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As filed with the Securities and Exchange Commission on October 7, 1999
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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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
(330) 869-4200
(Address, Including Zip Code, and Telephone Number, Including Area Code,
of Registrant's Principal Executive Offices)
CYNTHIA A. SLACK, ESQ.
OMNOVA SOLUTIONS INC.
175 GHENT ROAD
FAIRLAWN, OHIO 44333
(330) 869-4200
(Name, Address, Including Zip Code, and Telephone Number, Including
Area Code, of Agent For Service)
Copies to:
CHRISTOPHER M. KELLY, ESQ.
JONES, DAY, REAVIS & POGUE
NORTH POINT
901 LAKESIDE AVENUE
CLEVELAND, OHIO 44114
(216) 586-3939
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after the effective date of this registration statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, check the following
box. [ ]
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: [ ]
CALCULATION OF REGISTRATION FEE
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TITLE OF SHARES AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM
TO BE TO BE AGGREGATE PRICE AGGREGATE OFFERING
REGISTERED REGISTERED (1) PER SHARE (1) PRICE (1)
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Common Stock, par value $.10 per share.... 1,100,000 Shares $10.125 $11,137,500
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TITLE OF SHARES
TO BE AMOUNT OF
REGISTERED REGISTRATION FEE
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Common Stock, par value $.10 per share.... $3,097
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(1) Estimated solely for the purpose of calculating 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. (the "Common Stock") on the New York Stock Exchange on
October 5, 1999. Reflects shares of common stock that may be purchased
pursuant to the options described herein.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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We will amend and complete the information in this prospectus. Although
permitted by US federal securities laws to offer these securities using this
prospectus, we cannot sell them or accept your offer to buy them until the
documentation filed with the SEC relating to these securities has been declared
effective by the SEC. This prospectus is not an offer to sell these securities
or our solicitation of your offer to buy these securities in any jurisdiction
where that would not be permitted or legal.
SUBJECT TO COMPLETION -- OCTOBER 7, 1999
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PROSPECTUS
, 1999
OMNOVA Solutions Inc.
1,100,000 SHARES OF COMMON STOCK
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OMNOVA THE OFFERING
- - Our performance chemicals segment - OMNOVA is offering 1,100,000 shares of common stock
manufactures high emulsion polymers and covered by options granted to active and former employees
specialty chemicals used as coatings, of GenCorp Inc. and its subsidiaries that may be
binders, adhesives and additives. exercised from time to time.
- - Our decorative & building products - These options were granted as part of the equitable
segment designs and manufactures a adjustment to GenCorp options related to GenCorp's spin
comprehensive line of decorative and off of OMNOVA to GenCorp shareholders.
performance-enhancing surfacing - The exercise price of each option will depend on the
products. ratio of the exercise price to market price of the
- - OMNOVA Solutions Inc. existing GenCorp option to which the OMNOVA option
175 Ghent Road relates.
Fairlawn, Ohio 44333 - If the options are exercised in full, OMNOVA expects to
(330) 869-4200 receive approximately $8,000,000.
NYSE SYMBOL: OMN - There is an existing trading market for these shares. The
reported last sales price on October 5, 1999 was $10 1/4
per share.
- OMNOVA plans to use the proceeds from the offering for
working capital and other general corporate purposes.
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THIS INVESTMENT INVOLVES RISK. SEE "RISK FACTORS" BEGINNING ON PAGE 3.
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Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
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PROSPECTUS SUMMARY
You should read the following summary together with the more detailed
information and the financial statements and related notes that are included
elsewhere in this prospectus and in the documents that we incorporate by
reference into this prospectus. You may obtain the information incorporated by
reference into this prospectus without charge by following the instructions in
the "Where You Can Find More Information" section of this prospectus.
OMNOVA SOLUTIONS INC.
