<PAGE> 1
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
----------------------------------
Core Materials Corporation
--------------------------
(Exact name of registrant as specified in its charter)
Delaware 31-1481870
-------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
800 Manor Park Drive, P.O. Box 28183,
Columbus, Ohio 43228-0183
-------------- ----------
(Address of Principal (Zip Code)
Executive Offices)
Core Materials Corporation Employee Stock Purchase Plan
-------------------------------------------------------
(Full title of the plan)
Kevin L. Barnett Copy to:
c/o Core Materials Corporation Philip C. Johnston, Esq.
800 Manor Park Drive Vorys, Sater, Seymour and Pease LLP
P.O. Box 28183 52 East Gay Street, P.O. Box 1008
Columbus, Ohio 43228-0183 Columbus, Ohio 43216-1008
- -----------------------------
(Name and address of agent
for service)
(614) 870-5603
--------------
(Telephone number, including area code, of agent for service)
---------------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Amount Proposed maximum Proposed maximum Amount of
securities to to be offering price aggregate offering registration
be registered registered per unit(1) price(1) fee
- ---------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Shares of 100,000 $4.5625 $456,250 $135.00
Common Stock,
par value
$.01 per share
("Common Stock")
</TABLE>
- -----------------------
(1) Estimated solely for the purpose of calculating the aggregate offering
price and the registration fee pursuant to Rules 457(c) and 457(h)
promulgated under the Securities Act of 1933, as amended, and computed
on the basis of $4.5625 per share of Common Stock which is the average
of the high and low sales prices of the Common Stock on August 4, 1998.
Index to Exhibits at Page 16
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
- ------- ----------------------------------------
The Annual Report on Form 10-K for the fiscal year ended December 31,
1997 of Core Materials Corporation (the "Registrant"), and all other reports
filed with the Securities and Exchange Commission (the "Commission") pursuant to
the requirements of Section 13(a) or Section 15(d) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), since that date are hereby
incorporated by reference.
The description of the Registrant's shares of Common Stock contained in
the Registrant's Registration Statement No. 333-15809 on Form S-4, as filed with
the Commission on November 8, 1996, and all amendments thereto or reports filed
for the purpose of updating such description heretofore filed by the Registrant
with the Commission, are hereby incorporated by reference.
Any definitive Proxy Statement or Information Statement filed pursuant
to Section 14 of the Exchange Act and all documents which may be filed with the
Commission pursuant to Sections 13, 14 or 15(d) of the Exchange Act subsequent
to the date hereof and prior to the completion of the offering contemplated
hereby, shall also be deemed to be incorporated herein by reference and to be
made a part hereof from the date of filing of such documents; provided, however,
that no report of the Compensation Committee of the Board of Directors of the
Registrant on executive compensation and no performance graph included in any
Proxy Statement or Information Statement filed pursuant to Section 14 of the
Exchange Act shall be deemed to be incorporated herein by reference.
Item 4. Description of Securities.
- ------- --------------------------
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
- ------- ---------------------------------------
The validity of the issuance of the Common Stock of the Registrant
being registered on this Registration Statement on Form S-8 will be passed upon
for the Registrant by Vorys, Sater, Seymour and Pease LLP, 52 East Gay Street,
Columbus, Ohio 43215. As of August 4, 1998, members of Vorys, Sater, Seymour and
Pease LLP and attorneys employed thereby, together with members of their
immediate families, beneficially owned 11,700 shares of Common Stock of the
Registrant.
2
<PAGE> 3
Item 6. Indemnification of Directors and Officers.
- ------- ------------------------------------------
Section 102(b)(7) of the Delaware General Corporation Law permits a
Delaware corporation to limit the liability of its directors through a provision
in its certificate of incorporation, and provides, in pertinent part, as
follows:
(b) In addition to the matters required to be set forth in the
certificate of incorporation by subsection (a) of this section, the
certificate of incorporation may also contain any or all of the
following matters:
* * *
(7) A provision eliminating or limiting the personal liability of a
director to the corporation or its stockholders for monetary damages
for breach of fiduciary duty as a director, provided that such
provision shall not eliminate or limit the liability of a director: (i)
for any breach of the director's duty of loyalty to the corporation or
its stockholders; (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law; (iii)
under section 174 of this title; or (iv) for any transaction from which
the director derived an improper personal benefit. No such provision
shall eliminate or limit the liability of a director for any act or
omission occurring prior to the date when such provision becomes
effective. . . .
Article XI of the Certificate of Incorporation of the Company, as
amended, limits the personal liability of the directors of the Company and
provides as follows:
SECTION 1. Limitation of Directors' Liability.
-----------------------------------
A. No director of the corporation shall be personally liable
to the Corporation or its stockholders for monetary damages for breach
of fiduciary duty as a director, except, to the extent provided by
applicable law, for liability (i) for breach of the director's duty of
loyalty to the Corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or
a knowing violation of law, (iii) pursuant to Section 174 of the
Delaware General Corporation Law or (iv) for any transaction from which
the director derived an improper personal benefit. If the Delaware
General Corporation Law is hereafter amended to authorize corporate
action further limiting or eliminating the personal liability of
directors, then the liability of each director of the Corporation shall
be limited or eliminated to the full extent permitted by the Delaware
General Corporation Law as so amended from time to time.
3
<PAGE> 4
B. Neither the amendment nor repeal of this Section 1, nor the
adoption of any provision of the Certificate of Incorporation
inconsistent with this Section 1, shall eliminate or reduce the effect
of this Section 1, in respect of any matter occurring, or any cause of
action, suit or claim that, but for this Section 1, would accrue or
arise, prior to such amendment, repeal or adoption of an inconsistent
provision.
Section 145 of the Delaware General Corporation Law governs
indemnification by a Delaware corporation and provides as follows:
(a) A corporation shall have power to indemnify any person who
was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in
the right of the corporation) by reason of the fact that the person is
or was a director, officer, employee or agent of the corporation, or is
or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably
incurred by the person in connection with such action, suit or
proceeding if the person acted in good faith and in a manner the person
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had
no reasonable cause to believe the person's conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the person
did not act in good faith and in a manner which the person reasonably
believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that the person's conduct was unlawful.
