Martin Marietta Materials, Inc.
 

As filed with the Securities and Exchange Commission on April 5, 2002

Registration No. 333-_____

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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 incorporation or organization)   (I.R.S. Employer Identification No.)

2710 Wycliff Road
Raleigh, North Carolina 27607
(Address of principal executive offices)

Martin Marietta Materials, Inc.
Common Stock Purchase Plan for Directors
(Full title of the plan)

Roselyn R. Bar
Vice President, General Counsel and Secretary
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)

CALCULATION OF REGISTRATION FEE

                             
        Proposed                
        Maximum   Proposed        
        Offering   Maximum   Amount of
    Amount to be   Price Per   Aggregate   Registration
Title of Securities to be Registered   Registered(1)   Share(2)   Offering Price(2)   Fee
Common Stock, $.01 Par Value Per Share   50,000 Shares   $ 41.47     $ 2,073,500.00     $ 191.00  

(1)  Represents the additional shares of common stock of Martin Marietta Materials, Inc. issuable pursuant to the Martin Marietta Materials, Inc. Common Stock Purchase Plan for Directors (the “Directors Plan”).

(2)  Estimated solely for calculating the amount of the registration fee, pursuant to Rule 457(h) under the Securities Act.

INCORPORATION BY REFERENCE

     This Registration Statement registers 50,000 additional shares of common stock of Martin Marietta Materials, Inc. under the Martin Marietta Materials, Inc. Common Stock Purchase Plan for Directors, for which shares have previously been registered on Form S-8 (Registration No. 333-15429) (the “Prior Registration Statement”). The contents of the Prior Registration Statement are hereby incorporated by reference.

 

 

SIGNATURES

     Pursuant to the requirements of the Securities Act, the Company 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 Raleigh, State of North Carolina, on the 5th day of April, 2002.

           
    MARTIN MARIETTA MATERIALS, INC  
         
         
         
    By:   /s/ Roselyn R. Bar
       
        Roselyn R. Bar
        Vice President, General Counsel and Secretary

 

 

POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS that each of the undersigned officers and directors of the Company hereby severally constitutes and appoints Roselyn R. Bar and M. Guy Brooks, III and each of them, their true and lawful attorneys-in-fact for the undersigned, in any and all capacities, each with full power of substitution to sign any and all amendments to this Registration Statement (including post-effective amendments), and to file the same with exhibits thereto and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact, 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, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that each said attorney-in-fact, or any of them, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

         
Signature
   Title
   Date
 
/s/ Stephen P. Zelnak, Jr.
Stephen P. Zelnak, Jr.		   Chairman of the Board,
President and Chief
Executive Officer 		  April 5, 2002
 
/s/ Janice K. Henry
Janice K. Henry		   Senior Vice President and
Chief Financial Officer 		  April 5, 2002
 
/s/ Anne H. Lloyd
   Vice President, Controller
and Chief Accounting Officer 		  April 5, 2002
 
/s/ Richard G. Adamson
Richard G. Adamson		   Director   April 5, 2002
 
/s/ Marcus C. Bennett
Marcus C. Bennett		   Director   April 5, 2002
 
/s/ Sue W. Cole
Sue W. Cole		   Director   April 5, 2002
 
/s/ Bobby F. Leonard
Bobby F. Leonard		   Director   April 5, 2002
 
/s/ Frank H. Menaker, Jr.
Frank H. Menaker, Jr.		   Director   April 5, 2002
 
/s/ William E. McDonald
William E. McDonald		   Director   April 5, 2002
 
/s/ James M. Reed
James M. Reed		   Director   April 5, 2002
 
/s/ William B. Sansom
William B. Sansom		   Director   April 5, 2002
 
/s/ Richard A. Vinroot
Richard A. Vinroot		   Director   April 5, 2002

 

 

INDEX TO EXHIBITS

             
Exhibit No.       Page
     
5.   Opinion of Robinson Bradshaw & Hinson, P.A. to the legality of securities issuable under the Directors Plan.
     
23.1   Consent of Ernst & Young LLP, Independent Auditors for Martin Marietta Materials, Inc. and consolidated subsidiaries.
     
23.2   Consent of Robinson Bradshaw & Hinson, P.A. (included in Exhibit 5)
     
24.   Powers of Attorney (included on signature page)