Until October 1, 1999, OMNOVA was a wholly owned subsidiary of GenCorp. On
October 1, 1999, GenCorp made a special dividend to its shareholders, on a share
for share basis, of all outstanding shares of OMNOVA stock. Prior to the special
dividend, GenCorp transferred to OMNOVA GenCorp's performance chemicals and
decorative & building products businesses and some corporate assets. In exchange
for those assets, OMNOVA issued to GenCorp additional shares of OMNOVA common
stock and assumed some liabilities of GenCorp related to the assets and
businesses transferred.
OMNOVA develops, manufactures and markets emulsion polymers, specialty
chemicals and decorative & building products for a variety of industrial,
commercial and consumer markets. The performance chemicals segment's broad range
of emulsion polymers and specialty chemicals are used as coatings, binders,
adhesives, and additives for paper, carpet, textile and various other
industries. The decorative & building products segment designs, manufactures and
markets a comprehensive line of polyvinyl chloride and paper-based decorative
and performance-enhancing surface products including wallcovering, coated
fabrics, vinyl woodgrain and paper laminates and graphic arts and industrial
films, as well as membrane systems for roofing. Markets served include
furniture, transportation, construction, remodeling, interior decorating and
graphic arts.
THE OPTIONS
In connection with the spin off of OMNOVA by GenCorp, each exercisable
option for GenCorp common stock granted under GenCorp's 1993 and 1997 stock
option plans was split into options to acquire GenCorp common stock and OMNOVA
common stock. The number of options in each company is equal to the number of
exercisable options under the GenCorp stock option plans. The exercise price of
each resulting option bears the same ratio to the market price, immediately
after the spin off, of the respective company's stock, as the exercise price of
the original GenCorp option bore to the market price of GenCorp shares
immediately before the spin off. The vesting provisions and option periods of
the OMNOVA adjustment options are the same as for the original GenCorp options.
This prospectus relates to shares of OMNOVA common stock issuable under OMNOVA
adjustment options granted to active and former employees of GenCorp and its
subsidiaries.
THE OFFERING
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Securities offered................... Up to 1,100,000 shares of OMNOVA common stock
issuable upon the exercise from time to time of
adjustment options granted to active and former
employees of GenCorp and its subsidiaries.
OMNOVA Common Stock Outstanding...... Immediately after the spin off, there were
41,797,551 shares of OMNOVA common stock issued
and outstanding.
Use of proceeds by OMNOVA............ For working capital and other general corporate
purposes.
NYSE Symbol.......................... OMN
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RISK FACTORS
An investment in OMNOVA common stock involves risk. In addition to the
other information contained or incorporated by reference in this prospectus, you
should carefully consider the following risk factors in deciding whether to
invest in OMNOVA common stock.
OMNOVA'S ABSENCE OF HISTORY AS AN INDEPENDENT COMPANY MAKES IT DIFFICULT TO
PREDICT FUTURE PERFORMANCE.
OMNOVA's business has historically been conducted by GenCorp as part of its
overall operations. Therefore, OMNOVA does not have an operating history as an
independent company. OMNOVA was formed in June 1999 solely for the purpose of
effecting the spin off. Therefore, the financial information incorporated by
reference in this prospectus does not necessarily reflect the financial
position, results of operations and cash flows of OMNOVA had OMNOVA been
operated independently during the periods presented. As a stand-alone company,
OMNOVA's results of operations may or may not continue at a level similar to its
results of operations while a part of GenCorp. OMNOVA also believes that its
general and administrative expenses will be higher than the expenses reflected
in the historical financial statements of its business.
OMNOVA MAY NOT BE ABLE TO CONSUMMATE OR INTEGRATE EFFECTIVELY ACQUISITIONS AND
ITS RESULTS MAY BE ADVERSELY AFFECTED.
OMNOVA's performance chemicals and decorative & building products
businesses have completed five acquisitions since the beginning of fiscal 1997.
