<PAGE> 1
As filed with the Securities and Exchange Commission on May 17, 2000
Registration No. 333-52141
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------
POST EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------
BRUSH ENGINEERED MATERIALS INC.
AS SUCCESSOR TO BRUSH WELLMAN INC.
(Exact Name of Registrant as Specified in Its Charter)
OHIO 34-1919973
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
-------------------
17876 St. Clair Avenue
Cleveland, Ohio 44110
(Address and Zip Code of Principal Executive Offices)
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BRUSH ENGINEERED MATERIALS INC. KEY EMPLOYEE SHARE OPTION PLAN
(Full Title of the Plan)
------------------
Michael C. Hasychak
Vice President, Secretary and Treasurer
Brush Engineered Materials Inc.
17876 St. Clair Avenue
Cleveland, Ohio 44110
(Name and Address of Agent for Service)
(216) 486-4200
(Telephone Number, Including Area Code, of Agent for Service)
------------------------------
Copies to:
David P. Porter, Esq.
Jones, Day, Reavis & Pogue
901 Lakeside Avenue
Cleveland, Ohio 44114
(216) 586-3939
------------------------------
Pursuant to Rule 414(d) under the Securities Act of 1933, as amended
(the "Securities Act"), Brush Engineered Materials Inc., an Ohio corporation, as
successor issuer to Brush Wellman Inc., an Ohio corporation, hereby adopts this
Registration Statement, as amended, for all purposes under the Securities Act
and the Securities Exchange Act of 1934, as amended (the "Exchange Act"). See
"Description of the Transaction" herein.
This Post-Effective Amendment to the Registration Statement shall
become effective upon filing with the Securities and Exchange Commission (the
"Commission") pursuant to Rule 464 under the Securities Act.
<PAGE> 2
DESCRIPTION OF THE TRANSACTION
This post-effective amendment is being filed in connection with a
corporate restructuring (the "Reorganization") of Brush Wellman Inc., an Ohio
corporation ("Brush"), into a holding company organizational structure, with
Brush becoming the wholly-owned subsidiary of Brush Engineered Materials Inc.,
an Ohio corporation ("Holding Company" or the "Registrant").
On May 2, 2000, the shareholders of Brush, at the 2000 Annual Meeting
of Shareholders, approved the Reorganization. The Reorganization was implemented
in accordance with Section 1701.78 of the Ohio General Corporation Law by the
merger (the "Merger") of Brush Merger Co., an Ohio corporation and newly formed
subsidiary of Holding Company ("Merger Co."), into Brush, the surviving
corporation. As a result of the Merger, Holding Company is the sole shareholder
of Brush. In the Merger, which was consummated on May 16, 2000, each share of
common stock of Brush, par value $1.00 per share (each, a "Brush Common Share"),
other than Brush Common Shares with respect to which dissenters' rights have
been exercised, was converted into one share of common stock of Holding
Company, without par value (each, a "Holding Company Common Share").
Accordingly, all of the Brush Common Shares offered under the Brush Engineered
Materials Inc. Key Employee Share Option Plan (the "Plan") will be Holding
Company Common Shares. In approving the Reorganization, the shareholders of
Brush approved the amendment of the Plan by Holding Company.
Pursuant to Rule 414(d) under the Securities Act, Holding Company, as
successor issuer to Brush, hereby expressly adopts, as of May 16, 2000, the
Registration Statement of Brush on Form S-8, as amended (Registration No.
333-52141), that is applicable to Brush Common Shares issuable under the Plan,
as the Registration Statement of Holding Company for all purposes under the
Securities Act and the Exchange Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
(A) Holding Company: The following documents, which have previously
been filed by Holding Company with the Commission (File No. 333-95917), are
incorporated by reference herein and shall be deemed to be part of this
Registration Statement:
(1) Registration Statement on Form S-4, filed on
February 1, 2000 (Registration No. 333-95917);
(2) Amendment No. 1 to the Registration Statement on Form
S-4, filed on March 10, 2000 (Registration No.
333-95917);
(3) Amendment No. 2 to the Registration Statement on Form
S-4, filed on March 29, 2000 (Registration No.
