<PAGE> 1
As filed with the Securities and Exchange Commission on September 30, 1999
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
---------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
OMNOVA SOLUTIONS INC.
(Exact Name of Registrant as Specified in Its Charter)
Ohio
(State or Other Jurisdiction of Incorporation or Organization)
34-1897652
(I.R.S. Employer Identification No.)
175 Ghent Road, Fairlawn, Ohio 44333-3300
(Address of Principal Executive Offices) (Zip Code)
OMNOVA SOLUTIONS INC. OPTION ADJUSTMENT PLAN
(Full Title of the Plan)
Cynthia A. Slack
Secretary
OMNOVA Solutions Inc.
175 Ghent Road
Fairlawn, Ohio 44333-3300
(Name and Address of Agent For Service)
Telephone Number, Including Area Code, of Agent For Service: 330/869-4200
---------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------
Title Of Amount Proposed Proposed Amount Of
Securities To Be Maximum Maximum Registration
To Be Registered Offering Aggregate Fee
Registered Price Per Offering
Share (1) Price (1)
- --------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock
Par Value $0.10 2,900,000 $ 9.25 $ 26,825,000 $ 7,458
- --------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of calculating the amount of the
registration fee, pursuant to paragraphs (c) and (h)(1) of Rule 457 of
the General Rules and Regulations under the Securities Act, on the
basis of the average high and low sale prices for such common stock,
par value $0.10 per share of OMNOVA Solutions Inc. ("Common Stock") on
the New York Stock Exchange on September 29, 1999.
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents previously filed with the Securities
and Exchange Commission (the "Commission") by the Registrant are incorporated
herein by reference:
(a) the Registrant's Registration Statement on Form 10
filed with the Commission on July 9, 1999, as amended
on July 22, 1999, as amended on August 23, 1999 and
as amended on September 15, 1999 (the "Form 10");
(b) the Registrant's Current Report on Form 8-K dated
September 24, 1999 and filed with the Commission on
September 24, 1999;
(c) the description of the Common Stock of the Registrant
contained under the heading "Item 11. Description of
Registrant's Securities to be Registered" in the Form
10 filed pursuant to Section 12 of the Securities
Exchange Act of 1934 (the "Exchange Act");
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of 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 herein by reference and to be part hereof from the date of
filing of such documents.
Item 5. Interests of Named Experts and Counsel
The opinion and consent of James C. LeMay, Senior Vice
President, Law and General Counsel of the Registrant, addressing certain legal
matters is attached hereto as Exhibit 5.1. Immediately after completion of the
spin-off of the Registrant from GenCorp Inc., Mr. LeMay is expected to be the
beneficial owner of 12,323 shares of the Registrant's Common Stock.
Item 6. Indemnification of Directors and Officers
Sections 30, 31 and 32 of the Registrant's Amended and
Restated Code of Regulations are incorporated herein by reference to Exhibit 3.4
of the Registrant's Form 10.
The Registrant expects to enter into indemnity agreements with
its directors and officers, and expects to maintain directors and officers
liability insurance for its directors and executive officers. Item 12 of the
Registrant's Form 10 is incorporated into this registration statement by
reference.
<PAGE> 3
Item 8. Exhibits.
4.1 Amended and Restated Articles of Incorporation of the
Registrant, incorporated by reference to Exhibit 3.2
of the Registrant's Registration Statement on Form 10
as filed with the Commission on July 9, 1999.
4.2 Amended and Restated Code of Regulations of the
Registrant, incorporated by reference to Exhibit 3.4
of the Registrant's Registration Statement on Form 10
as filed with the Commission on July 9, 1999.
4.3 OMNOVA Solutions Inc. Option Adjustment Plan.
5.1 Opinion regarding legality.
23.1 Consent of Counsel (included in Exhibit 5.1).
23.2 Consent of Ernst & Young LLP.
23.3 Consent of Arthur Anderson LLP.
23.4 Consent of PricewaterhouseCoopers.
24.1 Power of Attorney for John B. Yasinsky, Michael E.
Hicks, Nathaniel J. Mass and James C. LeMay.
