As filed with the Securities and Exchange Commission on September 3, 1999
Registration Statement No.333-________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
JLM INDUSTRIES, INC.
----------------------------------------------------
(Exact name of Registrant as specified in its charter)
Delaware 06-1163710
- -------------------------------- ---------------------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
8675 Hidden River Parkway
Tampa, Florida 33637
(813) 632-3300
-------------------------------------------
(Address, including zip code,
of Registrant's principal executive offices)
JLM INDUSTRIES, INC.
1997 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
----------------------
(Full title of the plan)
John L. Macdonald, President
JLM Industries, Inc.
8675 Hidden River Parkway
Tampa, Florida 33637
(813) 632-3300
-------------------------------------------------------
(Name, address, including zip code, and telephone number
including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
====================================================================================================================
<S> <C> <C> <C> <C>
TITLE OF SECURITIES AMOUNT TO BE PROPOSED MAXIMUM OFFERING PROPOSED MAXIMUM AMOUNT OF
TO BE REGISTERED REGISTERED PRICE PER SHARE(1) AGGREGATE OFFERING PRICE REGISTRATION FEE
---------------- ---------- ------------------ ------------------------ ----------------
Common Stock. . . . . . . . 50,000 shs. $5.00 $250,000 $70.00
====================================================================================================================
</TABLE>
(1) Estimated pursuant to Rule 457(c), solely for the purpose of
calculating the registration fee, based upon the average of the high
and low prices for the common stock reported by the Nasdaq National
Market on August 31, 1999.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Incorporation by Reference.
This Registration Statement registers additional securities of the same
class as other securities for which a Registration Statement filed on Form S-8
relating to the Company's 1997 Non-Employee Directors' Stock Option Plan is
already effective. Pursuant to General Instruction E of this form, the contents
of the Company's previous registration statement for such plan (Registration
Statement No. 333-32339) are incorporated herein by reference.
ITEM 8. EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
5 Opinion of Trenam, Kemker, Scharf, Barkin, Frye, O'Neill & Mullis,
Professional Association, as to the legality of the Common Stock
being registered.
23.1 Consent of Trenam, Kemker, Scharf, Barkin, Frye, O'Neill & Mullis,
Professional Association (contained in Exhibit 5).
23.2 Consent of Deloitte & Touche LLP.
24 Powers of Attorney (contained in signature page).
II-2
<PAGE>
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 Tampa, State of Florida, on the 31st day of August,
1999.
JLM Industries, Inc.
By: /s/JOHN L. MACDONALD
-------------------------
John L. Macdonald
President and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS that each of the undersigned officers and
directors of JLM Industries, Inc., a Delaware corporation, for himself and not
for one another, does hereby constitute and appoint John L. Macdonald, John T.
White and Frank A. Musto, each of them, a true and lawful attorney in his name,
place and stead, in any and all capacities, to sign his name to any and all
amendments, including post-effective amendments, to this registration statement,
with respect to the proposed issuance, sale and delivery of shares of its Common
Stock, and to cause the same to be filed with the Securities and Exchange
Commission, granting unto said attorneys and each of them full power and
authority to do and perform any act and thing necessary and proper to be done in
the premises, as fully to all intents and purposes as the undersigned could do
if personally present, and each of the undersigned for himself hereby ratifies
and confirms all that said attorneys or any one of them shall lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
- --------- ----- ----
/s/JOHN L. MACDONALD President, Chief Executive August 31, 1999
- -------------------- Officer and Director
John L. Macdonald (Principal Executive Officer)
/s/FRANK A. MUSTO Chief Financial Officer, Vice August 31, 1999
- ------------------ President and Director
Frank A. Musto (Principal Financial Officer
and Principal Accounting
Officer)
/s/WALTER M. TARPLEY Vice President and Director August 31, 1999
- --------------------
Walter M. Tarpley
/s/SEAN D. MACDONALD Vice President and Director August 31, 1999
- --------------------
Sean D. MacDonald
II-3
<PAGE>
SIGNATURE TITLE DATE
- --------- ----- ----
- ------------------- Director
Jerry L. Weinstein
- ----------------- Director
Thomas F. Kennedy
- ------------------ Director
Charles N. Neivert
II-4
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
5 Opinion of Trenam, Kemker, Scharf, Barkin, Frye, O'Neill & Mullis,
Professional Association, as to the legality of the Common Stock
being registered.
23.1 Consent of Trenam, Kemker, Scharf, Barkin, Frye, O'Neill & Mullis,
Professional Association (contained in Exhibit 5).
23.2 Consent of Deloitte & Touche LLP.
24 Powers of Attorney (contained in signature page).
II-5
[LETTER HEAD]
September 1, 1999
Securities and Exchange Commission
450 5th Street, N.W.
Judiciary Plaza
Washington, DC 20549
Re: JLM INDUSTRIES, INC.
NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
We have represented JLM Industries, Inc. (the "Company") in connection with
the Company's Registration Statement on Form S-8 (the "S-8 Registration
Statement") relating to the offering by the Company (the "Offering") of an
additional 50,000 shares of the Company's Common Stock under the Company's 1997
Non-Employee Directors' Stock Option Plan (the "Plan"). This opinion is being
provided as Exhibit 5 to the S-8 Registration Statement.
In our capacity as counsel to the Company in connection with the S-8
Registration Statement and the Offering, we have examined and are familiar with:
(1) the Company's Articles of Incorporation and Bylaws, each as currently in
effect, (2) the Plan, (3) the S-8 Registration Statement and (4) such other
corporate records and documents and instruments as in our opinion are necessary
or relevant as the basis for the opinions expressed below.
As to various questions of fact material to our opinion, we have relied
without independent investigation on statements or certificates of officials and
representatives of the Company, the Department of State of the State of Florida
and others. In all such examinations, we have assumed the genuineness of all
signatures on original and certified documents and the conformity to original
and certified documents of all copies submitted to us as conformed, photostatic
or other exact copies.
We express no opinion as to the law of any jurisdiction other than of the
State of Florida and the federal laws of the United States of America.
<PAGE>
Securities and Exchange Commission September 1, 1999
Page 2
- --------------------------------------------------------------------------------
Based upon and in reliance on the foregoing, we are of the opinion that:
1. The Company is a validly existing corporation under the laws of the
State of Florida and its status is active.
2. The Plan has been duly and legally authorized by all required corporate
action.
3. When the following events shall have occurred:
a. the S-8 Registration Statement shall have become effective in
accordance with the Securities Act of 1933, as amended;
b. the options covering shares of Common Stock shall have been granted
and exercised as contemplated in the Plan;
c. the consideration specified in the Plan and in the instrument of
grant covering options granted under the Plan shall have been
received; and
d. the certificates representing such shares shall have been duly
executed, counter-signed and issued by or on behalf of the Company,
the shares of Common Stock so offered and sold in the Offering will be duly
authorized, validly issued, fully paid and non-assessable shares of the capital
stock of the Company.
This firm hereby consents to the filing of this opinion as an Exhibit
to the S-8 Registration Statement.
Sincerely,
TRENAM, KEMKER, SCHARF, BARKIN,
FRYE, O'NEILL & MULLIS
Professional Association
By: /s/ NELSON T. CASTELLANO
---------------------------
Nelson T. Castellano
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
JLM Industries Inc. (the "Company") on Form S-8 of our reports dated March 8,
1999, appearing in the Annual Report on Form 10-K of the Company for the year
ended December 31, 1998.
DELOITTE & TOUCHE LLP
Tampa, Florida
September 3, 1999