In addition, OMNOVA's business strategy contemplates continued expansion,
including growth through future acquisitions. However, OMNOVA's ability to
consummate and integrate effectively any future acquisitions on terms that are
favorable to OMNOVA may be limited. OMNOVA may not have adequate financial
resources to consummate any acquisitions. In addition, OMNOVA's ability to issue
additional equity securities to raise capital or consummate acquisitions may be
impaired, for a period of time after the spin off, as a result of the tax
indemnity given by OMNOVA with respect to the tax-free nature of the spin off.
INCREASING COSTS FOR RAW MATERIALS MAY ADVERSELY AFFECT OMNOVA'S PROFITABILITY.
OMNOVA's performance chemicals segment uses monomers extensively in its
products. In addition, OMNOVA's decorative & building products segment uses
polyvinyl chloride resins extensively in its products. The cost of these raw
materials has a significant impact on OMNOVA's profitability. A significant
increase in the price of either or both of these raw materials could materially
increase OMNOVA's operating costs and materially adversely affect its profit
margins. Raw materials prices for decorative & building products have recently
shown signs of an upward trend. While OMNOVA generally attempts to pass
increased raw materials prices onto its customers in the form of price
increases, there has historically been a time delay between increased raw
materials prices and the ability to increase product prices. In addition, OMNOVA
may not be able to increase its prices sufficiently to cover any significant raw
materials cost increases.
ENVIRONMENTAL LAWS, REGULATIONS AND LIABILITIES COULD ADVERSELY AFFECT OMNOVA'S
RESULTS OF OPERATIONS.
The business operations of OMNOVA, like those of other companies in the
industries in which OMNOVA operates, are subject to numerous foreign, federal,
state and local environmental laws and regulations. These laws and regulations
not only affect OMNOVA's current operations, but also could impose liability on
OMNOVA for past operations that were conducted in compliance with then
applicable laws and regulations. OMNOVA anticipates that these laws and
regulations will become increasingly stringent.
PROTRACTED WORK STOPPAGES COULD ADVERSELY AFFECT OMNOVA'S RESULTS OF OPERATIONS.
Approximately 28% of OMNOVA's employees are covered by collective
bargaining agreements. Any protracted work stoppages in one or more facilities
could materially adversely affect OMNOVA's results of operations.
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INTENSE COMPETITION COULD ADVERSELY AFFECT OMNOVA'S COMPETITIVE POSITION OR
RESULTS OF OPERATIONS.
The markets for OMNOVA's businesses are highly competitive and actions by
its competitors could adversely affect its competitive position. In particular,
the performance chemicals segment competes against a few large competitors that
have financial, personnel, marketing and other resources that are greater than
OMNOVA's resources.
RISKS ASSOCIATED WITH FOREIGN OPERATIONS COULD ADVERSELY AFFECT OMNOVA'S RESULTS
OF OPERATIONS.
OMNOVA has foreign operations. Foreign operations subject OMNOVA to the
risks of doing business abroad, including:
- currency fluctuations;
- difficulties in staffing and managing foreign operations; and
- adverse tax consequence from operating in multiple jurisdictions.
Any of these factors could have a material adverse effect on OMNOVA's
financial position and results of operations.
OMNOVA MAY BE LIABLE FOR GENCORP'S TAX LIABILITY RELATED TO THE SPIN OFF OF
OMNOVA COMMON STOCK BY GENCORP.
In connection with the tax-free spin off of OMNOVA common stock by GenCorp
to its shareholders in October 1999, OMNOVA agreed not to take any action that
would cause the spin off to be taxable to GenCorp under section 355 of the
Internal Revenue Code. OMNOVA also agreed to indemnify GenCorp for any liability
suffered by it if OMNOVA were to take any action, or others were to take actions
related to OMNOVA common stock, that would cause the spin off to be taxable to
GenCorp. The spin off would become taxable to GenCorp on a presumptive basis, if
50.0% or more of OMNOVA's common stock is acquired during a period of time after
the spin off. Accordingly, OMNOVA's ability to raise capital or consummate
acquisitions through additional issuances of equity securities may be impaired
during this period. If the Internal Revenue Service were to assert that any
future transactions involving OMNOVA common stock resulted in the spin off being
taxable to GenCorp on a presumptive basis, we cannot assure you, in light of the
lack of specific guidance in this area of the tax law, that OMNOVA could
successfully rebut the presumption. In addition, OMNOVA is liable as a member of
GenCorp's consolidated group, for any tax imposed on GenCorp. GenCorp has
indemnified OMNOVA for all spin off related taxes other than as described above.