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, represents 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) do
not apply if the registration statement is on Form S-3, Form S-8 or Form F-3 and
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed
<PAGE> 4
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 the registration statement.
(2) That, for the purpose of determining any
liability under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to section 13(a) or section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to 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.
<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 Fairlawn, State of Ohio, on this 30th day of
September, 1999.
OMNOVA SOLUTIONS INC.
(Registrant)
By: /s/ Cynthia A. Slack
---------------------
Cynthia A. Slack
Secretary
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 date indicated.
SIGNATURE TITLE
* Chief Executive Officer and Director
- -------------------------- (principal executive officer)
John B. Yasinsky
* Senior Vice President and Chief Financial
- -------------------------- Officer and Director (principal financial
Michael E. Hicks officer and principal accounting officer)
/s/ Cynthia A. Slack Director
- --------------------------
Cynthia A. Slack
* Director
- --------------------------
Nathaniel J. Mass
* Director
- --------------------------
James C. LeMay
* This Registration Statement has been signed on behalf of the above officers
and directors by Cynthia A. Slack, as attorney-in-fact pursuant to a power of
attorney filed as Exhibit 24.1 to this Registration Statement.
DATED: September 30th, 1999 By: /s/ Cynthia A. Slack
---------------------------
Cynthia A. Slack
<PAGE> 6
EXHIBIT INDEX
Exhibits.
4.1 Amended and Restated Articles of Incorporation of the
Registrant, incorporated by reference to Exhibit 3.2
of the Registrant's Registration Statement on Form 10
as filed with the Commission on July 9, 1999.
4.2 Amended and Restated Code of Regulations of the
Registrant, incorporated by reference to Exhibit 3.4
of the Registrant's Registration Statement on Form 10
as filed with the Commission on July 9, 1999.
4.3 OMNOVA Solutions Inc. Option Adjustment Plan.
5.1 Opinion regarding legality.
23.1 Consent of Counsel (included in Exhibit 5.1).
23.2 Consent of Ernst & Young LLP.
23.3 Consent of Arthur Andersen LLP
23.4 Consent of PricewaterhouseCoopers.
24.1 Power of Attorney for John B. Yasinsky, Michael E.
Hicks, Nathaniel J. Mass and James C. LeMay.
<PAGE> 1
Exhibit 4.3
-----------
OMNOVA SOLUTIONS INC.
OPTION ADJUSTMENT PLAN
1. ESTABLISHMENT, PURPOSE AND DURATION
-----------------------------------
1.1 ESTABLISHMENT: The Company hereby establishes a stock option plan
as set forth herein, which will be called the "Option Adjustment Plan."
1.2 PURPOSE: The purpose of the Plan is to reallocate or replace
exercisable or unexercisable options under the GenCorp Plans pursuant to the
terms and conditions of the Agreement on Employee Matters.
1.3 EFFECTIVE DATE: The Plan will become effective when approved by the
Directors.
1.4 DURATION OF PLAN: The Plan will commence on the Effective Date and,
except as otherwise expressly provided herein, will remain in effect until all
rights under Options granted have been exercised or have expired, lapsed, been
canceled or otherwise terminated.
2. DEFINITIONS AND INTERPRETATION
------------------------------
2.1 DEFINITIONS: Whenever used in the Plan, the following words shall
have the meanings set forth in this Section 2.1 and, when such meaning is
intended, the initial letter of the word will be capitalized:
(a) ADR AGREEMENT: Agreement to be entered into between
GenCorp and the Company substantially in the form filed as Exhibit 10.16 to the
Company's Registration Statement on Form 10/A Amendment No. 3 as filed with the
Commission on September 15, 1999.
(b) AGREEMENT ON EMPLOYEE MATTERS: Agreement to be entered
into between GenCorp and the Company substantially in the form filed as Exhibit
10.17 to the Company's Registration Statement on Form 10/A Amendment No. 3 as
filed with the Commission on September 15, 1999.
