<PAGE> 1
Registration No. ________
________________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
_____
BRUSH WELLMAN INC.
(Exact name of registrant as specified in its charter)
OHIO 34-0119320
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
17876 St. Clair, Cleveland, Ohio 44110
(Address of principal executive
offices including zip code)
1995 STOCK INCENTIVE PLAN
(Full Title of the Plan)
_____
Michael C. Hasychak, Secretary
Brush Wellman Inc.
17876 St. Clair, Cleveland, Ohio 44110
(Name and address of agent for service)
_____
(216) 486-4200
(Telephone Number, including area code, of agent for service)
_____
<TABLE>
CALCULATION OF REGISTRATION FEE
=============================================================================================
<CAPTION>
Title of Proposed maxi- Proposed maxi- Amount of
securities to Amount to be mum offering mum aggregate registration
be registered registered (1) price per share (2) offering price (2) fee
- ---------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock of
the par value of 750,000 $21.0625 $15,796,875 $5,447.20
$1 per share
- ---------------------------------------------------------------------------------------------
<FN>
(1) Pursuant to Rule 416 of the Securities Act of 1933 (the "Securities Act"),
this Registration Statement also covers such additional Common Shares as may
become issuable pursuant to the antidilution provisions of the 1995 Stock
Incentive Plan.
(2) Estimated pursuant to paragraphs (c) and (h) of Rule 457 under the
Securities Act, on the basis of the average of the high and low sale prices for
a share of Common Stock on the New York Stock Exchange on June 26, 1995, within
five business days prior to filing.
</TABLE>
Exhibit Index Appears on Page 6
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PART II
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ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
---------------------------------------
The following documents previously filed by Brush Wellman Inc. (the
"Registrant") with the Securities and Exchange Commission (the "Commission")
are incorporated herein by reference: the Registrant's Annual Report on Form
10-K for the fiscal year ended December 31, 1994; the Registrant's Quarterly
Report on Form 10-Q for the quarter ended April 2, 1995; and the description of
Common Stock contained in the Registrant's Form 10 Registration Statement, File
No. 1-7006, and all amendments and reports filed for the purpose of updating
that description.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the
"Exchange Act") prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold shall be deemed to be incorporated herein by
reference and to be part hereof from the date of filing of such documents.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
-----------------------------------------
Article IV of the Registrant's Regulations, as amended April 27, 1993
(filed as Exhibit (3b) to Registrant's Form 10-K Annual Report for the year
ended December 31, 1994), is incorporated herein by reference.
Reference is made to Section 1701.13(E) of the Ohio Revised Code
relating to the indemnification of directors and officers of an Ohio
corporation.
The Registrant maintains insurance on behalf of any person who is or
was a director or officer against any loss arising from any claim asserted
against him in any such capacity, subject to certain exclusions. The
Registrant also maintains fiduciary liability insurance on behalf of any person
involved in the management or administration of any employee benefit plan
maintained by the Registrant.
Pursuant to the approval of the Board of Directors on February 28, 1989
and of its shareholders on April 25, 1989, the Registrant has entered into, or
will enter into, Indemnification Agreements with (a) each Director of the
Registrant and (b) such officers, employees and agents of the Registrant as may
be designated by the Board of Directors from time to time, as discussed in pages
16 through 18 of the Registrant's Proxy Statement dated March 10, 1989 for its
annual meeting held on April 25, 1989 (which discussion is incorporated herein
by reference).
ITEM 8. EXHIBITS
--------
4.1 Amended Articles of Incorporation, as amended February 28, 1989
(filed as Exhibit (3a) to the Registrant's Form 10-K Annual Report
for the year ended December 31, 1994), incorporated herein by
reference
4.2 Regulations of Brush Wellman Inc., as amended April 27, 1993
(filed as Exhibit (3b) to Registrant's Form 10-K Annual Report
for the year ended December 31, 1994), incorporated herein by
reference
4.3 Rights Agreement between the Registrant and Ameritrust Company
National Association as amended February 28, 1989 (filed as
Exhibit (4b) to the Registrant's Form 10-K Annual Report for the
year ended December 31, 1994), incorporated herein by reference
2
<PAGE> 3
4.4 1995 Stock Incentive Plan (filed as Exhibit A to Proxy Statement
dated March 13, 1995), incorporated herein by reference)
5 Opinion and Consent of Jones, Day, Reavis & Pogue as to the
validity of securities registered hereunder, dated June 29, 1995
23.1 Consent of Jones, Day, Reavis & Pogue (set forth in their opinion
filed as Exhibit 5 to this Registration Statement)
23.2 Consent of Ernst & Young LLP, Independent Auditors
24 Powers of Attorney
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
paragraph (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 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 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 the initial bona
fide offering thereof.
