<PAGE> 1
As filed with the Securities and Exchange Commission on November 23, 1998
Registration No. 333-_____
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
THE KROLL-O'GARA COMPANY
(Exact name of registrant as specified in its charter)
Ohio 31-1470817
------------------------ ------------------------------------
(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, General Counsel and Secretary
The Kroll-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>
- ----------------------------------------------------------------------------------------------------------------------------------
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
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par 921,000 $29.00 $26,709,000.00 $7,879.16
value $.01 shares
==================================================================================================================================
(1) This Registration Statement also covers such indeterminable number of additional shares of Common Stock 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 November 16, 1998, on the Nasdaq National
Market.
</TABLE>
This Registration Statement also relates to Form S-8 Registration Statements No.
333-27553 and 333-49145.
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This Registration Statement, being filed in accordance with
General Instruction E to Form S-8, incorporates by reference the contents of
Form S-8 Registration Statements No. 333- 27553 and 333-49145.
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, 1997;
(b) All other reports filed by the registrant pursuant to
Section 13(a) or 15(d) of the Exchange Act since December
31, 1997; 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 8. Exhibits
- -----------------
5 Opinion of Counsel
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Deloitte & Touche LLP
23.3 Consent of KPMG Peat Marwick LLP
23.4 Consent of Arthur Andersen LLP (in respect of financial statements of
Laboratory Specialists of America, Inc. incorporated by reference)
23.5 Consent of Crowe, Chizek and Company LLP (in respect of financial
statements of Kizorek, Inc. incorporated by reference)
23.6 Consent of Counsel (included in Exhibit 5)
24 Power of Attorney
II-1
<PAGE> 3
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 New York, State of New York as of the 20th day
of November, 1998.
THE KROLL-O'GARA COMPANY
By: /s/ Jules B. Kroll
---------------------------
Jules B. Kroll
Chairman of the Board 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 November, 1998.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
/s/ Jules B. Kroll Chairman of the Board and Chief Executive Officer
- --------------------------- (principal executive officer)
Jules B. Kroll
/s/ Thomas M. O'Gara* Vice Chairman of the Board
- ---------------------------
Thomas M. O'Gara
/s/ Wilfred T. O'Gara* President, Chief Operating Officer and Director
- ---------------------------
Wilfred T. O'Gara
/s/ Nazzareno E. Paciotti Chief Financial Officer
- --------------------------- (principal financial officer)
Nazzareno E. Paciotti
/s/ Nicholas P. Carpinello Controller and Treasurer
- --------------------------- (principal accounting officer)
Nicholas P. Carpinello
/s/ Michael G. Cherkasky* Director
- ---------------------------
Michael G. Cherkasky
/s/ Marshall S. Cogan* Director
- ---------------------------
Marshall S. Cogan
</TABLE>
II-2
<PAGE> 4
/s/ Michael J. Lennon* Director
- ---------------------------
Michael J. Lennon
/s/ Raymond E. Mabus* Director
- ---------------------------
Raymond E. Mabus
/s/ Hugh E. Price* Director
- ---------------------------
Hugh E. Price
/s/ Jerry E. Ritter* Director
- ---------------------------
Jerry E. Ritter
/s/ William S. Sessions* Director
- ---------------------------
William S. Sessions
/s/ Howard I. Smith* Director
- ---------------------------
Howard I. Smith
*Pursuant to Power of Attorney
By: /s/ Abram S. Gordon
----------------------------------------
Abram S. Gordon, Attorney-in-Fact
II-3
<PAGE> 1
Exhibits 5 and 23.6
Taft, Stettinius & Hollister LLP
1800 Star Bank Center
425 Walnut Street
Cincinnati, Ohio 45202-3957
November 20, 1998
Securities & Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: The Kroll-O'Gara Company
1996 Stock Option Plan
----------------------------
Dear Sir or Madam:
We have acted as counsel for The Kroll-O'Gara Company, an Ohio
corporation (the "Company"), in connection with the registration of 921,000
additional shares of the Company's common stock, $.01 par value (the "Additional
Shares"), which may be issued under 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 Additional Shares will be, when issued and sold 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 the Additional Shares.