333-95917);
(4) The description of Holding Company's Common Stock
included in the Registration Statement on Form S-4
(Registration No. 333-95917), including any amendment
or report filed for the purpose of updating such
description;
(5) Form 8-A, filed on May 16, 2000; and
(6) Current Report on Form 8-K, filed on May 16, 2000.
<PAGE> 3
(B) Brush: The following documents, which have heretofore been filed by
Brush with the Commission pursuant to the Exchange Act (File No. 1-7006), are
incorporated by reference herein and shall be deemed to be a part hereof:
(1) Annual Report on Form 10-K for the fiscal year ended
December 31, 1999;
(2) Quarterly Report on Form 10-Q for the fiscal quarter
ended March 31, 2000;
(3) Current Report on Form 8-K, filed on May 9, 2000;
(4) Current Report on Form 8-K, filed on May 16, 2000;
and
(5) Form 8-A/A, filed on May 16, 2000.
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 shall be deemed a part hereof from
the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
In general, a director of an Ohio corporation will not be found to have
violated his fiduciary duties unless there is proof by clear and convincing
evidence that the director (1) has not acted in good faith, (2) has not acted in
a manner he reasonably believes to be in or not opposed to the best interests of
the corporation or (3) has not acted with the care that an ordinarily prudent
person in a like position would use under similar circumstances. Monetary
damages for any act taken or omission made as a director are generally awarded
only if it is proved by clear and convincing evidence that the director
undertook such act or omission either with deliberate intent to cause injury to
the corporation or with reckless disregard for the best interests of the
corporation.
Under Ohio law, a corporation must indemnify its directors, officers,
employees and agents against expenses reasonably incurred in connection with the
successful defense (on the merits or otherwise) of an action, suit or
proceeding. A corporation may indemnify such persons in actions, suits and
proceedings (including certain derivative suits) if the individual has acted in
good faith and in a manner that he believes to be in or not opposed to the best
interests of the corporation. In the case of a criminal proceeding, the
individual must also have no reasonable cause to believe that his conduct was
unlawful.
Indemnification may be made only if ordered by a court or if authorized
in a specific case upon a determination that the applicable standard of conduct
has been met. Such a determination may be made by a majority of the
disinterested directors, by independent legal counsel or by the shareholders.
Under Ohio law, a corporation may pay the expenses of any indemnified
individual as they are incurred, in advance of the final disposition of the
matter, if the individual provides an undertaking to repay the amount if it is
ultimately determined that he is not entitled to be indemnified. Ohio law
generally requires all expenses, including attorney's fees, incurred by a
director
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in defending any action, suit or proceeding to be paid by the corporation as
they are incurred if the director agrees (i) to repay such amounts in the event
that it is proved by clear and convincing evidence that his action or omission
was undertaken with deliberate intent to cause injury to the corporation or with
reckless disregard for the best interests of the corporation and (ii) to
reasonably cooperate with the corporation concerning the action, suit or
proceeding.
The code of regulations of Brush Engineered Materials Inc. provides for
indemnification that is coextensive with that permitted under Ohio law. In
addition, Brush Engineered Materials Inc. may enter into agreements that
indemnify its directors and certain of its officers to the maximum extent
permitted by applicable law. The indemnification so granted is not limited to
the indemnification specifically authorized by the Ohio General Corporation Law.
Each agreement represents a contractual obligation of Brush Engineered Materials
Inc. that cannot be altered unilaterally.
It is anticipated that Brush Engineered Materials Inc. will obtain a
directors' and officers' liability insurance policy, pursuant to which the
directors and officers of Brush Engineered Materials will be insured against
certain liabilities, including certain liabilities under the Securities Act and
the Exchange Act.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4(a) Brush Engineered Materials Inc. (formerly Brush Wellman Inc.)
Key Employee Share Option Plan (filed as Exhibit 4.1 to the
Registration Statement on Form S-8 filed by Brush Wellman Inc.
on May 5, 1998), incorporated herein by reference.
4(b) Amendment No. 1 to the Brush Engineered Materials Inc.
(formerly Brush Wellman Inc.) Key Employee Share Option Plan,
dated May 16, 2000.