(c) BENEFICIARY: The person who (i) a Participant designates
as provided in Section 8.1 and, upon the Participant's death, will succeed to
the Participant's rights under an Option or (ii), if either the Participant has
failed to designate such person or the person so designated has predeceased the
Participant, succeeds to the Participant's rights and interests by will or the
laws of descent and distribution.
(d) BOARD: The Board of Directors of the Company.
(e) CODE: The Internal Revenue Code of 1986.
<PAGE> 2
(f) COMMISSION: The Securities and Exchange Commission.
(g) COMMITTEE: The Organization & Compensation Committee of
the Board or other committee designated by the Directors as provided in Section
4.1.
(h) COMPANY: OMNOVA Solutions Inc., an Ohio corporation having
its principal offices at 175 Ghent Road, Fairlawn, Ohio 44333-3300.
(i) DIRECTOR: A person elected by the Company's shareholders
or Directors pursuant to the Company's Amended and Restated Articles of
Incorporation and Amended and Restated Code of Regulations to serve, and serves
during the term of this Agreement, as a Director of the Company.
(j) DISABILITY: A permanent and total disability, physical or
mental, as defined in the Company's Long Term Disability Plan and as determined
by the Committee.
(k) EFFECTIVE DATE: The day on which the Plan has been
approved by the Directors.
(l) EMPLOYEE: Each employee (including, without limitation, a
Director who also is an employee) of GenCorp Inc., any subsidiary of GenCorp
Inc., the Company or a Participating Subsidiary, who is not in a bargaining unit
represented by a labor organization.
(m) FORMER EMPLOYEE: Retirees and other former employees of
GenCorp Inc., any subsidiary of GenCorp Inc., the Company or any Participating
Subsidiary.
(n) GENCORP OPTION: An Option granted pursuant to the GenCorp
Plans.
(o) GENCORP PLANS: The GenCorp Inc. 1993 Stock Option Plan and
the GenCorp Inc. 1997 Stock Option Plan.
(p) INITIAL GRANT: The date an Employee or Former Employee was
granted a GenCorp Option under the GenCorp Plans.
(q) MARKET VALUE: The closing price for Shares as reported in
the New York Stock Exchange Composite Transactions in the WALL STREET JOURNAL or
similar publication selected by the Committee for the relevant date if Shares
were traded on such day or, if none were then traded, the last prior day on
which Shares were so traded.
(r) NON-QUALIFIED STOCK OPTION: An Option granted under the
Plan that is not an Incentive Stock Option.
(s) OPTION: The right to buy Shares granted under the Plan.
(t) OPTION PRICE: The value assigned to exercisable and
unexercisable Options pursuant to the terms and conditions of the Agreement on
Employee Matters.
<PAGE> 3
(u) PARTICIPANT: An Employee or Former Employee to whom an
Option is granted under the Plan pursuant to the terms and conditions of the
Agreement on Employee Matters.
(v) PARTICIPATING SUBSIDIARY: Any domestic or Canadian
corporation in which the Company owns directly, or indirectly through a
subsidiary, at least fifty percent (50%) of the total combined voting power of
all classes of stock and whose directors adopt and ratify the Plan.
(w) PLAN: The Company's Option Adjustment Plan as described in
this document.
(x) SHARE: A share of the Company's ten cent ($0.10) par value
common stock.
2.2 GENDER AND NUMBER: Except as otherwise indicated by the context,
any masculine term used herein also includes the feminine; any singular term
includes the plural thereof; and any plural term includes the singular thereof.
2.3 TIME OF EXERCISE: Any action or right specified in the Plan may be
taken or exercised at any time and from time to time unless a specific time is
designated herein for the taking or exercise thereof.
2.4 AMENDMENTS: The Plan and each law and/or regulation mentioned
herein will be deemed to include each and every amendment thereof.