(b) A corporation shall have power to indemnify any person who was or
is a party or is threatened to be made a party to any threatened,
pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact
that the person is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against expenses
(including attorneys' fees) actually and reasonably
4
<PAGE> 5
incurred by the person in connection with the defense or settlement of
such action or suit if the person acted in good faith and in a manner
the person reasonably believed to be in or not opposed to the best
interests of the corporation and except that no indemnification shall be
made in respect of any claim, issue or matter as to which such person
shall have been adjudged to be liable to the corporation unless and only
to the extent that the Court of Chancery or the court in which such
action or suit was brought shall determine upon application that,
despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably entitled
to indemnity for such expenses which the Court of Chancery or such other
court shall deem proper.
(c) To the extent that a present or former director or officer of a
corporation has been successful on the merits or otherwise in defense of
any action, suit or proceeding referred to in subsections (a) and (b) of
this section, or in defense of any claim, issue or matter therein, such
person shall be indemnified against expenses (including attorneys' fees)
actually and reasonably incurred by such person in connection therewith.
(d) Any indemnification under subsections (a) and (b) of this section
(unless ordered by a court) shall be made by the corporation only as
authorized in the specific case upon a determination that
indemnification of the present or former director, officer, employee or
agent is proper in the circumstances because the person has met the
applicable standard of conduct set forth in subsections (a) and (b) of
this section. Such determination shall be made, with respect to a person
who is a director or officer at the time of such determination, (1) by a
majority vote of the directors who are not parties to such action, suit
or proceeding, even though less than a quorum, or (2) by a committee of
such directors designated by majority vote of such directors, even
though less than a quorum, or (3) if there are no such directors, or if
such directors so direct, by independent legal counsel in a written
opinion, or (4) by the stockholders.
(e) Expenses (including attorneys' fees) incurred by an officer or
director in defending any civil, criminal, administrative or
investigative action, suit or proceeding may be paid by the corporation
in advance of the final disposition of such action, suit or proceeding
upon receipt of an undertaking by or on behalf of such director or
officer to repay such amount if it shall ultimately be determined that
such person is not entitled to be indemnified by the corporation as
authorized in this section. Such expenses
5
<PAGE> 6
(including attorneys' fees) incurred by former directors and officers or
other employees and agents may be so paid upon such terms and
conditions, if any, as the corporation deems appropriate.
(f) The indemnification and advancement of expenses provided by,
or granted pursuant to, the other subsections of this section shall not
be deemed exclusive of any other rights to which those seeking
indemnification or advancement of expenses may be entitled under any
bylaw, agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in such person's official capacity and as
to action in another capacity while holding such office.
(g) A corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was a director, officer,
employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against such person and
incurred by such person in any such capacity, or arising out of such
person's status as such, whether or not the corporation would have the
power to indemnify such person against such liability under this
section.
(h) For purposes of this section, references to "the corporation"
shall include, in addition to the resulting corporation, any constituent
corporation (including any constituent of a constituent) absorbed in a
consolidation or merger which, if its separate existence had continued,
would have had power and authority to indemnify its directors, officers,
and employees or agents, so that any person who is or was a director,
officer, employee or agent of such constituent corporation, or is or was
serving at the request of such constituent corporation as a director,
officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, shall stand in the same position
under this section with respect to the resulting or surviving
corporation as such person would have with respect to such constituent
corporation if its separate existence had continued.
(i) For purposes of this section, references to "other
enterprises" shall include employee benefit plans; references to "fines"
shall include any excise taxes assessed on a person with respect to any
employee benefit plan; and references to "serving at the request of the
corporation" shall include any service as a director, officer, employee
or agent of the corporation which imposes duties on, or involves
services by,
6
<PAGE> 7
such director, officer, employee or agent with respect to an employee
benefit plan, its participants or beneficiaries; and a person who acted
in good faith and in a manner such person reasonably believed to be in
the interest of the participants and beneficiaries of an employee
benefit plan shall be deemed to have acted in a manner "not opposed to
the best interests of the corporation" as referred to in this section.
(j) The indemnification and advancement of expenses provided by,
or granted pursuant to, this section shall, unless otherwise provided
when authorized or ratified, continue as to a person who has ceased to
be a director, officer, employee or agent and shall inure to the benefit
of the heirs, executors and administrators of such a person.
(k) The Court of Chancery is hereby vested with exclusive
jurisdiction to hear and determine all actions for advancement of
expenses or indemnification brought under this section or under any
bylaw, agreement, vote of stockholders or disinterested directors, or
otherwise. The Court of Chancery may summarily determine a corporation's
obligation to advance expenses (including attorneys' fees).
Article VIII of the By-laws of the Company governs indemnification by
the Company and provides as follows:
ARTICLE VIII.
INDEMNIFICATION
Section 1. The Corporation shall indemnify any person who was or
is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in
the right of the Corporation) by reason of the fact that such person is
or was a director or officer of the Corporation, or is or was serving at
the request of the Corporation as a director, officer, member, employee
or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with such action, suit or
proceeding if such person acted in good faith and in a manner such
person reasonably believed to be in or not opposed to the best interests
of the Corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe such person's conduct was
unlawful. The termination of any action, suit or proceeding by judgment,
order, settlement, conviction, or upon a plea of nolo contendere or
7
<PAGE> 8
its equivalent, shall not, of itself, create a presumption that the
person did not act in good faith and in a manner which such person
reasonably believed to be in or not opposed to the best interest of the
Corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that such person's conduct was unlawful.
Section 2. The Corporation shall indemnify any person who was or
is a party or is threatened to be made a party to any threatened,
pending or completed action or suit by or in the right of the
Corporation to procure a judgment in its favor by reason of the fact
that such person is or was a director or officer of the Corporation, or
is or was serving at the request of the Corporation as a director,
officer or member of another corporation, partnership, joint venture,
trust or other enterprise, against expenses (including attorneys' fees)
actually and reasonably incurred by such person in connection with the
defense or settlement of such action or suit if such person acted in
good faith and in a manner such person reasonably believed to be in or
not opposed to the best interests of the Corporation, except that no
such indemnification shall be made in respect of any claim, issue or
matter as to which such person shall have been adjudged to be liable to
the Corporation unless and only to the extent that the Court of Chancery
of Delaware or the court in which such suit or action was brought shall
determine upon application that, despite the adjudication of liability
but in consideration of all the circumstances of the case, such person
is fairly and reasonably entitled to indemnity for such expenses which
such court shall deem proper.
