ArcelorMittal — Registration Form 2007

Nov 14, 2007

S-8 1 arcelormittal-s8_1114.htm

As filed with the Securities and Exchange Commission on November 14, 2007

Registration No. 333-

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM S-8

REGISTRATION STATEMENT

Under

The Securities Act of 1933

ArcelorMittal

(Exact Name of Registrant as Specified in its Charter)

Luxembourg (State or Other Jurisdiction of Incorporation or Organization) Not Applicable (I.R.S. Employer Identification No.)

ArcelorMittal

19, Avenue de la Liberté

L-2930 Luxembourg

Grand Duchy of Luxembourg

+352 4792-2414

(Address of Principal Executive Offices) (Zip Code)

ArcelorMittal Global Stock Option Plan

(Full Title of the Plan(s))

Marc Jeske, Esq.

Mittal Steel USA Inc.

1 S. Dearborn, 19th floor

Chicago, Illinois 60603

(312) 899-3400

(Name, Address and Telephone Number, Including Area Code, of Agent For Service)

Copies to

Henk Scheffer, Esq.

ArcelorMittal

19, Avenue de la Liberté

L-2930 Luxembourg

Grand Duchy of Luxembourg

+352 4792-2414

CALCULATION OF REGISTRATION FEE — Title of Securities to be Registered	Amount to be Registered (1)	Proposed Maximum Offering Price per Share (2)(3)	Proposed Maximum Aggregate Offering Price (2)(3)	Amount of Registration Fee
Ordinary Shares	214,499 shares	$11.9375	$2,560,581.80	$78.60
Ordinary Shares	201,115 shares	$8.57	$1,723,555.60	$52.91
Ordinary Shares	269,320 shares	$2.26	$608,663.20	$18.69
Ordinary Shares	2,259,479 shares	$28.75	$64,960,021.00	$1994.27
Ordinary Shares	3,254,508 shares	$33.755	$109,855,917.54	$3,372.58
Ordinary Shares	5,965,200 shares	$64.30	$383,562,360.00	$11,775.36
Ordinary Shares	2,244,444 shares	$74.375	$166,930,522.50	$5,124.77
Total	14,408,565 shares	N/A	$730,201,631.64	$22,418

(1) This Registration Statement covers shares (“Shares”) of ArcelorMittal (the “Registrant”): (i) issuable pursuant to the exercise of options granted prior to the date hereof under the ArcelorMittal Global Stock Option Plan (the “Plan”), (ii) to be issued in the future under the Plan and (iii) pursuant to Rule 416 of the U.S. Securities Act of 1933, as amended (the “Securities Act”), any additional Shares, which become issuable under the Plan by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the Registrant’s receipt of consideration which results in an increase in the number of the outstanding Shares of the Registrant.

(2) With respect to the 12,164,121 Shares subject to issuance upon the exercise of options issued prior to the date hereof, calculated pursuant to Rule 457(h) under the Securities Act based on the respective prices at which such options may be exercised as set forth in the table.

(3) With respect to 2,244,444 Shares to be issued in the future under the Plan, calculated pursuant to Rule 457(c) and 457(h) based on a price of $74.375 per share, which is the average of the high and low prices reported on the New York Stock Exchange as of November 9th, 2007 solely for the purpose of calculating the registration fee.

PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents By Reference.

Pursuant to General Instruction E to Form S-8, the Registrant hereby incorporates by reference herein the following documents:

(a) The Annual Report on Form 20-F of Mittal Steel Company N.V., the predecessor of the Registrant, filed with the SEC on April 17, 2007, as amended on June 29, 2007 and July 3, 2007;

(b) ArcelorMittal's current reports on Form 6-K, dated November 7, 2007, November 5, 2007, October 22, 2007, October 19, 2007, October 2, 2007, October 1, 2007, September 13, 2007, September 10, 2007 and September 6, 2007, and Mittal Steel’s current reports on Form 6-K, dated August 10, 2007, August 2, 2007, August 1, 2007 (containing a press release announcing an agreement to purchase shares in Arcelor Mittal Poland and an extract of Mittal Steel’s press release announcing results for the second quarter and first half of 2007), June 5, 2007, May 25, 2007, May 17, 2007, May 16, 2007 (containing an extract of Mittal Steel’s press release announcing first quarter 2007 earnings), April 23, 2007, April 20, 2007, April 10, 2007, March 16, 2007, February 23, 2007, February 22, 2007 (containing the audited consolidated financial statements of Arcelor and its consolidated subsidiaries), February 16, 2007, February 14, 2007, January 23, 2007, January 19, 2007 and January 10, 2007.

(c) The description of the Registrant’s shares contained in ArcelorMittal’s Registration Statement on Form F-4 filed with the SEC on June 29, 2007 pursuant to the Securities Act.

All documents filed by ArcelorMittal pursuant to Section 13(a) or 15(d) of the Exchange Act subsequent to the date of this Registration Statement and prior to the filing of a post-effective amendment to this which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be part hereof from the date of filing such documents.