2.5 SEVERABILITY: If any provision of the Plan is held illegal or
invalid for any reason, the illegal or invalid provision will be severed and, to
the extent possible, the remaining provisions of the Plan will be enforced as if
such illegal or invalid provision had not been included herein.
3. SHARES SUBJECT TO THE PLAN
--------------------------
3.1 NUMBER OF AUTHORIZED SHARES: Subject to adjustment as provided in
this Article 3, the total number of Shares which may be issued and sold under
this Plan may not exceed 2,900,000 Shares and may include either authorized but
unissued or reacquired Shares.
3.2 LAPSED OPTIONS: If, for any reason, any Option granted hereunder is
canceled, terminates, expires or lapses as to any Shares, such Shares shall not
be added to the total Shares thereafter available for grant under the Plan.
3.3 ADJUSTMENTS: Subject to the terms of the Agreement on Employee
Matters, other provisions hereof notwithstanding, the Committee may make or
provide for such adjustments in either the Option Price of Shares or the number
of Shares available for and/or covered by Options as the Committee may determine
is equitably required as the result of (i) any change in the number of Shares
outstanding or the number or kind of any other of the Company's securities into
which Shares have been changed or for which they have been exchanged, (ii) any
reorganization or change in the Company's capital structure, or (iii) any other
corporate transaction or event having an effect similar to any of the foregoing.
<PAGE> 4
4. ADMINISTRATION
--------------
4.1 COMMITTEE: The Committee (or any other committee of not less than
three (3) Directors, which the Directors may appoint) will administer the Plan.
No member of the Committee may be an Employee.
4.2 POWER OF THE COMMITTEE: Subject to the terms of the Agreement on
Employee Matters and the ADR Agreement, the Committee will have full authority
and power to: (i) interpret and construe the Plan, any Option and Option granted
hereunder and any agreement or instrument entered into under the Plan; (ii)
establish, amend and/or waive rules and regulations for the Plan's
administration; and (iii) subject to Article 12, amend the terms and conditions
of any outstanding Option and any other agreement or instrument entered into
under the Plan to the extent such amendment is within the Committee's discretion
as provided in the Plan; provided, however, that the Committee shall have no
authority or discretion to reduce the Option Price of any outstanding Option
except pursuant to Section 3.3.
4.3 COMMITTEE DECISIONS: The Committee will make all determinations and
decisions hereunder by not less than a majority of its members. The Committee
may act or take action by written instrument or vote at a meeting convened after
reasonable notice, whether conducted by telephone or otherwise. Subject to the
terms of the Agreement on Employee Matters and the ADR Agreement, the
Committee's determinations and decisions hereunder, and related orders or
resolutions of the Directors, will be final, binding and conclusive on all
persons, including the Company, its shareholders, Participating Subsidiaries,
Employees, Former Employees, Participants and Beneficiaries.
4.4 DELEGATION: The Committee may delegate any authority or power
conferred to it under the Plan, except the powers specified in Section 5.1,
Section 6.4 and Section 6.5, as and to the extent permitted by law.
5. ELIGIBILITY AND PARTICIPATION
-----------------------------
5.1 ELIGIBILITY AND PARTICIPATION: Subject to the provisions of Section
6.1 of the Plan and the Agreement on Employee Matters, the Committee may
determine Employees and Former Employees to whom an Option will be granted.
5.2 LIMITATIONS: No Employee will have any right by reason of his
employment, service, or office to receive an Option under the Plan. Nothing
herein nor the grant of an Option shall be deemed to confer to any Participant
any right to continue in the Company's or GenCorp's employ, as the case may be,
or limit the Company's or GenCorp's right to terminate any Participant's
employment with such employee's respective employer. No Option will be granted
under the Plan other than pursuant to Section 6.1.