If any tax liability related to the spin off became due and payable by OMNOVA,
the payment of such liability would have a material adverse effect on OMNOVA's
financial condition.
AN ACTIVE TRADING MARKET MIGHT NOT DEVELOP FOR OMNOVA COMMON STOCK AND TRADING
PRICES ARE UNCERTAIN.
OMNOVA common stock is listed on the NYSE. However, "regular way" trading
only started on October 4, 1999 and an active market may not develop. There can
be no assurance regarding the prices at which the OMNOVA common stock will
trade. Until the OMNOVA common stock is fully distributed and an orderly market
develops, the prices at which the stock trades may fluctuate significantly.
Prices for the OMNOVA common stock will be determined in the marketplace and may
be influenced by many factors, including, without limitation, (1) the depth and
liquidity of the market for the OMNOVA common stock; (2) investors' perceptions
of OMNOVA and the industries in which it participates; (3) OMNOVA's dividend
policy; and (4) changes in government regulation and general economic and market
conditions.
Virtually all of the shares of outstanding OMNOVA common stock are eligible
for immediate resale in the public market. Any sales of substantial amounts of
OMNOVA common stock in the public market, or the perception that sales of
substantial amounts might occur, whether as a result of the spin off or
otherwise, could materially adversely affect the market price of OMNOVA common
stock.
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OMNOVA MAY NOT PAY DIVIDENDS.
The dividend policy of OMNOVA will be determined by its Board of Directors.
The future payment of any dividends by OMNOVA will be based on the results of
operations and financial condition of OMNOVA and other business considerations
that its Board of Directors considers relevant. Although OMNOVA currently
intends to pay dividends in the future, we cannot assure you that OMNOVA will
pay any dividends.
EMPLOYEES OF GENCORP MAY HAVE THE POWER TO INFLUENCE MATTERS BROUGHT BEFORE THE
SHAREHOLDERS OF OMNOVA FOR APPROVAL AND SUBSTANTIAL SALES BY THOSE EMPLOYEES MAY
ADVERSELY AFFECT THE MARKET PRICE OF THE OMNOVA COMMON STOCK.
Immediately after the spin off, GenCorp employees participating in the
GenCorp/OMNOVA retirement savings plans beneficially owned approximately 11% of
the outstanding shares of OMNOVA common stock, based on the share ownership of
GenCorp common stock on September 27, 1999. Voting of shares by participants in
the plans or by the plans' Benefit Management Committee could significantly
influence the outcome of matters submitted to the shareholders of OMNOVA for
approval. The Benefits Management Committee is comprised of officers of GenCorp
and OMNOVA. Sales of any significant amount of OMNOVA common stock by the
trustee in response to withdrawals or fund transfers by GenCorp employees could
adversely affect the market price of the OMNOVA common stock.
ANTI-TAKEOVER PROVISIONS MAY AFFECT THE MARKETABILITY AND MARKET PRICE OF
OMNOVA'S COMMON STOCK.
The articles of incorporation and code of regulations of OMNOVA, as well as
Ohio statutory law, contain provisions that may have the effect of discouraging
an acquisition of control of OMNOVA not approved by its Board. These provisions
may also have the effect of discouraging third parties from making proposals
involving an acquisition or change of control of OMNOVA, although any proposals,
if made, might be considered desirable by a majority of OMNOVA's shareholders.