Section 3. The Corporation may, to the extent deemed advisable by
the Board of Directors, indemnify any person who is or was an employee
or agent (other than a director or officer) of the Corporation if such
person would be entitled to such indemnity under the provisions of
Section 1 or 2 if such person had been a director or office of the
Corporation.
Section 4. To the extent that a person shall be successful on the
merits or otherwise in defense of any action, suit or proceeding
referred to in Sections 1, 2 or 3 or in defense of any claim, issue or
matter therein, such person shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by such
person in connection therewith.
Section 5. Any indemnification under Sections 1, 2 and 3 (unless
ordered by a court) shall be made by the Corporation only as authorized
in the specific case upon a determination that indemnification of the
director, officer, member,
8
<PAGE> 9
employee or agent is proper in the circumstances because such person has
met the applicable standard of conduct set forth in Sections 1 and 2.
Such determination shall be made (1) by a majority vote of the directors
who are not parties to such action, suit or proceeding, even though less
than a quorum, or (2) if there are no such directors, or if such
directors so direct, by independent legal counsel in a written opinion,
or (3) by the stockholders.
Section 6. Expenses (including attorneys' fees) incurred by an
officer or director in defending any civil, criminal, administrative or
investigative action, suit or proceeding shall be paid by the
Corporation in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of the
director or officer to repay such amount if it shall ultimately be
determined that such person is not entitled to be indemnified by the
Corporation as authorized in this Article VIII. Such expenses (including
attorneys' fees) incurred by other employees and agents may be so paid
upon such terms and conditions, if any, as the Board of Directors deems
appropriate.
Section 7. The indemnification and advancement of expenses
provided by, or granted pursuant to, this Article VIII shall not be
deemed exclusive of any other rights to which those seeking
indemnification or advancement of expenses may be entitled under any
statute, By-Law, agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in such person's official
capacity and as to action in another capacity while holding such office,
and shall, unless otherwise provided when authorized or ratified,
continue as to a person who has ceased to be a director, officer,
member, employee or agent and shall inure to the benefit of the heirs,
executors, and administrators of such person.
Section 8. The Corporation shall have the power to purchase and
maintain insurance on behalf of any person who was or is a director,
officer, employee or agent of the Corporation, or is or was serving at
the request of the Corporation as a director, officer, member, employee
or agent of another corporation, partnership, joint venture, trust or
other enterprise against any liability asserted against such person and
incurred by such person in any such capacity, or arising out of such
person's status as such, whether or not the Corporation would have the
power to indemnify such person against such liability under the
provisions of this Article VIII or of the General Corporation Law of the
State of Delaware.
9
<PAGE> 10
Section 10. For the purposes of this Article VIII, references to
"the Corporation" shall include, in addition to the resulting
corporation, any constituent corporation (including any constituent of a
constituent) absorbed in a consolidation or merger and the Corporation
which, if its separate existence had continued, would have had power and
authority to (or in fact did) indemnify its directors, officers,
employees or agents, so that any person who is or was a director,
officer, employee or agent of such constituent corporation, or is or was
serving at the request of such constituent corporation as a director,
officer, member, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, shall stand in the same
position under the provisions of this Article with respect to the
resulting or surviving corporation as such person would have with
respect to such constituent corporation if its separate existence had
continued.
Section 11. For purposes of this Article VIII, references to
"other enterprises" shall include employee benefit plans, references to
"fines" shall include any excise taxes assessed on a person with respect
to any employee benefit plan, and references to "serving at the request
of the Corporation" shall include any service as a director, officer,
employee or agent of the Corporation which imposes duties on, or
involves services by, such director, officer, employee, or agent with
respect to any employee benefit plan, its participants or
beneficiaries, and a person who acted in good faith and in a
manner such person reasonably believed to be in the interest of the
participants and beneficiaries of an employee benefit plan shall be
deemed to have acted in a manner "not opposed to the best interest of
the Corporation" as referred to in this Article VIII.
Article 18 of the Company's Long-Term Equity Incentive Plan provides for
indemnification by the Company, as follows:
Each person who is or shall have been a member of the
Committee, or of the Board, shall be indemnified by the Company against
and from any loss, cost, liability, or expense that may be imposed upon
or reasonably incurred by him or her in connection with or resulting
from any claim, action, suit, or proceeding to which he or she may be a
party or in which he or she may be involved by reason of any action
taken or failure to act under the Plan. Such person shall be indemnified
by the Company for all amounts paid by him or her in settlement thereof,
with the Company's approval, or paid by him or her in satisfaction of
any judgment in any such action, suit, or proceeding against him
10
<PAGE> 11
or her, provided he or she shall give the Company an opportunity, at its
own expense, to handle and defend the same before he or she undertakes
to handle and defend it on his or her own behalf. The foregoing right of
indemnification shall not be exclusive of any other rights of
indemnification to which such persons may be entitled under the
Company's Articles of Incorporation or Bylaws, as a matter of law, or
otherwise, or any power that the Company may have to indemnify them or
hold them harmless.
The Registrant has purchased insurance coverage under a policy which
insures directors and officers against certain liabilities which might be
incurred by them in such capacities.
Item 7. Exemption from Registration Claimed.
- ------- ------------------------------------
Not Applicable.
Item 8. Exhibits.
- ------- ---------
See the Index to Exhibits.
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; and
(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;
11
<PAGE> 12
provided, however, that paragraphs A(1)(i) and A(1)(ii) do not apply if
the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the Registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this 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.
C. 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 provisions described in Item
6 of this Part II, 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
12
<PAGE> 13
indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.
13
<PAGE> 14
SIGNATURES
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 Columbus, State of Ohio, on the 7th day of
August, 1998.
Core Materials Corporation
By:/s/ KEVIN L. BARNETT
----------------------------------------
Kevin L. Barnett, Vice President,
Chief Financial Officer, Secretary and
Treasurer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated, on the 7th day of August, 1998.