6. STOCK OPTIONS
-------------
6.1 GRANT: Immediately prior to the date of the Distribution (as such
term is defined in the Agreement on Employee Matters) Options shall be granted
under the Plan as follows:
<PAGE> 5
(a) Each holder of an exercisable GenCorp Option shall receive
an option for the same number of shares of the Company's common stock; PROVIDED,
HOWEVER, that (i) exercisable GenCorp Options held by the Chief Executive
Officer of GenCorp will be converted into 33 1/3% of the Company's options and
66 2/3% of GenCorp's options and (ii) exercisable GenCorp Options held by the
Chief Executive Officer of the Company will be converted into 66 2/3% of the
Company's options and 33 1/3% of GenCorp options.
(b) Each Employee of the Company or a Participating Subsidiary
of the Company that holds an unexercisable GenCorp Option will receive a number
of unexercisable options for the Company's common stock which will, based upon
(i) the market price of the Company's common stock immediately after the
Distribution and (ii) the exercise price for such options, have an aggregate
intrinsic value equal to that of the unexercisable GenCorp Options immediately
before the Distribution.
(c) For purposes of this section, any GenCorp Option that is
exercisable in part and unexercisable in part shall be deemed to constitute two
options: one to the extent exercisable and the other to the extent
unexercisable.
6.2 FORM: Each Option will be in writing which specifies the number of
Shares subject thereto, the Option Price, the duration thereof and such other
provisions as are set forth in the GenCorp Option with respect to which the
Option was granted.
6.3 OPTION PRICE: The Option Price for each Share subject to an Option
will have the value assigned to it pursuant to the terms and conditions of the
Agreement on Employee Matters.
6.4 DURATION: Each Option will expire at such time as is set forth in
the GenCorp Option with respect to which the Option was granted.
6.5 EXERCISE: Options granted hereunder may be exercisable at such
times and subject to such restrictions and conditions as are set forth in the
GenCorp Option with respect to which the Option was granted.
6.6 EXERCISE AND PAYMENT: Rights under an Option may be exercised in
respect of Shares only after the exercise dates determined in accordance with
Section 6.5 and except as the Committee otherwise may determine, must be
exercised in the following manner:
(a) WRITTEN NOTICE: The Participant must deliver to the
Company's Secretary written notice of exercise, which sets forth the number of
Shares in respect of which the Option is to be exercised and which must be not
less than one hundred (100) Shares unless the number of Shares then subject
thereto is less than one hundred.
(b) PAYMENT: The notice of exercise of an Option must be
accompanied by full payment of the Option Price for the Shares in full in either
(i) cash (U.S. Dollars) or its equivalent or (ii) other form of consideration
(including, without limitation, cash, Company securities or other property or
any combination thereof) as the Committee may determine.
<PAGE> 6
6.7 DELIVERY AND PAYMENT: As soon as practical after exercise of an
Option as provided in Section 6.7, the Company will deliver to the Participant a
certificate for the Shares purchased under such Option.
6.8 RESTRICTIONS ON SHARE TRANSFER: Restrictions on the transfer of
Shares acquired pursuant to an Option including, without limitation,
restrictions under applicable federal securities laws, the requirements of any
stock exchange or market upon which such Shares are then listed and/or traded,
and any blue sky or state securities laws applicable to such Shares shall remain
the same as such restrictions set forth in the GenCorp Option with respect to
which the Option was granted.
7. WITHHOLDING
-----------
7.1 TAX WITHHOLDING: The Company will have the power and the right to
deduct and withhold, or require a Participant to remit to the Company, an amount
sufficient to satisfy federal, state and local taxes (including the
Participant's FICA obligation) required by law to be withheld with respect to
any grant, exercise of right, or payment made under or as a result of this Plan.
7.2 SHARE WITHHOLDING: Unless the Committee otherwise determines,
Participants may elect to satisfy, in whole or in part, any tax withholding
requirement resulting from exercise of an Option or other taxable event
hereunder by having the Company withhold Shares having a Market Value on the
relevant date equal to the maximum amount of such withholding requirement.
8. BENEFICIARY DESIGNATION
-----------------------
8.1 DESIGNATION: A Participant may name any Beneficiary (contingently
or successively) to whom any benefit under an Option is to be paid if the
Participant dies before receiving such benefit. Absent such designation, any
benefit which is due but not paid to a Participant under an Option during his
lifetime will be payable to the Participant's estate.