These provisions could also have the effect of making it more difficult for
third parties to replace current management of OMNOVA without the concurrence of
its Board. The existence of these provisions may adversely affect the
marketability and market price of OMNOVA common stock.
THE YEAR 2000 PROBLEM MAY DISRUPT OMNOVA'S OPERATIONS.
OMNOVA is currently engaged in a comprehensive project to upgrade its
information, technology, manufacturing and facilities computer hardware and
software programs to address the Year 2000 issue at its domestic and
international businesses. OMNOVA believes that approximately 90% of its systems
are Year 2000 ready as of August 31, 1999, and the remainder will be Year 2000
ready by October 31, 1999.
Based upon currently available information and considering OMNOVA's
decentralized systems and Year 2000 efforts, management believes that the most
reasonably likely worst case scenario could result in minor short-term business
interruptions. OMNOVA is preparing contingency plans which include alternative
sourcing to minimize any disruptions to its businesses resulting from a vendor
or supplier not being Year 2000 ready. However, failure by OMNOVA and/or its
vendors and customers to complete Year 2000 readiness work in a timely manner
could have a material adverse effect on some of OMNOVA's operations. OMNOVA's
exposure could increase or its timetable for Year 2000 readiness could be
delayed as a result of any new acquisitions.
WE HAVE MADE STATEMENTS CONCERNING FUTURE FINANCIAL RESULTS WHICH ARE SUBJECT TO
RISKS AND UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY
FROM THOSE EXPRESSED IN THESE STATEMENTS.
This prospectus contains and incorporates by reference statements that are
forward-looking in nature. These statements include comments regarding the
intent, belief or current expectations of OMNOVA, its directors or officers. All
statements other than statements of historical facts are forward-looking
statements. Forward-looking statements are typically identified by the words
"believe," "expect," "anticipate," "intend," "estimate" and similar expressions.
Although these forward-looking statements, and the assumptions upon which they
are based, reflect current reasonable judgments regarding the direction of the
businesses of OMNOVA, actual results will almost always vary, sometimes
materially. OMNOVA makes no commitment to revise or update any
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forward-looking statements in order to reflect events or circumstances after the
date the statement is made. In addition to the information contained or
incorporated in this prospectus, including, without limitation, the information
under "Risk Factors" and "Management's Discussion and Analysis of Financial
Condition and Results of Operations" in OMNOVA's Form 10, which identifies
important factors that could affect actual results, other factors could affect
actual results, including, without limitation:
- General economic trends affecting OMNOVA's markets.
- Governmental and regulatory policies including environmental regulations.
- OMNOVA's acquisition activities.
- Raw material prices for chemical feed stocks including polyvinyl
chloride, styrene and butadiene.
- The ability of OMNOVA and its customers and vendors to successfully
modify and convert their systems to be Year 2000 ready.
- Fluctuations in exchange rates of foreign currencies and other risks
associated with foreign operations.
Additional risk factors may be described from time to time in OMNOVA's
filings with the Securities and Exchange Commission. All of these risk factors
are difficult to predict, contain material uncertainties that may affect actual
results and may be beyond OMNOVA's control. Any forward-looking statements are
expressly qualified in their entirety by these factors.
USE OF PROCEEDS
OMNOVA estimates the net proceeds from the sale of the 1,100,000 shares of
common stock issuable upon exercise of the adjustment options granted to active
and former employees of GenCorp and its subsidiaries will be about $8 million if
all options are exercised in full. OMNOVA will use any proceeds from the
exercise of options for working capital and other general corporate purposes.
PLAN OF DISTRIBUTION
Immediately prior to the spin off, approximately 231 active and former
employees of GenCorp and its subsidiaries (other than OMNOVA) held exercisable
options to purchase up to 1,100,000 shares of GenCorp common stock issued under
GenCorp's 1993 and 1997 stock option plans. Under the GenCorp option plans and
the terms of agreements related to the spin off, exercisable GenCorp options
were split into options to acquire GenCorp common stock and OMNOVA common stock
in order to preserve the financial value of the exercisable GenCorp options.