Signature Capacities
- --------- ----------
*/s/ KENNETH M. SCHMELL Executive Vice President
- -------------------------------- and Chief Operating Officer
Kenneth M. Schmell
/s/ KEVIN L. BARNETT Vice President,
- -------------------------------- Chief Financial Officer,
Kevin L. Barnett Secretary and Treasurer
*/s/ GERALD L. VOIROL Controller and
- -------------------------------- Assistant Secretary
Gerald L. Voirol
*/s/ STEPHEN J. KLESTINEC Vice President of
- -------------------------------- Sales and Marketing
Stephen J. Klestinec
*/s/ JAMES F. CROWLEY Director
- --------------------------------
James F. Crowley
*/s/ RALPH O. HELLMOLD Director
- --------------------------------
Ralph O. Hellmold
*/s/ THOMAS M. HOUGH Director
- --------------------------------
Thomas M. Hough
*/s/ MALCOLM M. PRINE Director and Chairman of
- -------------------------------- the Board
Malcolm M. Prine
14
<PAGE> 15
*/s/ JAMES L. SIMONTON Director
- --------------------------------
James L. Simonton
*By: /s/ KEVIN L. BARNETT Attorney-in-Fact
- --------------------------------
Kevin L. Barnett
15
<PAGE> 16
INDEX TO EXHIBITS
-----------------
<TABLE>
<CAPTION>
Exhibit No. Description Page No.
- ----------- ----------- --------
<S> <C> <C>
4(a) Certificate of Incorporation of Core Materials Incorporated by reference to Exhibit 4(a)
Corporation as filed with the Secretary of State of Registration Statement on Form S-8
of Delaware on October 8, 1996 (Registration No. 333-29203)
4(b) Certificate of Amendment of Certificate of Incorporated by reference to Exhibit 4(b)
Incorporation of Core Materials Corporation as of Registration Statement on Form S-8
filed with the Secretary of State of Delaware on (Registration No. 333-29203)
November 6, 1996
4(c) Certificate of Incorporation of Core Materials Incorporated by reference to Exhibit 4(c)
Corporation, reflecting amendments through of Registration Statement on Form S-8
November 6, 1996 [for purposes of compliance with (Registration No. 333-29203)
Securities and Exchange Commission filing
requirements only]
4(d) By-Laws of Core Materials Corporation Incorporated by reference to Exhibit 3-C
to Registrant's Registration Statement on
Form S-4 (filed November 8, 1996, SEC
Registration No. 333-15809)
4(e) Core Materials Corporation Employee Stock Page 17
Purchase Plan
5 Opinion of Vorys, Sater, Seymour and Pease LLP, Page 27
Counsel to Registrant
23(a) Consent of Deloitte & Touche LLP, Independent Page 30
Auditors to Registrant
23(b) Consent of Vorys, Sater, Seymour and Pease LLP, Filed as part of Exhibit 5 hereof
Counsel to Registrant
24 Powers of Attorney Page 32
</TABLE>
16
<PAGE> 1
Exhibit 4(e)
Core Materials Corporation
Employee Stock Purchase Plan
17
<PAGE> 2
CORE MATERIALS CORPORATION
EMPLOYEE STOCK PURCHASE PLAN
1. Purpose of the Plan. The purpose of the Core Materials Corporation
Employee Stock Purchase Plan (the "Plan") is to provide eligible employees of
Core Materials Corporation (the "Company") with an opportunity to acquire an
equity interest in the Company through the purchase of Common Shares, and thus
develop an incentive to remain with the Company, provide a means for employees
to share in the future success of the Company, and to link and align the
personal interests of such employees to those of the Company's stockholders. If
the Company issues Common Shares under the Plan, the proceeds therefrom will
provide additional capital for the Company, which will be used for general
corporate purposes. It is the intention of the Company to have the Plan qualify
as an "employee stock purchase plan" under Section 423 of the Code and the Plan
is to be construed accordingly.
2. Definitions. For purposes of this Plan, the following terms when
capitalized shall have the meanings designated herein unless a different meaning
is plainly required by the context. Where applicable, the masculine pronouns
shall include the feminine and the singular shall include the plural.
(a) "Board" shall mean the Board of Directors of the Company.
(b) "Cash Account" shall mean the account established for each
Participant to which amounts withheld through payroll
deductions shall be credited.
(c) "Code" shall mean the Internal Revenue Code of 1986, as
amended, and the regulations and rulings thereunder.
(d) "Committee" shall mean the Compensation Committee of the
Board or such other committee of at least three directors
as may be appointed by the Board from time to time to
serve at the pleasure of the Board.
(e) "Common Shares" shall mean the common shares of the
Company.
(f) "Company" shall mean Core Materials Corporation.
18
<PAGE> 3
(g) "Custodian" shall mean the person selected by the Company
to hold the amounts withheld through Participants' payroll
deductions pending the purchase of Common Shares pursuant
to the Plan and to hold the Common Shares so purchased for
the benefit of Participants until such Common Shares are
withdrawn pursuant to the terms of the Plan. The Custodian
shall qualify as an "agent independent of the issuer" as
that term is used in Regulation M promulgated under the
Securities Exchange Act of 1934, as amended.
(h) "Effective Date" shall mean the last business day of each
Offering Period under the Plan.
(i) "Offering" shall mean an opportunity provided by the
Committee to purchase Common Shares under the Plan.
(j) "Offering Period" shall mean the period during which an
Offering shall be made under the Plan and shall consist of
a fiscal quarter of the Plan.
(k) "Participant" shall include any employee who has satisfied
the requirements of the Plan to acquire Common Shares
under the Plan and has elected to have payroll deductions
made pursuant to the Plan.
(l) "Payroll Deduction Date(s)" shall mean the date or dates
specified by the Company on which withholdings for each
fiscal quarter of the Plan shall be made.
(m) "Plan Year" shall mean the fiscal year of the Plan which
shall be the twelve (12) month period beginning each
August 1st and ending on the following July 31st.
(n) "Right to Purchase" shall mean an option to purchase
Common Shares granted to a Participant who elects to
participate
19
<PAGE> 4
in an Offering under the provisions of the Plan.
(o) "Right to Purchase Date" shall mean the Effective Date of
an Offering Period.