8.2 EFFECTIVENESS: The designation of a Beneficiary will be effective
only when the Participant designates his Beneficiary in the form prescribed by
the Company and delivers it to the Company's Secretary during the Participant's
lifetime.
8.3 REVOCATION: The designation of a Beneficiary as herein provided
will revoke each prior designation of a Beneficiary by the Participant.
9. TRANSFER AND TERMINATION
------------------------
9.1 NONTRANSFERABILITY: No right under any Option granted hereunder may
be sold, transferred, pledged, assigned, alienated or hypothecated, or otherwise
transferred to another person, whether by operation of law or otherwise, except
by will, the laws of descent and distribution or a qualified domestic relations
order. Further, each Option granted to a Participant under the Plan will be
exercisable solely by the Participant during his lifetime.
<PAGE> 7
9.2 TERMINATION: Subject to Section 10.2 of the Plan, any Option
granted under the Plan will lapse automatically or terminate in accordance with
the terms as set forth in the GenCorp Option with respect to which the Option
was granted.
10. RIGHTS OF EMPLOYEES
-------------------
10.1 EMPLOYMENT: Nothing in the Plan (including, without limitation,
the grant of an Option) will interfere with or limit the right of the Company, a
Participating Subsidiary, GenCorp or any subsidiary of GenCorp to terminate any
Participant's employment, nor confer to any Employee or Former Employee any
right to continue or to obtain a position of employment with the Company, a
Participating Subsidiary, GenCorp or any subsidiary of GenCorp.
10.2 TRANSFER: For purposes of the Plan, transfer of a Participant's
employment (i) between GenCorp or any subsidiary or GenCorp, on the one hand,
and the Company or a Participating Subsidiary, on the other hand, in connection
with the Distribution, (ii) between GenCorp and any subsidiary of GenCorp or
(iii) between the Company and a Participating Subsidiary will not be deemed a
termination of employment, as such termination of employment is set forth in the
GenCorp Option with respect to which the Option was granted.
10.3 COMPENSATION: No benefit or other amount paid to a Participant
pursuant to the Plan and/or any Option will be included in the Participant's
compensation or earnings for purposes of any pension or other employee benefit
plan of the Company or any Participating Subsidiary.
11. DISPUTES
--------
11.1 DISPUTES: Subject to the terms of the ADR Agreement, the Committee
will have full and exclusive authority to determine all disputes and
controversies concerning the interpretation of the Plan and any Option granted
hereunder to the fullest extent permitted by law.
11.2 NOTICE: If any Participant disputes any decision or determination
by the Company or any Participating Subsidiary concerning the administration of
the Plan or any provision of the Plan or any Option granted hereunder, the
Participant must give written notice to the Committee as to such dispute at
least ninety (90) days prior to commencing any lawsuit or legal proceeding in
connection therewith. The Participant must give such notice by delivering to the
Company's Secretary written notice which identifies the dispute and any
provision of the Plan or Option in question. Such notice will be a condition of
such Option and failure to satisfy such condition will extinguish all rights of
the Participant in respect of any Shares subject to the relevant Option, whether
or not exercisable.
11.3 DECISION: Promptly (but within seventy-five (75) days after notice
of dispute), the Committee will review and decide the dispute and give the
Participant written notice of its decision. Except as provided in Section 11.4
or the ADR Agreement, the Committee's decision will be final and binding on the
Company, the Company's shareholders, Participating Subsidiaries, and the
Participant (including his Beneficiary).
<PAGE> 8
11.4 LAWSUIT: A Participant may institute a lawsuit in connection with
the Committee's decision involving his rights under an Option within one hundred
and eighty (180) days after receiving the Committee's decision, but such lawsuit
will be limited to whether the Committee acted in good faith and its faith and
its decision was reasonable under the circumstances and in light of the
information available to and considered by the Committee.