4(c) Amended and Restated Articles of Incorporation of Brush
Engineered Materials Inc. (filed as Annex B to the
Registration Statement on Form S-4 filed by Brush Engineered
Materials Inc. on February 1, 2000 (Registration No.
333-95917), incorporated herein by reference.
4(d) Amended and Restated Code of Regulations of Brush Engineered
Materials Inc. (filed as Exhibit 4(b) to the Current Report on
Form 8-K filed by Brush Wellman Inc. on May 16, 2000),
incorporated herein by reference.
4(e) Rights Agreement, dated as of May 10, 2000, by and between
Brush Engineered Materials Inc. and National City Bank, N.A.
as Rights Agent (filed as Exhibit 4(a) to the Current Report
on Form 8-K filed by Brush Engineered Materials Inc. on May
16, 2000), incorporated herein by reference.
23 Consent of Ernst & Young LLP, Independent Auditors.
24 Power of Attorney for each officer and director of Brush
Engineered Materials Inc. signing this Registration
Statement through an attorney-in-fact.
<PAGE> 5
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;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of
the registration statement (or the most
recent post-effective amendment thereof)
which, individually or in the aggregate,
represent a fundamental change in the
information set forth in the registration
statement;
(iii) To include any material information with
respect to the plan of distribution not
previously disclosed in the registration
statement or any material change to such
information in the registration statement;
PROVIDED, HOWEVER, that paragraphs (A)(1)(i) and (A)(1)(ii) do
not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section
13 or Section 15(d) of the Exchange Act that are incorporated
by reference in the registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act, 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, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) 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 in the initial
bona fide offering thereof.
(C) Insofar as indemnification for liabilities arising under the
Securities Act 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 Securities 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
<PAGE> 6
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 of whether such indemnification by
it is against public policy as expressed in the Securities Act
and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Brush Engineered Materials Inc. certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing this Registration
Statement 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 Cleveland, State of Ohio, on this 16th day of May, 2000.
BRUSH ENGINEERED MATERIALS INC.
/s/ Michael C. Hasychak
---------------------------------------
Michael C. Hasychak
Vice President, Secretary and Treasurer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities indicated as of May 16, 2000.
/s/ Gordon D. Harnett* /s/ Joseph P. Keithley*
- ------------------------------------ --------------------------
Gordon D. Harnett Joseph P. Keithley
Chairman of the Board, President, Director
Chief Executive Officer, and Director
(principal executive officer)
/s/ John D. Grampa* /s/ William P. Madar*
- ------------------------------------ --------------------------
John D. Grampa William P. Madar
Vice President - Finance and Chief Director
Financial Officer (principal
financial and accounting officer)
/s/ Albert C. Bersticker* /s/ William R. Robertson*
- ------------------------------------ --------------------------
Albert C. Bersticker William R. Robertson
Director Director
/s/ Charles F. Brush, III* /s/ John Sherwin, Jr.*
- ------------------------------------ --------------------------
Charles F. Brush, III John Sherwin, Jr.
Director Director
/s/ David L. Burner*
- ------------------------------------
David L. Burner
Director
/s/ David H. Hoag
- ------------------------------------
David H. Hoag
Director
<PAGE> 7
* The undersigned by signing his name hereto, does sign and execute
this Registration Statement on Form S-8 pursuant to a Power of Attorney executed
on behalf of the above-indicated officers and directors of Brush Engineered
Materials Inc. and filed herewith as Exhibit 24 on behalf of Brush Engineered
Materials Inc. and each such person.
By: /s/ Michael C. Hasychak
------------------------------------
Michael C. Hasychak, Attorney-in-fact
May 16, 2000
<PAGE> 8
EXHIBIT INDEX
4(a) Brush Engineered Materials Inc. (formerly Brush Wellman Inc.)
Key Employee Share Option Plan (filed as Exhibit 4.1 to the
Registration Statement on Form S-8 filed by Brush Wellman Inc.
on May 5, 1998), incorporated herein by reference.
4(b) Amendment No. 1 to the Brush Engineered Materials Inc.
(formerly Brush Wellman Inc.) Key Employee Share Option
Plan, dated May 16, 2000.
