<PAGE> 1
As filed with the Securities and Exchange Commission on March 12, 1999
Registration No. 333-_____
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------
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
- ------------------------ ------------------------------------
(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)
1998 STOCK INCENTIVE 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 value 500,000 $33.8125 $16,906,400 $4,700
$.01 shares
===============================================================================================================================
</TABLE>
(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 456(h) under the Securities Act of 1933, as amended, on
the average of the high and low prices of the Common Stock on March 8,
1999, 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, 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
- ----------------------------------
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.
II-1
<PAGE> 3
Item 7. Exemption from Registration Claimed
- --------------------------------------------
Not applicable.
Item 8. Exhibits
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5 Opinion of Counsel
23.1 Consent of Arthur Andersen LLP (in respect of historical and
supplemental financial statements of The Kroll-O'Gara Company
incorporated by reference)
23.2 Consent of Deloitte & Touche LLP (in respect of financial statements of
The Kroll-O'Gara Company incorporated by reference)
23.3 Consent of KPMG LLP (in respect of financial statements of The
Kroll-O'Gara Company incorporated by reference)
23.4 Consent of Arthur Andersen LLP (in respect of financial statements of
Securify 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 Deloitte & Touche LLP (in respect of financial statements of
Background America, Inc. incorporated by reference)
23.7 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.
II-2
<PAGE> 4
*(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.
*(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.
- ----------------------------
*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 New York, State of New York as of the 12th day
of March, 1999.
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 12th day of March, 1999.
<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
- --------------------------------- Director
Marshall S. Cogan
</TABLE>
II-4
<PAGE> 6
/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-5
<PAGE> 1
Exhibit 5
Taft, Stettinius & Hollister LLP
1800 Firstar Tower
425 Walnut Street
Cincinnati, Ohio 45202-3957
March 10, 1999
Securities & Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: The Kroll-O'Gara Company
1998 Stock Incentive 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 shares
issuable pursuant to its 1998 Stock Incentive 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
and sold pursuant to the Plan 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 500,000 shares to be issued and sold pursuant to the Plan.
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.
We also consent to the incorporation by reference in this registration statement
of our report dated February 25, 1999 included in The Kroll-O'Gara Company's
Form 8-K filed on March 11, 1999, covering the supplemental financial
statements of The Kroll-O'Gara Company as of December 31, 1996 and 1997 and for
each of the three years in the period ended December 31, 1997.
ARTHUR ANDERSEN LLP
Cincinnati, Ohio
March 11, 1999
<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 11, 1999
<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 LLP
New York, New York
March 12, 1999
<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 on the financial
statements of Securify Inc., dated February 2, 1999, and to all references to
our Firm included in this registration statement.
ARTHUR ANDERSEN LLP
San Jose, California
March 11, 1999
<PAGE> 1
Exhibit 23.5
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
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 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
March 10, 1999
<PAGE> 1
Exhibit 23.6
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of The Kroll-O'Gara Co. on Form S-8 of our report dated December
18, 1998 (January 21, 1999 as to the second paragraph on Note 15) on the
consolidated financial statements of Background America, Inc. and subsidiaries
for the years ended December 31, 1996 and 1997, appearing in the Current Report
on Form 8-K of The Kroll-O'Gara Co. dated March 9, 1999.
DELOITTE & TOUCHE LLP
Nashville, Tennessee
March 11, 1999
<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 the Company's 1998 Stock
Incentive 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 December, 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
- ------------------------------
Marshall S. Cogan Director
/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
