<PAGE> 1
As filed with the Securities and Exchange Commission on April 1, 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
-----------------------------------------------------------
(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
- --------------------------------------------------------------------------------
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
- --------------------------------------------------------------------------------
Common Stock, par 436,000 $17.375 $7,575,500 $2,235
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 March 30,
1998, on the Nasdaq National Market.
This Registration Statement also relates to Form S-8 Registration Statement No.
333-27553.
<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 on
Form S-8 Registration Statement No. 333-27553.
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 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 Fairfield, State of Ohio as of the 31st day of March,
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 31st day of March, 1998.
Signature Title
--------- -----
/s/ Jules B. Kroll Chairman of the Board and Chief
-------------------------
Jules B. Kroll Executive Officer (principal
executive officer)
/s/ Thomas M. O'Gara* Vice Chairman of the Board
-------------------------
Thomas M. O'Gara
/s/ Wilfred T. O'Gara* President, Chief Operating Officer
-------------------------
Wilfred T. O'Gara and Director
/s/ Nazzareno E. Paciotti Chief Financial Officer
-------------------------
Nazzareno E. Paciotti (principal financial officer)
/s/ Nicholas P. Carpinello Controller and Treasurer
-------------------------
Nicholas P. Carpinello (principal accounting officer)
/s/ Michael G. Cherkasky* Director
-------------------------
Michael G. Cherkasky
/s/ Marshall S. Cogan* Director
-------------------------
Marshall S. Cogan
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
Exhibit 5
Taft, Stettinius & Hollister LLP
1800 Star Bank Center
425 Walnut Street
Cincinnati, Ohio 45202-3957
March 31, 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 436,000
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.
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 fiscal
year ended December 31, 1997 and to all references to our Firm included in this
registration statement.
/s/ Arthur Andersen LLP
Cincinnati, Ohio
March 31, 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
March 30, 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.
KPMG Peat Marwick LLP
New York, New York
March 31, 1998
<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 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 March, 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