/s/ TAFT, STETTINIUS & HOLLISTER LLP
<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 report dated
March 13, 1998 included in The Kroll-O'Gara Company's Form 10-K for the year
ended December 31, 1997 and to all references to our Firm included in this
registration statement.
ARTHUR ANDERSEN LLP
Cincinnati, Ohio
November 20, 1998
<PAGE> 1
Exhibit 23.2
INDEPENDENT AUDITORS' CONSENT
To the Board of Directors and Stockholders of
The Kroll-O'Gara Company
Cincinnati, Ohio
We consent to the incorporation by reference in this Registration Statement of
The Kroll-O'Gara Company on Form S-8 of our report dated March 13, 1997 (August
8, 1997 as to Notes 7 and 17 to the financial statements) appearing in the
Annual Report on Form 10-K of The Kroll-O'Gara Company for the year ended
December 31, 1997.
/s/ Deloitte & Touche LLP
New York, New York
November 20, 1998
<PAGE> 1
Exhibit 23.3
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Kroll Holdings, Inc.
We consent to the incorporation by reference in this Registration
Statement on Form S-8 of The Kroll-O'Gara Company and subsidiaries of our report
dated March 28, 1996 relating to the consolidated statements of operations,
changes in stockholders' equity, and cash flows for Kroll Holdings, Inc. for the
year ended December 31, 1995 which report appears in Form 10-K for the year
ended December 31, 1997 of The Kroll-O'Gara Company.
/s/ KPMG Peat Marwick LLP
New York, New York
November 20, 1998
<PAGE> 1
Exhibit 23.4
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated March 6, 1998
included in the Form 10-KSB of Laboratory Specialists of America, Inc. for the
year ended December 31, 1997, and to all references to our Firm included in this
registration statement.
ARTHUR ANDERSEN LLP
Oklahoma City, Oklahoma
November 20, 1998
<PAGE> 1
Exhibit 23.5
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement of
Kroll-O'Gara Company on Form S-8 of our report dated December 10, 1997 except
for Note 8, as to which the date is August 31, 1998 on the October 31, 1997
financial statements of Kizorek, Inc.
Crowe, Chizek and Company LLP
Oak Brook, Illinois
November 20, 1998
<PAGE> 1
Exhibits 5 and 23.6
Taft, Stettinius & Hollister LLP
1800 Star Bank Center
425 Walnut Street
Cincinnati, Ohio 45202-3957
November 20, 1998
Securities & Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: The Kroll-O'Gara Company
1996 Stock Option Plan
----------------------------
Dear Sir or Madam:
We have acted as counsel for The Kroll-O'Gara Company, an Ohio
corporation (the "Company"), in connection with the registration of 921,000
additional shares of the Company's common stock, $.01 par value (the "Additional
Shares"), which may be issued under 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 Additional Shares will be, when issued and sold 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 the Additional Shares.
/s/ TAFT, STETTINIUS & HOLLISTER LLP
<PAGE> 1
Exhibit 24
POWER OF ATTORNEY
We, the undersigned directors of The Kroll-O'Gara Company (the "Company")
hereby appoint Wilfred T. O'Gara and Abram S. Gordon 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 921,000 additional shares issuable under 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 30th day of
October, 1998.
Signature Title
- --------- -----
/s/ Jules B. Kroll Director
- ------------------------------------------
Jules B. Kroll
/s/ Thomas M. O'Gara Director
- ------------------------------------------
Thomas M. O'Gara
/s/ Wilfred T. O'Gara Director
- ------------------------------------------
Wilfred T. O'Gara
/s/ Michael G. Cherkasky Director
- ------------------------------------------
Michael G. Cherkasky
/s/ Marshall S. Cogan Director
- ------------------------------------------
Marshall S. Cogan
/s/ Michael J. Lennon Director
- ------------------------------------------
Michael J. Lennon
<PAGE> 2
/s/ Raymond E. Mabus Director
- ------------------------------------------
Raymond E. Mabus
/s/ Hugh E. Price Director
- ------------------------------------------
Hugh E. Price
/s/ Jerry E. Ritter Director
- ------------------------------------------
Jerry E. Ritter
/s/ William S. Sessions Director
- ------------------------------------------
William S. Sessions
/s/ Howard I. Smith Director
- ------------------------------------------
Howard I. Smith