(p) "Share Account" shall mean the account established for
each Participant to which Common Shares purchased on each
Right to Purchase Date for the Participant shall be
credited.
3. Administration. The Plan shall be administered by the Committee.
Each member of the Committee must be an outside director of the Company and
shall not be eligible to participate in the Plan. Subject to express provisions
of the Plan and to such instructions and limitations as the Board may establish
from time to time, the Committee shall have the authority to prescribe, amend
and rescind rules and regulations relating to the Plan. The Committee may
interpret the Plan and may correct any defect or supply any omission or
reconcile any inconsistency in the Plan to the extent necessary for the
effective operation of the Plan. Any determination, decision or action taken by
the Committee on the matters referred to in this paragraph shall be conclusive.
4. Effectiveness of the Plan. The Plan shall become effective upon (i)
shareholder approval of the Plan at the 1998 annual meeting of shareholders of
the Company (scheduled to be held on May 28, 1998) or any adjournment thereof,
and (ii) Board ratification of the Plan at the Board meeting immediately
following the 1998 annual meeting of the shareholders of the Company or any
adjournment thereof.
5. Common Shares Subject to the Plan. Subject to adjustment as provided
in Paragraph 17 herein, not more than 100,000 Common Shares shall be offered
under the Plan. The Common Shares subject to the Plan generally shall be
previously issued Common Shares acquired by the Company. The Board, however,
also may determine, in its sole discretion, that the Common Shares to be
purchased under the Plan shall be authorized and unissued Common Shares.
6. Offerings under the Plan. After the Plan has become effective, one
or more Offerings, as determined by the Committee, may be made to eligible
employees to purchase Common Shares subject to the Plan. The Offerings may be
consecutive or concurrent as determined by the Committee. Each Offering shall be
made during an Offering Period. Common Shares not sold under one Offering may be
offered again in any subsequent Offering.
20
<PAGE> 5
7. Eligibility. Subject to the terms of this Plan, any employee of the
Company who has been employed by the Company, for at least one (1) year may
participate in the Plan. Notwithstanding the previous sentence, any employee of
the Company who owns greater than 5% of the total combined voting power or value
of all classes of shares of the Company shall not be eligible to participate in
any Offerings under the Plan.
An eligible employee may begin to participate in the Plan as of the
August 1st or February 1st following the date on which he or she satisfies the
requirements of the previous paragraph.
Nothing contained herein and no rules and regulations prescribed by the
Committee shall permit or deny participation in any Offering contrary to the
requirements of the Code (including, without limitation, Sections 423(b)(3),
423(b)(4) and 423(b)(8) thereof).
Nothing contained herein and no rules and regulations prescribed by the
Committee shall permit any employee to be granted a Right to Purchase under the
Plan:
(a) if, immediately after such Right to Purchase is granted, such
employee would own, and/or hold outstanding options or rights to purchase,
shares of the Company possessing five percent (5%) or more of the total combined
voting power or value of all classes of shares of the Company; or
(b) which permits an employee's rights to purchase Common Shares under
all employee stock purchase plans of the Company to accrue at a rate which
exceeds Twenty-Five Thousand Dollars ($25,000.00) of fair market value of Common
Shares (determined as of the date such Right to Purchase is granted) for each
calendar year in which such Right to Purchase is outstanding at any time.
For purposes of this paragraph, the provisions of Section 424(d) of the Code
shall apply in determining the stock ownership of each employee. For purposes of
clause 7(b) above, the provisions of Section 423(b)(8) of the Code shall apply
in determining whether an employee's Rights to Purchase and other rights are
permitted to accrue at a rate in excess of the permitted rate.
8. Payroll Deductions. In order to participate in the Plan, an eligible
employee must indicate on an Enrollment/Change Form (to be provided by the
Committee) the contribution percentage or amount that he wishes to authorize the
Company to deduct at regular payroll intervals. The minimum deduction for each
eligible employee, during each Offering Period, shall be an amount equal to five
dollars ($5.00) per pay period. Each
21
<PAGE> 6
Enrollment/Change Form will include authorization for the Company to make
payroll deductions from the eligible employee's compensation.
The amounts withheld through such payroll deductions shall be credited
to each Participant's Cash Account. The withholdings for each fiscal quarter of
the Plan from the compensation of a Participant shall be made on the Payroll
Deduction Dates specified by the Company. Such amounts will be delivered to the
Custodian and held pending the purchase of Common Shares as described in
Paragraph 10 hereof.
Any employee of the Company who has satisfied the eligibility
requirements of Paragraph 7 as of August 1, 1998, may complete an
Enrollment/Change Form and authorize payroll deductions pursuant to this
Paragraph 8 to be effective as of such date. Each other employee of the Company
shall be eligible to complete an Enrollment/Change Form and to begin payroll
deductions hereunder as of the August 1 or February 1 following the date on
which such employee satisfies the eligibility requirements of Paragraph 7.
Subject to the other limitations of this Paragraph 8, a Participant may, by
written notice to the Company at least twenty (20) days prior to each August 1st
or February 1st, increase or decrease the amount of his payroll deduction as of
each Payroll Deduction Date.
Notwithstanding the foregoing, a Participant may by written notice to
the Company at least twenty (20) days prior to any Payroll Deduction Date
discontinue payroll deductions as of such Payroll Deduction Date. Payroll
deductions may not thereafter be resumed until the next following August 1st or
February 1st. In the event that a Participant ceases his payroll deductions as
provided herein, such Participant's Cash Account balance will be used, as of the
next Right to Purchase Date, to purchase Common Shares. The Committee may impose
such other restrictions on the right to cease payroll deductions as it may deem
appropriate.
9. No Interest on Cash Accounts. The payroll deductions and other
monies held in Participants' Cash Accounts shall bear no interest.
10. Purchase Price and Exercise of Right to Purchase. The purchase
price for a Common Share under each Offering shall be determined by the
Committee as of the Right to Purchase Date of each Offering and shall be stated
as a percentage of the fair market value of a Common Share on the Right to
Purchase Date of the Offering. Such purchase price shall be equal to eighty-five
percent (85%) of the per share fair market value of the Common Shares as of the
Right to Purchase Date.