Therefore, OMNOVA issued options to purchase up to 1,100,000 shares of OMNOVA
common stock to active and former employees of GenCorp and its subsidiaries. Any
shares acquired on exercise of the options will be issued pursuant to the
registration statement of which this prospectus is a part.
The options were issued pursuant to OMNOVA's Option Adjustment Plan, which
was created for the purpose of issuing adjustment and replacement options with
respect to GenCorp options outstanding at the time of the spin off. The plan
provides for the issuance of up to 4 million shares of OMNOVA common stock upon
the exercise of adjustment and replacement options. The number of shares may be
adjusted to reflect reorganizations, changes in OMNOVA's capital structure and
similar transactions or events. This prospectus relates only to shares of OMNOVA
common stock issuable upon the exercise of adjustment options granted to active
and former employees of GenCorp and its subsidiaries.
In connection with the spin off and pursuant to the plan, persons who held
exercisable GenCorp options generally received an additional OMNOVA option for
the same number of shares of OMNOVA common stock. The exercise price of the
OMNOVA option bears the same ratio to OMNOVA's market price immediately after
the spin off as the original related GenCorp options exercise price bore to
GenCorp's market price immediately before the spin off. The other terms of each
OMNOVA option are the same as the terms of the original GenCorp option to which
it relates.
The plan has been filed as an exhibit to the registration statement of
which this prospectus is a part.
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LEGAL MATTERS
Legal matters in connection with the offering described in this prospectus
will be passed upon for OMNOVA by James C. LeMay, OMNOVA's Senior Vice
President, Law and General Counsel. As of October 6, 1999, Mr. LeMay
beneficially owned 12,323 shares of OMNOVA common stock.
EXPERTS
Ernst & Young LLP, independent auditors, have audited our combined
financial statements included in our Form 10/A (Amendment No. 3) as of November
30, 1998 and 1997 and for each of the three years in the period ended November
30, 1998, as set forth in their report, which is incorporated by reference in
this prospectus and elsewhere in the registration statement. Our financial
statements are incorporated by reference in reliance on Ernst & Young LLP's
report, given on their authority as experts in accounting and auditing.
The financial statements of Sequa Chemicals Corporation as of October 28,
1998 and for the period from January 1, 1998 to October 28, 1998, included in
OMNOVA's Form 10 have been audited by Arthur Andersen LLP, independent public
accountants, as indicated in their report with respect thereto and are
incorporated in this prospectus in reliance upon the authority of said firm as
experts in accounting and reporting in giving said report.
The financial statements of the European Commercial Wallcoverings Business
as of January 31, 1997 and 1998 and for the years then ended, included in
OMNOVA's Form 10, have been audited by PricewaterhouseCoopers, independent
accountants, as stated in their report appearing in the Form 10, which is
incorporated in this prospectus.
WHERE YOU CAN FIND MORE INFORMATION
AVAILABLE INFORMATION
We file reports, proxy statements, and other information with the
Securities and Exchange Commission. These reports, proxy statements, and other
information can be read and copied at the Commission's Public Reference Room at
450 Fifth Street, N.W., Washington, D.C. 20549. Please call the Commission at
1-800-SEC-0330 for further information on the Public Reference Room. The
Commission maintains an internet site at http://www.sec.gov that contains
reports, proxy and information statements and other information regarding
issuers that file electronically with the Commission, including our company. In
addition, our common stock is listed on the NYSE and our reports and other
information can be inspected at the offices of the NYSE, 20 Broad Street, New
York, New York 10005.
We have filed a registration statement on Form S-3 with the Commission with
respect to the securities offered hereby. As permitted by the rules and
regulations of the Commission, this prospectus omits certain information,
exhibits and undertakings contained in the Form S-3. You can obtain the
additional information from the Commission as described above.