12. AMENDMENT AND TERMINATION
-------------------------
12.1 AMENDMENT AND TERMINATION: With the approval of the Directors, the
Committee may amend, modify or terminate the Plan. However, without the approval
of the Company's shareholders (as may be required by any national securities
exchange or system on which the Shares are then listed or reported, or a
regulatory body having jurisdiction with respect hereto), no such amendment,
modification or termination may:
(a) Increase the total number of Shares which may be issued
under this Plan, except as provided in Section 3.3 or as may be necessary to
implement the terms and conditions of the Agreement on Employee Matters; or
(b) Change the class of Employees or Former Employees eligible
to participate in the Plan; or
(c) Materially increase the benefits of a Participant under an
Option.
12.2 LIMITATION: Except as provided in Section 3.3, no amendment,
modification or termination of the Plan will adversely affect any Participant's
rights under an Option previously granted under the Plan, without the written
consent of the Participant.
13. INDEMNIFICATION
---------------
13.1 INDEMNITY: The Company will defend and indemnify each person who
is or has been a member of the Committee in respect of any claim which is
asserted against him and is based on his action or failure to take action under
or in connection with the Plan or any agreement related to the Plan; provided
that such person gives the Company notice of such claim, cooperates with the
Company in defense of such claim, permits the Company to control the defense of
such claim prior to his undertaking any defense on his own behalf and confers to
the Company full authority to compromise and settle the claim.
13.2 ADDITIONAL RIGHT: The indemnity provided under Section 13.1 will
be in addition to, and not in lieu of, any other right of indemnification to
which such person may be entitled under the Company's Amended and Restated Code
of Regulations, as a matter of law or otherwise, and will not exclude any other
power that the Company may have to defend and indemnify him.
14. REQUIREMENTS OF LAW
-------------------
14.1 REQUIREMENTS OF LAW: The granting of Options and the issuance of
Shares under the Plan will be subject to all applicable laws, rules, and
regulations, and to such approvals by any governmental agencies or national
securities exchanges as may be required.
<PAGE> 9
14.2 GOVERNING LAW: To the extent not preempted by federal law, the
Plan and all Options hereunder will be governed by and interpreted in accordance
with the laws of the State of Ohio.
<PAGE> 1
Exhibit 5.1
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September 30, 1999
The Board of Directors of
OMNOVA Solutions Inc.
175 Ghent Road
Fairlawn, Ohio 44333
RE: OMNOVA SOLUTIONS INC. OPTION ADJUSTMENT PLAN
Ladies and Gentlemen:
I am Senior Vice President, Law and General Counsel of OMNOVA
Solutions Inc., an Ohio corporation (the "Company") and as such I am familiar
with the circumstances surrounding the adoption and administration of the
Company's Option Adjustment Plan (the "Plan"). In my capacity as counsel, I or a
member of my staff has examined the originals, or certified, conformed or
reproduction copies of all records, agreements, instruments and documents, and
have reviewed such matters of law as I have deemed necessary for purposes of
this opinion, and based thereupon I am of the opinion that the shares of the
Company's Common Stock, par value $0.10 per share, that may be issued and sold
pursuant to the Plan (and any agreements related to options granted under the
Plan) are duly authorized and will be, when issued and sold in accordance with
the Plan and any such agreements and upon the Company's receipt of legal
consideration therefor, validly issued, fully paid and non-assessable.
I hereby consent to the filing of this opinion as Exhibit 5.1
to any Registration Statement on Form S-8 filed by the Company to effect
registration under the Securities Act of 1933 of the shares to be issued and
sold pursuant to the Plan.
Very truly yours,
/s/ James C. LeMay
------------------
James C. LeMay
Senior Vice President, Law and
General Counsel
<PAGE> 1
Exhibit 23.2
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Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the OMNOVA Solutions Inc. Option Adjustment Plan of our
report dated April 14, 1999, with respect to the combined balance sheets of
OMNOVA Solutions Inc. (the Performance Chemicals and Decorative & Building
Products businesses of GenCorp Inc.) as of November 30, 1998 and 1997, and the
related statements of combined income, divisional equity and cash flows for each
of the three years in the period ended November 30, 1998, included in its
Registration Statement on Form 10, filed with the Securities and Exchange
Commission.