22
<PAGE> 7
The fair market value of a Common Share on any date shall be the
average of the high and low price per share of the Common Shares (or, if
applicable, the price paid by the Custodian) on the American Stock Exchange or
on any national stock exchange on such date or, if no such sales of Common
Shares are made on such date, on the next preceding date on which sales of
Common Shares were made on the American Stock Exchange or on any national stock
exchange.
Each Participant shall be deemed to have been granted a Right to
Purchase on the Effective Date of each Offering for the number of whole Common
Shares which the Participant would be able to purchase with the balance in his
Cash Account. Each outstanding Right to Purchase will be exercised automatically
on the Right to Purchase Date to purchase the number of whole Common Shares
which the amount in the Participant's Cash Account at that time is sufficient to
purchase at the applicable purchase price. Any amounts remaining in a
Participant's Cash Account after such application will remain in the Cash
Account for use during the next Offering Period.
The Custodian shall purchase the number of Common Shares with respect
to which Rights to Purchase have been exercised beginning on the Right to
Purchase Date. The Custodian shall establish and maintain a separate Share
Account for each Participant, which shall be credited with the number of whole
Common Shares purchased on the Right to Purchase Date on behalf of each
Participant. A Participant may withdraw the Common Shares credited to his Share
Account on a first-in-first-out basis by written notice to the Custodian at
least twenty (20) days prior to any August 1st or February 1st. A Participant
may withdraw all or a portion of the Common Shares which were credited to his
Share Account on or prior to the Right to Purchase Date immediately preceding
such August 1st or February 1st. A Participant will be charged a fee by the
Custodian for each such withdrawal. The amount of such fee shall be as agreed
from time to time by the Custodian and the Company. The Custodian shall deliver
to such Participant a share certificate issued in his name for the number of
whole Common Shares he wishes to withdraw from his Share Account. At least
annually, there shall be delivered to each Participant a statement of his Share
Account showing the number of Common Shares purchased during the preceding
twelve months (or lesser period of existence of the Offering), the Right to
Purchase prices paid for the Common Shares, the dates of purchase of the Common
Shares, and the amount to be included in the ordinary income of the Participant
at such time as the Common Shares are sold, as prescribed by Section 423(c) of
the Code.
23
<PAGE> 8
The initial Custodian shall be selected by the Company prior to the
initial Offering under the Plan. The Company may remove any Custodian, and any
Custodian may resign, upon 60 days' notice in writing to the other party, as the
case may be. Any successor Custodian shall be appointed by the Company. The
Company shall pay all fees and costs of the Custodian as agreed between the
Company and the Custodian from time to time, except for the withdrawal fees
payable by Participants as described above.
The Company may, at any time after the end of an Offering Period, close
the Cash Accounts of eligible employees not participating in another Offering
under the Plan, in which case any balance in such Cash Accounts will be refunded
to such eligible employees. Any balance remaining in the Cash Account of a
Participant after the end of an Offering Period shall remain in the
Participant's Cash Account for use in the next Offering.
The Company may, at any time after the end of an Offering Period, close
the Share Accounts related to such Offering, in which case the Custodian shall
deliver to each Participant in that Offering a share certificate issued in his
name for the number of whole Common Shares credited to his Share Account,
without charging a withdrawal fee.
11. Registration of Certificates. Common Shares withdrawn by
Participants will be registered, and share certificates therefor will be issued,
only in the name of the Participant.
12. Rights as Shareholders. With respect to Common Shares subject to a
Right to Purchase, pending exercise of such Right to Purchase, the Participant
shall not be deemed to be a shareholder of the Company and shall not have any of
the rights or privileges of a shareholder. A Participant who has exercised a
Right to Purchase shall have the rights and privileges of a shareholder
immediately following such exercise.
13. Use of Plan Funds. Subject to Paragraph 10 hereof, to the extent
the Company issues Common Shares to Participants upon exercise of Rights to
Purchase granted under the Plan, the amounts received by the Company may be used
for any corporate purpose or purposes of the Company.
14. Termination of Employment. If the employment of a Participant
terminates for any reason, including death, disability, retirement or other
cause, his participation in the Plan automatically and without any act on his
part shall terminate as of the date of termination of his employment. As soon as
practicable following the Participant's termination of employment, the Company
shall refund to such Participant (or his beneficiary, in the case of the
participant's death) any and all
24
<PAGE> 9
amounts in his Cash Account and the Custodian shall deliver to such Participant
(or beneficiary) a share certificate issued in his name for the number of whole
Common Shares credited to his Share Account through prior Offerings.
15. Restriction upon Assignment. Rights to Purchase granted to a
Participant under the Plan shall not be transferable (including pledge or
hypothecation), and shall be exercisable during the Participant's lifetime only
by the Participant. The Company shall not recognize and shall be under no duty
to recognize assignment or purported assignment by a Participant of his Rights
to Purchase or of any rights under his Rights to Purchase.
16. Government Regulations. The Company's obligation to issue, sell or
deliver any Common Shares under this Plan is subject to all applicable laws and
regulations and to the approval of any governmental or regulatory authority
required in connection with the issuance, sale or delivery of such Common
Shares. The Company shall not be required to issue, sell or deliver any Common
Shares under this Plan prior to (a) the approval of such Common Shares for
listing on any national stock exchange (if such approval must be obtained), and
(b) the completion of any registration or other qualification of such Common
Shares under any state or Federal law or any ruling or regulation of any
governmental or regulatory authority which the Company in its sole discretion
shall determine to be necessary or advisable.
17. Adjustment of Shares upon Changes in Capitalization.
Notwithstanding any other provision of the Plan, in the event of any change in
the outstanding Common Shares, by reason of a dividend payable in Common Shares,
recapitalization, merger, consolidation, split-up, combination or exchange of
shares, or the like, appropriate adjustments shall be made to the aggregate
number and class of shares subject to the Plan, the number and class of shares
subject to outstanding Rights to Purchase, the purchase price per share (in the
case of shares subject to outstanding Rights to Purchase), and the number and
class of shares which may be subscribed to by any one employee, and such other
adjustments shall be made as may be deemed equitable by the Committee.