For purposes of this Registration Statement, any statement contained herein or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4. Description Of Securities.

Not applicable.

Item 5. Interests Of Named Experts And Counsel.

Not applicable.

Item 6. Indemnification Of Directors And Officers.

The articles of association of ArcelorMittal provide that ArcelorMittal will, to the extent permitted by law, indemnify every director or member of the Group Management Board, as well as every former director or member of the Group Management Board, the fees, costs and expenses reasonably incurred by him or her in the defense or resolution (including a settlement) of all legal actions or proceedings, whether civil, criminal or administrative, he or she has been involved in his or her role as former or current director or member of the Group Management Board of ArcelorMittal.

The right to indemnification does not exist in the case of gross negligence, fraud, fraudulent inducement, dishonesty or for a criminal offense or if it is ultimately determined that the director or

member of the Group Management Board has not acted honestly, in good faith and with the reasonable belief that he or she was acting in the best interests of ArcelorMittal.

Item 7. Exemption From Registration Claimed.

Not applicable.

Item 8. Exhibits

The following exhibits are filed herewith or are incorporated by reference to other filings:

4.1	Articles of Association of ArcelorMittal
4.2	ArcelorMittal Global Stock Option Plan
23.1	Consent of KPMG Inc.
23.2	Consent of KPMG Audit S. à. r. l.
23.3	Consent of KPMG Audit S. à. r. l.
23.4	Consent of Deloitte Accountants, B.V.
23.5	Consent of Ernst & Young
24.1	Power of Attorney (included on signature page(s))

Item 9. Undertakings

(a) The undersigned Registrant hereby undertakes:

(i) to file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

A. To include any prospectus required by Section 10(a) (3) of the Securities Act;

B. To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the

C. To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (A) and (B) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.

(ii) that, for the purpose of determining any liability under the Securities Act, each post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(iii) to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13 (a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURE

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Luxembourg, Grand Duchy of Luxembourg, on November 13, 2007.

ArcelorMittal

By: /s/ Henk Scheffer

Henk Scheffer

Company Secretary

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints, jointly and severally, Henk Scheffer, his or her true and lawful attorney-in-fact and agent, with power of substitution and resubstitution for his or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) and supplements to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission and hereby grants to such attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Joseph J. Kinsch Joseph J. Kinsch	Director and Chairman of the Board of Directors	November 13, 2007
/s/ Lakshmi N. Mittal Lakshmi N. Mittal	Chief Executive Officer, Director and President of the Board of Directors	November 13, 2007
/s/ Aditya Mittal Aditya Mittal	Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	November 13, 2007
/s/ Marc Jeske Marc Jeske	Authorized Representative in the United States	November 13, 2007
Vanisha Mittal Bhatia	Director
/s/ Narayanan Vaghul Narayanan Vaghul	Director	November 13, 2007
Wilbur L. Ross	Director
Lewis B. Kaden	Director

François H. Pinault	Director
/s/ José Rámon Álvarez Rendueles José Rámon Álvarez Rendueles	Director	November 13, 2007
/s/ Sergio Silva de Freitas Sergio Silva de Freitas	Director	November 13, 2007
/s/ Georges Schmit Georges Schmit	Director	November 13, 2007
/s/ Edmond Pachura Edmond Pachura	Director	November 13, 2007
Manuel Fernández López	Director
/s/ Jean-Pierre Hansen Jean-Pierre Hansen	Director	November 13, 2007
/s/ John Castegnaro John Castegnaro	Director	November 13, 2007
/s/ Antoine Spillmann Antoine Spillmann	Director	November 13, 2007
/s/ HRH Prince Guillaume de Luxembourg HRH Prince Guillaume de Luxembourg	Director	November 13, 2007
/s/ Romain Zaleski Romain Zaleski	Director	November 13, 2007
/s/ Michel Marti Michel Marti	Director	November 13, 2007

AUTHORIZED U.S. REPRESENTATIVE

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below on November 13, 2007, by the undersigned as the duly authorized representative of ArcelorMittal in the United States.

/s/ Marc Jeske
Marc Jeske

Index of Exhibits

Exhibits (including those incorporated by reference):

Exhibit Number	Description	Method of Filing
4.1	Articles of Association of ArcelorMittal	Filed as Exhibit 3.1 to the Registrant’s Form F-4 filed by the Registrant with the Commission on September 28, 2007 (File No. 333-146371) and incorporated herein by reference
4.2	ArcelorMittal Global Stock Option Plan	Filed herewith
23.1	Consent of KPMG Inc.	Filed herewith
23.2	Consent of KPMG Audit S. à. r. l.	Filed herewith
23.3	Consent of KPMG Audit S. à. r. l.	Filed herewith
23.4	Consent of Deloitte Accountants, B.V.	Filed herewith
23.5	Consent of Ernst & Young	Filed herewith
24.1	Powers of Attorney (included on signature page)	Filed herewith