INCORPORATION BY REFERENCE
The Commission allows us to "incorporate by reference" the documents that
we file with the Commission. This means that we can disclose information to you
by referring you to those documents. Any information we incorporate in this
manner is considered part of this prospectus. Any information we file with the
Commission after the date of this prospectus and until this offering is
completed will automatically update and supersede the information contained in
this prospectus.
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We incorporate by reference the following documents that we have filed with
the Commission and any filings that we will make with the Commission in the
future under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act
of 1934 until this offering is completed:
- Registration Statement on Form 10, as amended;
- Current Report on Form 8-K dated September 24, 1999 and filed on
September 24, 1999; and
- A description of our common stock contained under the heading "Item 11.
Description of Registrant's Securities to be Registered" in the Form 10,
as amended.
We will provide without charge, upon written or oral request, a copy of any
or all of the documents which are incorporated by reference into this
prospectus. Requests should be directed to: OMNOVA Solutions Inc., Attention:
Secretary, 175 Ghent Road, Fairlawn, Ohio 44333; telephone number: 330-869-4200.
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, 1999
OMNOVA SOLUTIONS INC.
1,100,000 Shares of Common Stock
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PROSPECTUS
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We have not authorized any dealer, salesperson or other person to give you
written information other than this prospectus or to make representations as to
matters not stated in this prospectus. You must not rely on unauthorized
information. This prospectus is not an offer to sell those securities or our
solicitation of your offer to buy the securities in any jurisdiction where that
would not be permitted or legal. Neither the delivery of this prospectus or any
sales made hereunder after the date of this prospectus shall create an
implication that the information contained herein or the affairs of the company
have not changed since the date hereof.
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PART II
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
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SEC Registration Fee........................................ $ 3,097
Listing Fee*................................................ 5,388
Legal fees and expenses..................................... 15,000
Accounting fees and expenses................................ 8,000
Miscellaneous............................................... 515
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Total............................................. $32,000
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* Estimate
ITEM 15. 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.
ITEM 16. EXHIBITS.
See the Exhibit Index on page X-1 of this Form S-3 for a list of exhibits
filed or to be filed as part of this Form S-3.
ITEM 17. 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 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 15(d) of the
II-1
<PAGE> 12
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 and 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 provisions described under Item 20 above 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 expense 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 against the registrant 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.
(i) The undersigned registrant hereby undertakes that:
(i) For the purpose of determining any liability under the Securities
Act of 1933, the information omitted from the form of prospectus filed as
part of this Registration Statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the Company pursuant to Rule
424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be
part of this Registration Statement as of the time it was declared
effective.
(ii) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus 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.
II-2
<PAGE> 13
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, OMNOVA
Solutions Inc. certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Cleveland, State of Ohio, on October 7, 1999.
OMNOVA Solutions Inc.
By: /s/ MICHAEL E. HICKS
-------------------------------------
Michael E. Hicks, Senior Vice
President
and Chief Financial Officer
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 as indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
* Chairman, Chief Executive Officer and Director
- ------------------------------------------------ (Principal Executive Officer)
John B. Yasinsky
* Senior Vice President and Chief Financial Officer
- ------------------------------------------------ (Principal Financial Officer)
Michael E. Hicks
* Director-Audit, Accounting & Tax (Principal
- ------------------------------------------------ Accounting Officer)
Patricia J. Parr
* Director
- ------------------------------------------------
Edward P. Campbell
* Director
- ------------------------------------------------
Charles A. Corry
* Director
- ------------------------------------------------
Diane E. McGarry
* Director
- ------------------------------------------------
Steven W. Percy
* Director
- ------------------------------------------------
Dr. R. Byron Pipes
</TABLE>
* Cynthia A. Slack, by signing her name hereto, does hereby execute this
Registration Statement on behalf of the directors and officers of the
Registrant indicated above by asterisks, pursuant to powers of attorney duly
executed by such directors and officers, which are filed herewith with the
Securities and Exchange Commission on behalf of such directors and officers.
