware for indemnification to the extent otherwise permissible under Section 1 or Section 2 of this Article VI. The basis of such indemnification by a court shall be a determination by such court that indemnification of the director or officer is proper in the circumstances because such person has met the applicable standard of conduct set forth in Section 1 or Section 2 of this Article VI, as the case may be. Neither a contrary determination in the specific case under Section 3 of this Article VI nor the absence of any determination thereunder shall be a defense to such application or create a presumption that the director or officer seeking indemnification has not met any applicable standard of conduct. Notice of any application for indemnification pursuant to this Section 5 shall be given to the Corporation promptly upon the filing of such application. If successful, in whole or in part, the director or officer seeking indemnification shall also be entitled to be paid the expense of prosecuting such application.

6.            Expenses Payable in Advance. Expenses incurred (including attorneys’ fees and court costs, each of which are actually and reasonably incurred) by a director or officer in defending any civil, criminal, administrative or investigative action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the Corporation as authorized in this Article VI. Such expenses (including attorneys’ fees) incurred by former directors and officers or other employees and agents may be so paid upon such terms and conditions, if any, as the Corporation deems appropriate.

7.            Nonexclusivity of Indemnification and Advancement of Expenses. The indemnification and advancement of expenses provided by, or granted pursuant to, this Article VI shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under the Certificate of Incorporation, these Bylaws, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office, it being the policy of the Corporation that indemnification of the persons specified in Section 1 and Section 2 of this Article VI shall be made to the fullest extent permitted by law. The provisions of this Article VI shall not be deemed to preclude the indemnification of any person who is not specified in Section 1 or Section 2 of this Article VI but whom the Corporation has the power or obligation to indemnify under the provisions of the General Corporation Law of the State of Delaware, or otherwise.

8.            Insurance. The Corporation may purchase and maintain insurance on behalf of any person who is or was a director or officer of the Corporation, or is or was a director or officer of the Corporation serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the Corporation would have the power or the obligation to indemnify such person against such liability under the provisions of this Article VI.

9.            Certain Definitions. For purposes of this Article VI, references to “the Corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors or officers, so that any person who is or was a director or officer of such constituent corporation, or is or was a director or officer of such constituent corporation serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Article VI with respect to the resulting or surviving corporation as such person would have with respect to such constituent corporation if its separate existence had continued. The term “another enterprise” as used in this Article VI shall mean any other corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise of which such person is or was serving at the request of the Corporation as a director, officer, employee or agent. For purposes of this Article VI, references to “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to “serving at the request of the Corporation” shall include any service as a director, officer, employee or agent of the Corporation which imposes duties on, or involves services by, such director or officer with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Corporation” as referred to in this Article VI.

10.         Survival of Indemnification and Advancement of Expenses. The indemnification and advancement of expenses provided by, or granted pursuant to, this Article VI shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors and administrators of such a person.

11.          Limitation on Indemnification. Notwithstanding anything contained in this Article VI to the contrary, except for proceedings to enforce rights to indemnification (which shall be governed by Section 5 of this Article VI), the Corporation shall not be obligated to indemnify any director or officer (or his or her heirs, executors or personal or legal representatives) or advance expenses in connection with a proceeding (or part thereof) initiated by such person unless such proceeding (or part thereof) was authorized or consented to by the Board.

12.          Indemnification of Employees and Agents. The Corporation may, to the extent authorized from time to time by the Board, provide rights to indemnification and to the advancement of expenses to employees and agents of the Corporation similar to those conferred in this Article VI to directors and officers of the Corporation.

VII.

General Matters

1.            Checks, Drafts, Evidence of Indebtedness. All checks, drafts, or other orders for payment of money, notes, or other evidence of indebtedness issued in the name of or payable to the Corporation shall be signed or endorsed in such manner and by such person or persons as shall be designated from time to time in accordance with the resolution of the Board.

2.            Contracts and Instruments; How Executed. The Board, except as otherwise provided in the Certificate of Incorporation or these Bylaws, may authorize any Director, Directors, officer, officers, agent or agents to enter into any contract or execute any instrument in the name of and on behalf of the Corporation and this authority may be general or confined to specific instances; and unless so authorized or ratified by the Directors or within the agency power of an officer (or otherwise specified in the Certificate of Incorporation or these Bylaws), no officer, agent, or employee shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount.

