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As filed with the Securities and Exchange Commission on May 21, 1997
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
THE O'GARA COMPANY
(Exact name of issuer as specified in its charter)
Ohio 31-1470817
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(State of Incorporation) (I.R.S. Employer Identification No.)
9113 LeSaint Drive, Fairfield, Ohio 45014
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Address of Principal Executive Offices) (Zip Code)
1996 STOCK OPTION PLAN
(Full Title of the Plan)
Abram S. Gordon, Esq.
Vice President and General Counsel
The O'Gara Company
9113 LeSaint Drive
Fairfield, Ohio 45014
(Name and address of agent for service)
Telephone number, including area code,
of agent for service: (513) 874-2112
------------------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Proposed Proposed
Title of Amount maximum maximum
securities to be offering aggregate Amount of
to be registered price offering registration
registered (1) per share (2) price (2) fee
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<S> <C> <C> <C> <C>
Common Stock, par 400,000 $10.50 $4,200,000 $1,273
value $.01 shares
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</TABLE>
(1) This registration statement also covers such indeterminable number of
additional shares of Common Stock of The O'Gara Company as may become
issuable with respect to all or any of such shares pursuant to
antidilution provisions in the plan.
(2) Inserted solely for purposes of computing the registration fee and based,
pursuant to Rule 457(h) under the Securities Act of 1933, as amended, on
the average of the high and low prices of the Common Stock on May 16,
1997, on the Nasdaq National Market.
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The documents listed below are incorporated by reference into and
made a part of this registration statement. In addition, all documents
subsequently filed by the registrant pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"), prior to the
filing of a post-effective amendment 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 in the registration
statement and to be part thereof from the date of filing of such documents.
(a) The registrant's annual report on Form 10-K for the fiscal
year ended December 31, 1996;
(b) All other reports filed by the registrant pursuant to
Section 13(a) or 15(d) of the Exchange Act since December
31, 1996; and
(c) The description of the registrant's Common Stock contained
in its registration statement on Form 8-A (File No.
000-21629) filed on October 28, 1996 under Section 12 of
the Exchange Act, including any amendment or report filed
for the purpose of updating such description.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
Section 1701.13(E) of the Ohio General Corporation Law allows
indemnification by the registrant to any person made or threatened to be made a
party to any proceedings, other than a proceeding by or in the right of the
registrant, by reason of the fact that he is or was a director, officer,
employee or agent of the registrant, against expenses, including judgments and
fines, if he acted in good faith and in a manner reasonably believed to be in
or not opposed to the best interests of the registrant and, with respect to
criminal actions, in which he had no reasonable cause to believe that his
conduct was unlawful. Similar provisions apply to actions brought by or in the
right of the registrant, except that no indemnification shall be made in such
cases when the person shall have been adjudged to be liable for negligence or
misconduct to the registrant unless determined by the court. The right to
indemnification is mandatory in the case of a director or officer who is
successful on the merits or otherwise in defense of any action, suit or
proceeding or any claim, issue or matter therein. Permissive indemnification is
to be made by a court of competent jurisdiction, the majority vote of a quorum
of disinterested directors, the written opinion of independent counsel or by
the shareholders.
The registrant's Code of Regulations provides that the registrant
shall indemnify such persons to the fullest extent permitted by law.
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<PAGE> 3
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
5 Opinion of Counsel
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Counsel (included in Exhibit 5)
24 Power of Attorney
Item 9. Undertakings
*(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) 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 information set forth
in the registration statement;
(iii) 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)(1)(i) and (a)(1)(ii) of this
section do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such 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.
(3) 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 of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Securities Exchange Act of 1934 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.
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<PAGE> 4
*(h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 Securities and
Exchange Commission such indemnification is against public policy as expressed
in the 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 Act and
will be governed by the final adjudication of such issue.
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*Paragraph references correspond to those of Regulation S-K, Item 512.
II-3
<PAGE> 5
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, 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 Fairfield, State of Ohio as of the
20th day of May, 1997.