4(c) Amended and Restated Articles of Incorporation of Brush
Engineered Materials Inc. (filed as Annex B to the
Registration Statement on Form S-4 filed by Brush Engineered
Materials Inc. on February 1, 2000 (Registration No.
333-95917), incorporated herein by reference.
4(d) Amended and Restated Code of Regulations of Brush Engineered
Materials Inc. (filed as Exhibit 4(b) to the Current Report on
Form 8-K filed by Brush Wellman Inc. on May 16, 2000),
incorporated herein by reference.
4(e) Rights Agreement, dated as of May 10, 2000, by and between
Brush Engineered Materials Inc. and National City Bank, N.A.
as Rights Agent (filed as Exhibit 4(a) to the Current Report
on Form 8-K filed by Brush Engineered Materials Inc. on May
16, 2000), incorporated herein by reference.
23 Consent of Ernst & Young LLP, Independent Auditors.
24 Power of Attorney for each officer and director of Brush
Engineered Materials Inc. signing this Registration
Statement through an attorney-in-fact.
<PAGE> 1
EXHIBIT 4(b)
AMENDMENT NO. 1
TO
THE BRUSH WELLMAN INC. KEY EMPLOYEE SHARE OPTION PLAN
Brush Wellman Inc., an Ohio corporation, hereby adopts this Amendment No. 1
to the Brush Wellman Inc. Key Employee Share Option (the "Plan").
I.
Section 1.6 of the Plan is amended to provide as follows:
1.6 "CORPORATION" means Brush Wellman Inc., an Ohio corporation, in respect
of periods prior to the Effective Time, and Brush Engineered
Materials Inc., an Ohio corporation, in respect of periods from and after the
Effective Time, and any successor to Brush Engineered Materials, Inc.
II.
A new Section 1.8A is added to the Plan to provide as follows:
1.8A "EFFECTIVE TIME" means the "Effective Time" as defined in that certain
Agreement of Merger executed or to be executed by and among Brush
Merger Co., Brush Wellman Inc. and Brush Engineered Materials Inc.
III.
Section 1.17 of the Plan is amended to provide as follows:
1.17 "PLAN" means the Brush Wellman Inc. Key Employee Share Option Plan in
respect of periods prior to the Effective Time and the Brush Engineered
Materials Inc. Key Employee Share Option Plan in respect of periods from and
after the Effective Time, as the same may be amended or restated from time to
time.
<PAGE> 2
IV.
Section 2.2 of the Plan is amended to provide as follows:
2.2 AWARDING OF OPTIONS. The recipients of Options are determined from time
to time by the Committee. No Committee member may take part in any way in
determining any award of Options to himself. The Committee may condition the
award and/or effectiveness of any Option on the surrender by the Participant of
his right to receive salary, bonus, or other cash compensation otherwise payable
in the future by the Corporation or a Subsidiary to the Participant or on the
Participant's agreement to surrender or cancellation of any previously granted
Options. Awards become effective as of the Grant Date. No award of an Option
will become effective, however, unless the Participant timely executes and
returns to the Committee the Option Agreement with respect to the Option and
such other instruments or documents as the Committee may require. Awards may be
made at any time on or after the Effective Date and prior to the termination of
the Plan.
V.
Section 2.4 of the Plan is amended to provide as follows:
2.4 EFFECT OF CASH DIVIDENDS AND CASH DISTRIBUTIONS ON DESIGNATED PROPERTY.
As of the first Business Day of each calendar year, an Option will be granted
automatically with respect to any cash dividends or other cash distributions
occurring during the immediately preceding calendar year with respect to
Designated Property purchasable under an unexercised Option (a) either (i) the
Grant Date of which coincided with or preceded the date of occurrence of such
cash dividends or cash distributions, or (ii) which was granted in consideration
of the cancellation or surrender of another Option the Grant Date of which
coincided with or preceded the date of occurrence of such cash dividends or cash
distributions, and (b) that has not expired as of such first Business Day (the
aggregate of such cash dividends and cash distributions occurring during such
immediately preceding calendar year being hereinafter referred to as the
"Additional Amount") in favor of the Participant holding such unexercised Option
on terms identical to those set forth in the Option Agreement pertaining to such
unexercised Option, except that the Grant Date of such automatically granted
Option will be such first Business Day of such calendar year and the amount of
Designated Property purchasable under such automatically granted Option will be
the amount of Designated Property that could be purchased, based on the Fair
Market Value on such Grant Date of such Designated Property, with an amount
equal to the Additional Amount divided by three fourths (3/4). If as of the
first Business Day of such calendar year the applicable Designated Property (of
the same kind) is not reasonably available, the provisions of Section 2.5 will
apply.