18. Dividend Reinvestment. All cash dividends paid, if any, with
respect to the Common Shares credited to a Participant's Share Account shall be
added to the Participant's Cash Account and thereby shall be applied to exercise
Rights to Purchase to purchase whole Common Shares on the Right to Purchase Date
next following the date such cash dividends are paid by the Company. An election
to leave Common Shares with the Custodian
25
<PAGE> 10
shall constitute an election to apply the cash dividends with respect to such
shares to the exercise of Rights to Purchase hereunder. Common Shares so
purchased shall be applied to the Common Shares credited to each Participant's
Share Account.
19. Amendment of the Plan. To the extent permitted by law, the
Committee may at any time and from time to time make such changes in the Plan
and additions to it as the Committee deems advisable; provided, however, that,
except as provided in Paragraph 17 hereof, and except with respect to changes or
additions in order to make the Plan comply with Section 423 of the Code, the
Committee may not make any changes or additions which would adversely affect
Rights to Purchase previously granted under the Plan and may not, without
approval of the shareholders of the Company, make any changes or additions which
would (a) increase the aggregate number of Common Shares subject to the Plan or
which may be subscribed to by an eligible employee, (b) decrease the minimum
purchase price for a Common Share, or (c) change any of the provisions of the
Plan relating to eligibility for participation in Offerings.
20. Duration and Termination of the Plan. The Plan shall terminate upon
the earlier to occur of the following two events:
(a) The purchase by eligible employees of all of the Common Shares
subject to the Plan; or
(b) The termination of the Plan by the Board.
No termination of the Plan shall affect Rights to Purchase previously
granted under this Plan.
26
<PAGE> 1
Exhibit 5
Opinion of Vorys, Sater, Seymour and Pease LLP,
Counsel to Registrant
27
<PAGE> 2
(614) 464-6400
August 7, 1998
Board of Directors
Core Materials Corporation
800 Manor Park Drive
P.O. Box 28183
Columbus, Ohio 43228-0183
Gentlemen:
We are familiar with the proceedings taken and proposed to be
taken by Core Materials Corporation, a Delaware corporation (the "Company"), in
connection with the registration for issuance and sale of shares of common stock
of the Company, par value $.01 per share, (the "Common Stock") under the
Company's Employee Stock Purchase Plan (the "Plan"), as described in the
Registration Statement on Form S-8 (the "Registration Statement") to be filed
with the Securities and Exchange Commission on or about August 7, 1998. The
purpose of the Registration Statement is to register an additional 100,000
shares of Common Stock reserved for issuance under the Plan pursuant to the
provisions of the Securities Act of 1933, as amended, and the rules and
regulations promulgated thereunder.
In connection with this opinion, we have examined an original
or copy of, and have relied upon the accuracy of, without independent
verification or investigation: (a) the Registration Statement; (b) the Plan; (c)
the Certificate of Incorporation of the Company, as amended through November 6,
1996; (d) the By-Laws of the Company; and (e) certain proceedings of the
directors and of the stockholders of the Company. We have also relied upon such
representations of the Company and officers of the Company and such authorities
of law as we have deemed relevant as a basis for this opinion.
We have relied solely upon the examinations and inquiries
recited herein, and we have not undertaken any independent investigation to
determine the existence or absence
28
<PAGE> 3
of any facts, and no inference as to our knowledge concerning such facts should
be drawn.
Based upon and subject to the foregoing and the further
qualifications and limitations set forth below, as of the date hereof, we are of
the opinion that after the 100,000 shares of Common Stock of the Company to be
registered under the Registration Statement have been issued and delivered by
the Company upon exercise of purchase rights under the Plan against payment of
the purchase price therefore, in accordance with the terms of the Plan, said
shares of Common Stock will be validly issued, fully paid and non-assessable,
assuming compliance with applicable federal and state securities laws and with
the transfer restrictions contained in the Company's Certificate of
Incorporation, as amended through November 6, 1996.
Our opinion is limited to the General Corporation Law of
Delaware in effect as of the date hereof. This opinion is furnished by us solely
for the benefit of the Company in connection with the offering of the shares of
Common Stock pursuant to the Plan and the filing of the Registration Statement
and any amendments thereto. This opinion may not be relied upon by any other
person or assigned, quoted or otherwise used without our specific written
consent.
Notwithstanding the foregoing, we consent to the filing of
this opinion as an exhibit to the Registration Statement and to the reference to
us therein.
Very truly yours,
/s/ Vorys, Sater, Seymour and Pease LLP
VORYS, SATER, SEYMOUR AND PEASE LLP
29
<PAGE> 1
Exhibit 23(a)
Consent of Deloitte & Touche LLP,
Independent Auditors to Registrant
30
<PAGE> 2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Core Materials Corporation on Form S-8 of our report dated March 2, 1998,
appearing in the Annual Report on Form 10-K of Core Materials Corporation for
the year ended December 31, 1997.
/s/ DELOITTE & TOUCHE LLP
- --------------------------
DELOITTE & TOUCHE LLP
Chicago, Illinois
August 6, 1998
31
<PAGE> 1
Exhibit 24
Powers of Attorney
32
<PAGE> 2
POWER OF ATTORNEY
- -----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer
and/or director of Core Materials Corporation (the "Company"), a Delaware
corporation, which is about to file with the Securities and Exchange Commission,
Washington, D.C., under the provisions of the Securities Act of 1933, as
amended, a Registration Statement on Form S-8 for the registration of certain of
its common shares for offering and sale pursuant to the Core Materials
Corporation Employee Stock Purchase Plan, hereby constitutes and appoints Kevin
L. Barnett and Kenneth M. Schmell, and each of them, as his true and lawful
attorneys-in-fact and agents with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign
such Registration Statement and any and all amendments thereto, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission and the American Stock Exchange,
granting unto each of said attorneys-in-fact, and substitute or substitutes,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all things that each of said attorneys-in-fact and agents, or his or
their substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
this 30th day of July, 1998.