THE O'GARA COMPANY
By: /s/ WILFRED T. O'GARA
---------------------------
Wilfred T. O'Gara
President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated as of the 20th day of May, 1997.
Signature Title
/s/ THOMAS M. O'GARA* Chairman of the Board
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Thomas M. O'Gara
/s/ WILFRED T. O'GARA President, Chief Executive Officer and Director
- -------------------------- (principal executive officer)
Wilfred T. O'Gara
/s/ NICHOLAS P. CARPINELLO Executive Vice President, Secretary and Treasurer
- -------------------------- (principal financial and accounting officer)
Nicholas P. Carpinello
/s/ RAYMOND E. MABUS* Director
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Raymond E. Mabus
/s/ HUGH E. PRICE* President, O'Gara Security Associates and Director
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Hugh E. Price
/s/ JERRY E. RITTER* Director
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Jerry E. Ritter
/s/ WILLIAM S. SESSIONS* Director
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William S. Sessions
*Pursuant to Power of Attorney
By: /s/ NICHOLAS P. CARPINELLO
--------------------------
Nicholas P. Carpinello, Attorney-in-Fact
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<PAGE> 1
Exhibit 5
Taft, Stettinius & Hollister
1800 Star Bank Center
425 Walnut Street
Cincinnati, Ohio 45202-3957
May 20, 1997
Securities & Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: The O'Gara Company
1996 Stock Option Plan
----------------------
Dear Sir or Madam:
We have acted as counsel for The O'Gara Company, an Ohio corporation
(the "Company"), in connection with its 1996 Stock Option Plan (the "Plan"). We
have examined such documents, records and matters of law as we have deemed
necessary for purposes of this opinion and, based thereupon, we are of the
opinion that the shares of common stock, $.01 par value, of the Company which
may be issued or transferred and sold pursuant to the Plan will be, when issued
or transferred in accordance with the terms of the Plan, duly authorized,
validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement on Form S-8 to be filed by the Company with the
Securities and Exchange Commission to effect registration under the Securities
Act of 1933 of 400,000 shares to be issued or transferred and sold pursuant to
the Plan.
TAFT, STETTINIUS & HOLLISTER
<PAGE> 1
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our reports dated
March 19, 1997 included in The O'Gara Company's Form 10-K for the fiscal year
ended December 31, 1996 and to all references to our Firm included in this
registration statement.
/s/ Arthur Andersen LLP
Cincinnati, Ohio
May 21, 1997
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Exhibit 24
POWER OF ATTORNEY
We, the undersigned directors of The O'Gara Company (the "Company")
hereby appoint Wilfred T. O'Gara and Nicholas P. Carpinello or either of them,
with full power of substitution, our true and lawful attorneys and agents, to
do any and all acts and things in our names and on our behalf as directors of
the Company which said attorneys and agents, or either of them, may deem
necessary or advisable to enable the Company to comply with the Securities Act
of 1933, as amended, and the rules, regulations and requirements of the
Securities and Exchange Commission, in connection with the filing of a
Registration Statement on Form S-8 relating to the Company's 1996 Stock Option
Plan, including, without limitation, signing for us, or any of us, in our names
as directors of the Company, such Registration Statement and any and all
amendments thereto, and we hereby ratify and confirm all that said attorneys
and agents, or either of them, shall do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, and the rules and regulations thereunder, this Power of Attorney has
been signed below by the following persons in the capacities indicated as of
the 8th day of May, 1997.
Signature Title
/s/ THOMAS M. O'GARA Director
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Thomas M. O'Gara
/s/ WILFRED T. O'GARA Director
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Wilfred T. O'Gara
/s/ RAYMOND E. MABUS Director
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Raymond E. Mabus
/s/ HUGH E. PRICE Director
- --------------------------
Hugh E. Price
/s/ JERRY E. RITTER Director
- --------------------------
Jerry E. Ritter
/s/ WILLIAM S. SESSIONS Director
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William S. Sessions