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VI.
Article II of the Plan is amended by adding at the end thereof the
following:
2.7 SPECIAL ELECTION Notwithstanding any other provision of the Plan to the
contrary, except Article IV (as contemplated in this Section 2.7), each
Participant may elect to forego all rights and benefits under the Plan with
respect to all of his Options with Grant Dates prior to the Effective Time by
consenting and agreeing to the cancellation of all such Options in consideration
of an award of Options as of the Effective Time, in accordance with the
following and such rules and procedures as may be established by the Committee
consistent with the following:
(i) Each such election may be made only by delivery prior to the Effective
Time by the Participant to the Corporation of an executed written
Election and Consent on a form prescribed therefor by the Committee,
which form shall be substantially in the form of Exhibit I attached
hereto and made a part hereof, and shall be effective as of the
Effective Time;
(ii) Except as otherwise provided herein, in the case of a Participant who
makes the election provided for under this Section 2.7, and provided
the Effective Time occurs, neither the Participant, the Participant's
Beneficiary, nor any other person claiming through or under the
Participant shall thereafter have any rights under or with respect to
any of his Options with Grant Dates prior to the Effective Time, and
all provisions of the Plan shall be construed, interpreted, and
applied accordingly;
(iii) In the event the Effective Time does not occur, the election of a
Participant provided for in this Section 2.7 shall be void ab initio
and of no force or effect and all of the outstanding Options in
respect of which the election was made shall remain in full force and
effect;
(iv) The terms and conditions of Options awarded under the Plan as of the
Effective Time to a Participant in respect of any election under this
Section 2.7 shall be determined under the provisions of this Section
2.7 and of the Option Agreement for such Options and, to the extent
not inconsistent therewith, the other provisions of the Plan;
(v) Such election shall include a consent to Amendment No. 1 to the Plan
in accordance with Article IV of the Plan;
-3-
<PAGE> 4
(vi) Except as otherwise provided herein or in the election, such election
shall be irrevocable after delivery thereof to the Corporation and
shall become effective at the Effective Time; and
(vii) In the event the Effective Time occurs, each Participant with an
effective election under this Section 2.7 shall be entitled to receive
Options as of and at the Effective Time on terms, including but not
limited to Exercise Price and Designated Property, identical to the
terms of the cancelled Options, except that (a) Brush Engineered
Materials Inc. shall be the grantor of (and the sole obligor with
respect to) the Options, (b) the Options may not be exercised prior to
the 184th day after the date on which the Effective Time occurs, and
(c) the period during which such Options may be exercised as provided
for under Section 3.1 of the Plan shall be extended by 184 days.
VII.
Paragraph (b) of Section 3.1 of the Plan is amended to provide as follows:
(b) the fifteenth anniversary of the Grant Date of such Option, or if
such Option was granted in consideration of the cancellation or
surrender of another Option the fifteenth anniversary of the
Grant Date of such canceled or surrendered Option.
VIII.
