<PAGE> 1
As filed with the Securities and Exchange Commission on May 17, 2000
Registration No. 2-90724
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)
------------------
BRUSH ENGINEERED MATERIALS INC. 1984 STOCK 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. 1984 Stock 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. 2-
90724), 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
<PAGE> 4
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.)
1984 Stock Option Plan as amended by the Board of Directors on
April 18, 1984 and February 24, 1987 (filed as Exhibit 4.4 to
Registration Statement No. 33-28605), incorporated herein by
reference.
4(b) Amendment, dated May 16, 2000, to the Brush Engineered
Materials Inc. (formerly Brush Wellman Inc.) 1984 Stock Option
Plan.
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 person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling
<PAGE> 6
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.)
1984 Stock Option Plan as amended by the Board of Directors on
April 18, 1984 and February 24, 1987 (filed as Exhibit 4.4 to
Registration Statement No. 33-28605), incorporated herein by
reference.
4(b) Amendment, dated May 16, 2000, to the Brush Engineered
Materials Inc. (formerly Brush Wellman Inc.) 1984 Stock Option
Plan.
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)
BRUSH WELLMAN INC.
AND
BRUSH ENGINEERED MATERIALS INC.
AMENDMENT TO BRUSH WELLMAN INC. 1984 STOCK OPTION PLAN
Brush Wellman Inc., an Ohio corporation ("BRUSH"), and Brush
Engineered Materials Inc., an Ohio corporation ("BEM"), hereby amend the Brush
Wellman Inc. 1984 Stock Option Plan (the "1984 PLAN") for the purpose of
substituting BEM for Brush under the 1984 Plan and to otherwise reflect the
terms of the reorganization of Brush through the merger of Brush Merger Co. into
Brush and the conversion of shares of common stock of Brush, par value $1.00 per
share, into shares of BEM, without par value:
1. The 1984 Plan is hereby named the Brush Engineered Materials Inc.
1984 Stock Option Plan.
2. In accordance with Paragraph 9 of the 1984 Plan, Paragraph 10 is
hereby added thereto, to read, in its entirety, as follows:
10. Notwithstanding anything contained herein to the contrary, from
and after the consummation of a merger of Brush Merger Co. into the
Company on the terms approved by the shareholders of the Company on
May 2, 2000 (the "Merger")
(i) Brush Engineered Materials Inc. ("BEM") will (A) automatically
succeed to the Company as the issuer under this Stock Option
Plan, (B) be assigned, accept and assume all the powers, rights,
liabilities, obligations and duties of the Company immediately
prior to the time BEM succeeded to this Stock Option Plan and
(C) perform the terms of this Stock Option Plan in the same
manner and to the same extent as the Company was required to
perform them immediately prior to the succession;
(ii) The terms of this Stock Option Plan will be binding upon and
inure to the benefit of BEM;
(iii) References in this Stock Option Plan to the "Company's Common
Stock" will be interpreted to mean the common stock of BEM,
without par value, subject to any adjustments authorized by
Paragraph 5 of this Stock Option Plan; and
(iv) Each Stock Option Agreement entered into pursuant to this Stock
Option Plan will be interpreted to be consistent with this Stock
Option Plan to the extent that it would have been consistent
with this Stock Option Plan had BEM not succeeded to Brush as
issuer hereunder."
<PAGE> 2
IN WITNESS WHEREOF, each of the undersigned has caused the
foregoing amendment to be duly executed and delivered.
BRUSH WELLMAN INC.
/s/ Michael C. Hasychak
_______________________________
By: Michael C. Hasychak
Vice President, Secretary and Treasurer
BRUSH ENGINEERED MATERIALS INC.
/s/ Michael C. Hasychak
_______________________________
By: Michael C. Hasychak
Vice President, Secretary and Treasurer
<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. 2-90724) pertaining to the Brush Engineered
Materials Inc. 1984 Stock Option Plan (successor to the Brush Wellman Inc. 1984
Stock 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.