/s/ KENNETH M. SCHMELL
---------------------------------
Kenneth M. Schmell
33
<PAGE> 3
POWER OF ATTORNEY
- -----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer
and/or director of Core Materials Corporation (the "Company"), a Delaware
corporation, which is about to file with the Securities and Exchange Commission,
Washington, D.C., under the provisions of the Securities Act of 1933, as
amended, a Registration Statement on Form S-8 for the registration of certain of
its common shares for offering and sale pursuant to the Core Materials
Corporation Employee Stock Purchase Plan, hereby constitutes and appoints Kevin
L. Barnett and Kenneth M. Schmell, and each of them, as his true and lawful
attorneys-in-fact and agents with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign
such Registration Statement and any and all amendments thereto, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission and the American Stock Exchange,
granting unto each of said attorneys-in-fact, and substitute or substitutes,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all things that each of said attorneys-in-fact and agents, or his or
their substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
this 30th day of July, 1998.
/s/ GERALD L. VOIROL
-------------------------------
Gerald L. Voirol
34
<PAGE> 4
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and/or
director of Core Materials Corporation (the "Company"), a Delaware corporation,
which is about to file with the Securities and Exchange Commission, Washington,
D.C., under the provisions of the Securities Act of 1933, as amended, a
Registration Statement on Form S-8 for the registration of certain of its common
shares for offering and sale pursuant to the Core Materials Corporation Employee
Stock Purchase Plan, hereby constitutes and appoints Kevin L. Barnett and
Kenneth M. Schmell, and each of them, as his true and lawful attorneys-in-fact
and agents with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign such Registration
Statement and any and all amendments thereto, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission and the American Stock Exchange, granting
unto each of said attorneys-in-fact, and substitute or substitutes, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
things that each of said attorneys-in-fact and agents, or his or their
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 30th
day of July, 1998.
/s/ STEPHEN J. KLESTINEC
--------------------------------
Stephen J. Klestinec
40
<PAGE> 5
POWER OF ATTORNEY
- -----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer
and/or director of Core Materials Corporation (the "Company"), a Delaware
corporation, which is about to file with the Securities and Exchange Commission,
Washington, D.C., under the provisions of the Securities Act of 1933, as
amended, a Registration Statement on Form S-8 for the registration of certain of
its common shares for offering and sale pursuant to the Core Materials
Corporation Employee Stock Purchase Plan, hereby constitutes and appoints Kevin
L. Barnett and Kenneth M. Schmell, and each of them, as his true and lawful
attorneys-in-fact and agents with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign
such Registration Statement and any and all amendments thereto, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission and the American Stock Exchange,
granting unto each of said attorneys-in-fact, and substitute or substitutes,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all things that each of said attorneys-in-fact and agents, or his or
their substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
this 30th day of July, 1998.
/s/ JAMES F. CROWLEY
-------------------------------
James F. Crowley
35
<PAGE> 6
POWER OF ATTORNEY
- -----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer
and/or director of Core Materials Corporation (the "Company"), a Delaware
corporation, which is about to file with the Securities and Exchange Commission,
Washington, D.C., under the provisions of the Securities Act of 1933, as
amended, a Registration Statement on Form S-8 for the registration of certain of
its common shares for offering and sale pursuant to the Core Materials
Corporation Employee Stock Purchase Plan, hereby constitutes and appoints Kevin
L. Barnett and Kenneth M. Schmell, and each of them, as his true and lawful
attorneys-in-fact and agents with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign
such Registration Statement and any and all amendments thereto, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission and the American Stock Exchange,
granting unto each of said attorneys-in-fact, and substitute or substitutes,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all things that each of said attorneys-in-fact and agents, or his or
their substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
this 30th day of July, 1998.
/s/ RALPH O. HELLMOLD
-------------------------------
Ralph O. Hellmold
36
<PAGE> 7
POWER OF ATTORNEY
- -----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer
and/or director of Core Materials Corporation (the "Company"), a Delaware
corporation, which is about to file with the Securities and Exchange Commission,
Washington, D.C., under the provisions of the Securities Act of 1933, as
amended, a Registration Statement on Form S-8 for the registration of certain of
its common shares for offering and sale pursuant to the Core Materials
Corporation Employee Stock Purchase Plan, hereby constitutes and appoints Kevin
L. Barnett and Kenneth M. Schmell, and each of them, as his true and lawful
attorneys-in-fact and agents with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign
such Registration Statement and any and all amendments thereto, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission and the American Stock Exchange,
granting unto each of said attorneys-in-fact, and substitute or substitutes,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all things that each of said attorneys-in-fact and agents, or his or
their substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
this 30th day of July, 1998.
/s/ THOMAS M. HOUGH
-------------------------------
Thomas M. Hough
37
<PAGE> 8
POWER OF ATTORNEY
- -----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer
and/or director of Core Materials Corporation (the "Company"), a Delaware
corporation, which is about to file with the Securities and Exchange Commission,
Washington, D.C., under the provisions of the Securities Act of 1933, as
amended, a Registration Statement on Form S-8 for the registration of certain of
its common shares for offering and sale pursuant to the Core Materials
Corporation Employee Stock Purchase Plan, hereby constitutes and appoints Kevin
L. Barnett and Kenneth M. Schmell, and each of them, as his true and lawful
attorneys-in-fact and agents with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign
such Registration Statement and any and all amendments thereto, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission and the American Stock Exchange,
granting unto each of said attorneys-in-fact, and substitute or substitutes,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all things that each of said attorneys-in-fact and agents, or his or
their substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
this 30th day of July, 1998.
/s/ MALCOLM M. PRINE
-------------------------------
Malcolm M. Prine
38
<PAGE> 9
POWER OF ATTORNEY
- -----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer
and/or director of Core Materials Corporation (the "Company"), a Delaware
corporation, which is about to file with the Securities and Exchange Commission,
Washington, D.C., under the provisions of the Securities Act of 1933, as
amended, a Registration Statement on Form S-8 for the registration of certain of
its common shares for offering and sale pursuant to the Core Materials
Corporation Employee Stock Purchase Plan, hereby constitutes and appoints Kevin
L. Barnett and Kenneth M. Schmell, and each of them, as his true and lawful
attorneys-in-fact and agents with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign
such Registration Statement and any and all amendments thereto, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission and the American Stock Exchange,
granting unto each of said attorneys-in-fact, and substitute or substitutes,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all things that each of said attorneys-in-fact and agents, or his or
their substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
this 30th day of July, 1998.
/s/ JAMES L. SIMONTON
-------------------------------
James L. Simonton
39