3.            Representation of Shares of Other Entities Held by the Corporation. Any officer or any other person authorized by the Board or by any of the officers is authorized to vote or represent on behalf of the Corporation any and all shares of any corporation, partnership, trust, or other entity, foreign or domestic, standing in the name of the Corporation. The authority granted may be exercised in person or by a proxy duly executed by such designated person.

VIII.

Corporate Seal

The seal of the Corporation shall have the name of the Corporation inscribed thereon, together with the date and State of incorporation.

IX.

Amendments

1.            Any of these Bylaws may be altered, amended or repealed by the holders of a majority of the outstanding shares of Stock; or any of these Bylaws may be altered, amended or repealed by resolution of the Board approved by at least a majority of the Directors then in office.

Exhibit 99.1

Press Release

Acerinox completes the acquisition of Haynes International

The transaction strengthens Acerinox’s global position in high-performance alloys and in the high-growth U.S. market and aerospace sector

Acerinox, a leading global company in the manufacturing and distribution of stainless steel and high-performance alloys, has completed today, through its wholly owned U.S. subsidiary – North American Stainless (“NAS”) – the acquisition of Haynes International (“Haynes”), a U.S. leading developer, manufacturer, and marketer of technologically advanced high-performance alloys.

“We are excited to officially welcome Haynes”, Bernardo Velázquez Herreros, Chief Executive Officer of Acerinox, said. “Haynes has built a leading high-performance alloys business. Their addition to Acerinox strengthens our global position in this segment, creating opportunities for growth in the aerospace sector and in the attractive U.S. market. Haynes has a committed and highly qualified and experienced team, that fits culturally with the values of our Group, with considerable talent that will allow us to expand our range of products and ultimately make the Acerinox Group even better.”

“For over 112 years, Haynes has been at the forefront of the high-performance alloy industry, and today’s announcement sets the foundation for our future, ensuring that we will be able to better serve our customers through increased capacity and an even broader portfolio of products, applications and services”, said Michael L. Shor, President and Chief Executive Officer of Haynes. “We are excited to officially join the Acerinox family and know that the investment in our operations will drive growth for not just the Group, but our local communities.”

Together, Haynes and VDM Metals will form Acerinox’s High-Performance Alloys (HPA) Division in the future. The integration of Haynes will support Acerinox’s strategic priorities, including the company’s focus on enhancing its operations in the U.S. market, high-performance alloys, and the aerospace sector. Acerinox will invest approximately $200 million over the next four years in the newly combined U.S. business, mostly in Haynes’s operations in Kokomo, to create an integrated high-performance alloy and stainless-steel platform.

Additional transaction highlights, as previously announced during February of this year:

●

Offers estimated annual synergies of $71 million.

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Adds powerful R&D capabilities and a significant portfolio of patents and certifications.

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Creates additional value through the combination of complementary businesses, including the expansion of U.S. operating capabilities and a sales and distribution network with 14 additional locations internationally.

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Builds upon Haynes's historical and expected financial performance to deliver significant growth and margin enhancements.

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Haynes brings strong relationships and a portfolio of loyal customers, delivering high quality customer service.

About Acerinox

The Acerinox Group is the global leader in the manufacture of stainless steel and high-performance alloys, with a melting shop capacity of 3.5 million tons. Its production network is comprised of 12 factories. The Group has five stainless steel factories: three integrated flat product plants (Acerinox Europa, North American Stainless and Columbus Stainless); and two long product plants. The other 7 factories (located in the United States and Germany) manufacture high performance alloys. Acerinox Group products, with more than 11,000 possible combinations, are sold through an extensive commercial network in more than 80 countries.

Cover	Nov. 21, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 21, 2024
Current Fiscal Year End Date	--09-30
Entity File Number	001-33288
Entity Registrant Name	HAYNES INTERNATIONAL, INC.
Entity Central Index Key	0000858655
Entity Tax Identification Number	06-1185400
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	1020 West Park Avenue
Entity Address, City or Town	Kokomo
Entity Address, State or Province	IN
Entity Address, Postal Zip Code	46904-9013
City Area Code	765
Local Phone Number	456-6000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	HAYN
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false