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As filed with the Securities and Exchange Commission on April 1, 1998
Registration No. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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THE KROLL-O'GARA COMPANY
(Exact name of registrant 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)
KROLL OPTION PLANS
(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
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CALCULATION OF REGISTRATION FEE
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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 price fee
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Common Stock, par 551,439 (2) (2) (2)
value $.01 shares
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(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
plans.
(2) In accordance with Rule 429(b), no fee is payable. All shares were
registered previously on the registrant's Form S-4 Registration Statement
No. 333-35845 for issuance in the event of the exercise of outstanding
options prior to the merger which was the subject of that Form S-4
Registration Statement. The options were not exercised at that time;
therefore, the previously registered shares are being transferred to this
Registration Statement on Form S-8.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
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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 4. Description of Securities
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Not applicable.
Item 5. Interests of Named Experts and Counsel
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Not applicable.
Item 6. Indemnification of Directors and Officers
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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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Item 7. Exemption from Registration Claimed
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Not applicable.
Item 8. Exhibits
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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
Item 9. Undertakings
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*(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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*(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.
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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
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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
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Jules B. Kroll Executive Officer (principal
executive officer)
/s/ Thomas M. O'Gara* Vice Chairman of the Board
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Thomas M. O'Gara
/s/ Wilfred T. O'Gara* President, Chief Operating Officer
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Wilfred T. O'Gara and Director
/s/ Nazzareno E. Paciotti Chief Financial Officer
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Nazzareno E. Paciotti (principal financial officer)
/s/ Nicholas P. Carpinello Controller and Treasurer
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Nicholas P. Carpinello (principal accounting officer)
/s/ Michael G. Cherkasky* Director
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Michael G. Cherkasky
/s/ Marshall S. Cogan* Director
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Marshall S. Cogan
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/s/ Michael J. Lennon* Director
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Michael J. Lennon
/s/ Raymond E. Mabus* Director
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Raymond E. Mabus
/s/ Hugh E. Price* 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
/s/ Howard I. Smith* Director
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Howard I. Smith
*Pursuant to Power of Attorney
By:/s/ Abram S. Gordon
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Abram S. Gordon, Attorney-in-Fact
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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
Kroll Option Plans
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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 shares
issuable pursuant to its Kroll Option Plans (the "Plans"). 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 and sold
pursuant to the Plans will be, when issued in accordance with the terms of the
Plans, 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 551,439 shares to be issued and sold pursuant to the Plans.
TAFT, STETTINIUS & HOLLISTER LLP
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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
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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
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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
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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 the Company's Kroll Option Plans,
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
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/s/ Jules B. Kroll Director
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Jules B. Kroll
/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/ Michael G. Cherkasky Director
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Michael G. Cherkasky
/s/ Marshall S. Cogan Director
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Marshall S. Cogan
/s/ Michael J. Lennon Director
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Michael J. Lennon
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/s/ Raymond E. Mabus Director
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Raymond E. Mabus
/s/ Hugh E. Price 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
/s/ Howard I. Smith Director
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Howard I. Smith