Dated: October 7, 1999 By: /s/ CYNTHIA A. SLACK
------------------------------------
Cynthia A. Slack
Attorney-in-Fact
II-3
<PAGE> 14
OMNOVA SOLUTIONS INC.
EXHIBIT INDEX TO
REGISTRATION STATEMENT ON FORM S-3
<TABLE>
<CAPTION>
EXHIBIT
- -------
<C> <S>
2.1* Form of Distribution Agreement between OMNOVA Solutions Inc.
and GenCorp Inc.
3.1 [Intentionally omitted].
3.2* Amended and Restated Articles of Incorporation of OMNOVA
Solutions Inc.
3.3 [Intentionally omitted].
3.4* Amended and Restated Code of Regulation of OMNOVA Solutions
Inc.
4.1 OMNOVA Solutions Inc. Option Adjustment Plan.
5.1 Opinion of counsel to OMNOVA Solutions Inc.
23.1 Consent of opinion of counsel to OMNOVA Solutions Inc.
(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 Powers of Attorney.
</TABLE>
- ---------------
* Incorporated by reference to the same-numbered exhibit to OMNOVA's Form 10, as
amended.
X-1
<PAGE> 1
Exhibit 4.1
-----------
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 4,000,000 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
-----------
October 6, 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-3 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
------------
Consent of Independent Auditors
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3 No. 33-00000) and related Prospectus of OMNOVA
Solutions Inc. for the registration of 1,100,000 shares of its common stock and
to the incorporation by reference therein 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/A (Amendment 3), filed with the Securities and Exchange Commission.
/s/Ernst & Young LLP
Akron, Ohio
October 7, 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-3 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
October 4, 1999
<PAGE> 1
Exhibit 23.4
------------
Consent of Independent Accountants
- ----------------------------------
We consent to the incorporation by reference in the registration statement on
Form S-3 of OMNOVA Solutions Inc. pertaining to 1,100,000 shares of its common
stock 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 the
Securities and Exchange Commission and to all references to our firm included in
such registration statement on Form S-3.
/s/ PricewaterhouseCoopers
PricewaterhouseCoopers
St. Albans, England
October 7, 1999
<PAGE> 1
Exhibit 24.1
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POWER OF ATTORNEY
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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-3, 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: October 4, 1999 /s/ John B. Yasinsky
------------------------------------
John B. Yasinsky
Chief Executive Officer and Director
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned 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-3, 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: October 4, 1999 /s/ Michael E. Hicks
--------------------------------
Michael E. Hicks
Senior Vice President and Chief
Financial Officer
<PAGE> 2
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned 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), her true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for her and in her name, place and stead, in
any and all capacities, to prepare and sign, with the advice of counsel, a
Registration Statement on Form S-3, 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 she 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: October 4, 1999 /s/ Patricia J. Parr
----------------------------------
Patricia J. Parr
Director - Audit, Accounting & Tax
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-3, 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: October 6, 1999 /s/ Edward P. Campbell
--------------------------------
Edward P. Campbell
Director
<PAGE> 3
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-3, 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: October 5, 1999 /s/ Charles A. Corry
-----------------------------------
Charles A. Corry
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), her true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for her and in her name, place and stead, in
any and all capacities, to prepare and sign, with the advice of counsel, a
Registration Statement on Form S-3, 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 she 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: October 5, 1999 /s/ Diane E. McGarry
-----------------------------------
Diane E. McGarry
Director
<PAGE> 4
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-3, 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: October 4, 1999 /s/ Steven W. Percy
-----------------------------------
Steven W. Percy
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-3, 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: October 5, 1999 /s/ Dr. R. Byron Pipes
-----------------------------------
Dr. R. Byron Pipes
Director