/s/ Ernst & Young LLP
Ernst & Young LLP
Akron, Ohio
September 30, 1999
<PAGE> 1
Exhibit 23.3
------------
Consent of Independent Public Accountants
As independent public accountants, we hereby consent to the incorporation by
reference in this Form S-8 registration statement of our report on the
consolidated financial statements of Sequa Chemicals Corporation, dated March
31, 1999, included in OMNOVA Solutions Inc.'s registration statement on Form
10/A (Amendment No.3), and to all references to our Firm included in this
registration statement.
/s/ Arthur Andersen LLP
Arthur Andersen LLP
September 30, 1999
<PAGE> 1
Exhibit 23.4
------------
Consent of Independent Accountants
- ----------------------------------
We agree to the incorporation by reference in the registration statement on
Form S-8 pertaining to the OMNOVA Solutions Inc. Option Adjustment Plan of our
report, dated May 27, 1999, on our audit of the combined financial statements
of the European Commercial Wallcoverings Business, included in the registration
statement on Form 10 of OMNOVA Solutions Inc., filed with Securities and
Exchange Commission.
/s/ PricewaterhouseCoopers
PricewaterhouseCoopers
St. Albans, England
September 30, 1999
<PAGE> 1
Exhibit 24.1
------------
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director
and Officer of OMNOVA Solutions Inc. hereby constitutes and appoints James C.
LeMay and Cynthia A. Slack, and each of them severally (each with full power to
act alone), 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 prepare and sign, with the advice of counsel, a
Registration Statement on Form S-8, and any amendments thereto, in connection
with the OMNOVA Solutions Inc. Option Adjustment Plan and to file the same with
all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact or agents or any of them, or their or his or her
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
This Power of Attorney expires November 30, 1999.
Dated: September 27, 1999 /s/ John B. Yasinsky
--------------------
John B. Yasinsky
Director and Chief Executive Officer
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director
and Officer of OMNOVA Solutions Inc. hereby constitutes and appoints James C.
LeMay and Cynthia A. Slack, and each of them severally (each with full power to
act alone), 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 prepare and sign, with the advice of counsel, a
Registration Statement on Form S-8, and any amendments thereto, in connection
with the OMNOVA Solutions Inc. Option Adjustment Plan and to file the same with
all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact or agents or any of them, or their or his or her
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
This Power of Attorney expires November 30, 1999.
Dated: September 27, 1999 /s/ Michael E. Hicks
--------------------
Michael E. Hicks
Director and Chief Financial Officer
<PAGE> 2
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director
of OMNOVA Solutions Inc. hereby constitutes and appoints James C. LeMay and
Cynthia A. Slack, and each of them severally (each with full power to act
alone), 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 prepare and sign, with the advice of counsel, a
Registration Statement on Form S-8, and any amendments thereto, in connection
with the OMNOVA Solutions Inc. Option Adjustment Plan and to file the same with
all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact or agents or any of them, or their or his or her
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
This Power of Attorney expires November 30, 1999.
Dated: September 27, 1999 /s/ Nathaniel J. Mass
---------------------
Nathaniel J. Mass
Director
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director
of OMNOVA Solutions Inc. hereby constitutes and appoints James C. LeMay and
Cynthia A. Slack, and each of them severally (each with full power to act
alone), 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 prepare and sign, with the advice of counsel, a
Registration Statement on Form S-8, and any amendments thereto, in connection
with the OMNOVA Solutions Inc. Option Adjustment Plan and to file the same with
all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact or agents or any of them, or their or his or
her substitute or substitutes, may lawfully do or cause to be done by virtue
hereof. This Power of Attorney expires November 30, 1999.
Dated: September 27, 1999 /s/ James C. LeMay
------------------
James C. LeMay
Director