Section 3.2 of the Plan is amended to provide as follows:
3.2 PROCEDURE FOR EXERCISING OPTION. A Participant may exercise an Option
by giving written notice to the Committee. Such written notice of exercise must
be in such form as the Committee may require, must be properly completed and
include the Option Agreement for each Option to be exercised, and must be mailed
or delivered to the Committee as provided in Section 7.4. In the case of an
Option Agreement covering more than one Option, the Committee will note the
particular Option that was exercised on the Option Agreement and, if the Option
Agreement covers another unexercised Option or Options, return the Option
Agreement to the Participant. Options may be exercised in any combinations or
amounts subject to the restrictions set forth in the Plan, except that the
Committee may from time to time require a minimum number of Options to be
exercised at one time, but such minimum number will not be designed to impose
any substantial restriction on a Participant's ability to exercise Options. In
no case may part of an Option be exercised. Except as otherwise provided in the
Plan or in any Option Agreement, the "Exercise Date" of an Option will be the
first Business Day on which the Committee is in actual receipt of the written
notice of exercise. Upon exercise of an
-4-
<PAGE> 5
Option, the Participant must pay the Exercise Price of the Option to the
Corporation. The consideration to be paid in satisfaction of the Exercise Price
will be cash in the form of currency, check, or other cash equivalent, in each
case acceptable to the Corporation. The Exercise Price must be paid in full
before delivery of the Designated Property will be made in accordance with
Section 3.5.
IX.
The foregoing changes to the Plan shall be effective as of the "Effective
Time" as defined in that certain Agreement of Merger executed or to be executed
by an among Brush Merger Co., Brush Wellman Inc. and Brush Engineered Materials
Inc.; provided, however, that subject to express terms thereof, the provisions
of Section VI hereof shall be effective immediately.
Executed at Cleveland, Ohio, this 10th day of May, 2000.
BRUSH WELLMAN INC.
By: /s/ Michael C. Hasychak
-----------------------------------------
Title: Secretary
And /s/ William M. Christoff
-----------------------------------------
Title: Assistant Treasurer
Effective as of the "Effective Time" (as hereinbefore defined), Brush
Engineered Materials Inc. hereby assumes the status of the "Corporation" under
the Plan.
Executed at Cleveland, Ohio, this 10th day of May, 2000.
BRUSH ENGINEERED MATERIALS INC.
By: /s/ Michael C. Hasychak
-----------------------------------------
Title: Secretary
And /s/ William M. Christoff
-----------------------------------------
Title: Assistant Treasurer
-5-
<PAGE> 1
Exhibit 23
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in Amendment No. 1 to the
Registration Statement (Form S-8 No. 333-52141) pertaining to the Brush
Engineered Materials Inc. Key Employee Share Option Plan (successor to the Brush
Wellman Inc. Key Employee Share Option Plan) of our report dated January 24,
2000, with respect to the consolidated financial statements and schedule of
Brush Engineered Materials Inc. (successor to Brush Wellman Inc.) included in
its Annual Report (Form 10-K) for the year ended December 31, 1999, filed with
the Securities and Exchange Commission.
/s/Ernst & Young LLP
Cleveland, Ohio
May 16, 2000
<PAGE> 1
EXHIBIT 24
DIRECTOR AND OFFICER OF
BRUSH WELLMAN INC.
AND BRUSH ENGINEERED MATERIALS INC.
AMENDED REGISTRATION STATEMENTS ON FORM S-8
POWER OF ATTORNEY
The undersigned director and/or officer of Brush Wellman Inc.,
an Ohio corporation (the "Company"), hereby constitutes and appoints Gordon D.
Harnett, John D. Grampa and Michael C. Hasychak, or any of them, with full power
of substitution and resubstitution, as attorneys or attorney of the undersigned,
for him or her and in his or her name, place and stead, to sign and file under
the Securities Act of 1933 one or more amendments to the Company's Registration
Statement(s) on Form S-8 relating to the registration for sale of the Company's
common stock, par value $1.00 per share (and following the merger contemplated
by the Company's proxy statement for the 2000 Annual Meeting, the common stock,
no par value, of Brush Engineered Materials Inc.), and any and all amendments,
supplements and exhibits thereto, including pre-effective and post-effective
amendments or supplements, and any and all applications or other documents to be
filed with the Securities and Exchange Commission pertaining to such
registration(s), with full power and authority to do and perform any and all
acts and things whatsoever required and necessary to be done in the premises,
hereby ratifying and approving the act of said attorneys and any of them and any
such substitute.
EXECUTED as of May 2, 2000.
/s/ Gordon D. Harnett
-------------------------------------------
Gordon D. Harnett
Chairman of the Board, President and Chief Executive Officer*
* Relates to Mr. Harnett's capacity both (i) as a director and officer of
Brush Wellman Inc. prior to the merger of Brush Merger Co. into Brush
Wellman Inc. and (ii) as a director and officer of Brush Engineered
Materials Inc. thereafter.
<PAGE> 2
OFFICER OF
BRUSH WELLMAN INC.
AND BRUSH ENGINEERED MATERIALS INC.
AMENDED REGISTRATION STATEMENTS ON FORM S-8
POWER OF ATTORNEY
The undersigned director and/or officer of Brush Wellman Inc.,
an Ohio corporation (the "Company"), hereby constitutes and appoints Gordon D.
Harnett, John D. Grampa and Michael C. Hasychak, or any of them, with full power
of substitution and resubstitution, as attorneys or attorney of the undersigned,
for him or her and in his or her name, place and stead, to sign and file under
the Securities Act of 1933 one or more amendments to the Company's Registration
Statement(s) on Form S-8 relating to the registration for sale of the Company's
common stock, par value $1.00 per share (and following the merger contemplated
by the Company's proxy statement for the 2000 Annual Meeting, the common stock,
no par value, of Brush Engineered Materials Inc.), and any and all amendments,
supplements and exhibits thereto, including pre-effective and post-effective
amendments or supplements, and any and all applications or other documents to be
filed with the Securities and Exchange Commission pertaining to such
registration(s), with full power and authority to do and perform any and all
acts and things whatsoever required and necessary to be done in the premises,
hereby ratifying and approving the act of said attorneys and any of them and any
such substitute.
EXECUTED as of May 2, 2000.
/s/ John D. Grampa
-----------------------------------------
John D. Grampa
Vice President - Finance and Chief Financial Officer*
* Relates to Mr. Grampa's capacity both (i) as an officer of Brush
Wellman Inc. prior to the merger of Brush Merger Co. into Brush Wellman
Inc. and (ii) as an officer of Brush Engineered Materials Inc.
thereafter.
<PAGE> 3
DIRECTOR OF
BRUSH WELLMAN INC.
AND BRUSH ENGINEERED MATERIALS INC.
AMENDED REGISTRATION STATEMENTS ON FORM S-8
POWER OF ATTORNEY
The undersigned director and/or officer of Brush Wellman Inc.,
an Ohio corporation (the "Company"), hereby constitutes and appoints Gordon D.
Harnett, John D. Grampa and Michael C. Hasychak, or any of them, with full power
of substitution and resubstitution, as attorneys or attorney of the undersigned,
for him or her and in his or her name, place and stead, to sign and file under
the Securities Act of 1933 one or more amendments to the Company's Registration
Statement(s) on Form S-8 relating to the registration for sale of the Company's
common stock, par value $1.00 per share (and following the merger contemplated
by the Company's proxy statement for the 2000 Annual Meeting, the common stock,
no par value, of Brush Engineered Materials Inc.), and any and all amendments,
supplements and exhibits thereto, including pre-effective and post-effective
amendments or supplements, and any and all applications or other documents to be
filed with the Securities and Exchange Commission pertaining to such
registration(s), with full power and authority to do and perform any and all
acts and things whatsoever required and necessary to be done in the premises,
hereby ratifying and approving the act of said attorneys and any of them and any
such substitute.
EXECUTED as of May 2, 2000.
[Signatures on following page.]
<PAGE> 4
/s/ William P. Madar /s/ David L. Burner
- ---------------------------------- ----------------------------
William P. Madar David L. Burner
Director* Director*
/s/ David H. Hoag /s/ Joseph P. Keithley
- ---------------------------------- ----------------------------
David H. Hoag Joseph P. Keithley
Director* Director*
/s/ Albert C. Bersticker /s/ William R. Robertson
- ---------------------------------- ----------------------------
Albert C. Bersticker William R. Robertson
Director* Director*
/s/ Dr. Charles F. Brush, III /s/ John Sherwin, Jr.
- ---------------------------------- ----------------------------
Dr. Charles F. Brush, III John Sherwin, Jr.
Director* Director*
* Relates to the capacity of each above signed director both (i) as a
director of Brush Wellman Inc. prior to the merger of Brush Merger Co.
into Brush Wellman Inc. and (ii) as a director of Brush Engineered
Materials Inc. thereafter.