C. The undersigned Registrant hereby undertakes that, 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 Commission such indemnification is against
public policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer
or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
3
<PAGE> 4
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.
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Cleveland, State of Ohio, on June 29, 1995.
BRUSH WELLMAN INC.
By: /s/Michael C. Hasychak
-------------------------------
Michael C. Hasychak,
Attorney-in-fact
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
date indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
*Gordon D. Harnett
----------------------------
Gordon D. Harnett President, Chief Executive June 29, 1995
Officer, Chairman of the
Board and Director
(principal executive
officer)
*Carl Cramer
-------------------------------------
Carl Cramer Vice President -- Finance, June 29, 1995
Chief Financial Officer and
Director (principal financial
and accounting officer)
*Albert C. Bersticker
------------------------------
Albert C. Bersticker Director June 29, 1995
*Dr. Charles F. Brush, III
------------------------------
Dr. Charles F. Brush, III Director June 29, 1995
*David L. Burner
------------------------------
David L. Burner Director June 29, 1995
*Frank B. Carr
-------------------------------
Frank B. Carr Director June 29, 1995
*William P. Madar
------------------------------
William P. Madar Director June 29, 1995
</TABLE>
4
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<TABLE>
<S> <C> <C>
*Gerald C. McDonough
--------------------------
Gerald C. McDonough Director June 29, 1995
*Robert M. McInnes
---------------------------
Robert M. McInnes Director June 29, 1995
*Henry G. Piper
-----------------------------
Henry G. Piper Director June 29, 1995
*John Sherwin, Jr.
-----------------------------
John Sherwin, Jr. Director June 29, 1995
</TABLE>
*MICHAEL C. HASYCHAK, the undersigned attorney-in-fact, by signing his
name hereto, does hereby sign and execute this Registration Statement on behalf
of the above indicated Registrant and officers and directors thereof
(constituting a majority of the directors) pursuant to powers of attorney filed
with the Securities and Exchange Commission.
June 29, 1995
By: /s/Michael C. Hasychak
-----------------------------------------
Michael C. Hasychak, Attorney-in-fact
5
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<TABLE>
EXHIBIT INDEX
<CAPTION>
Pagination
by
sequential
Exhibit Exhibit numbering
Number Description system
- ------- ----------- ------
<S> <C>
4.1 Amended Articles of Incorporation, as amended February 28, 1989 (filed
as Exhibit (3a) to the Registrant's Form 10-K Annual Report for the year
ended December 31, 1994), incorporated herein by reference
4.2 Regulations of Brush Wellman Inc., as amended April 27, 1993 (filed as
Exhibit (3b) to Registrant's Form 10-K Annual Report for the year ended
December 31, 1994), incorporated herein by reference
4.3 Rights Agreement between the Registrant and Ameritrust Company National
Association as amended February 28, 1989 (filed as Exhibit (4b) to the
Registrant's Form 10-K Annual Report for the year ended December 31, 1994),
incorporated herein by reference
4.4 1995 Stock Incentive Plan (filed as Exhibit A to Proxy Statement dated March
13, 1995), incorporated herein by reference
5 Opinion and Consent of Jones, Day, Reavis & Pogue as to the validity of securities
registered hereunder, dated June 29, 1995
23.1 Consent of Jones, Day, Reavis & Pogue (set forth in their opinion filed
as Exhibit 5 to this Registration Statement)
23.2 Consent of Ernst & Young LLP, Independent Auditors
24 Powers of Attorney
</TABLE>
6
<PAGE> 1
Exhibit 5
---------
[JDRP Letterhead]
June 29, 1995
Brush Wellman Inc.
17876 St. Clair
Cleveland, Ohio 44110
Re: 1995 Stock Incentive Plan
-------------------------
Gentlemen:
We have acted as counsel for Brush Wellman Inc., an Ohio corporation
(the "Company"), in connection with its 1995 Stock Incentive Plan (the "Plan").
We have examined such documents, records and matters of law as we have deemed
necessary for purposes of this opinion, and based thereon we are of the opinion
that the shares of Common Stock of the par value of $1 per share that may be
issued or transferred and sold pursuant to the Plan and the agreements
contemplated thereby (the "Agreements') are duly authorized and will be, when
issued in accordance with the Plan and the Agreements, validly issued, fully
paid and nonassessable, provided that the consideration received by the Company
is at least equal to the par value of such shares.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement on Form S-8 being filed by the Company to effect
registration of the 750,000 shares of Common Stock to be issued and sold
pursuant to the Plan under the Securities Act of 1933.
Very truly yours,
JONES, DAY, REAVIS & POGUE
<PAGE> 1
Exhibit 23.2
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the 1995 Stock Incentive Plan of our report dated
January 25, 1995, with respect to the consolidated financial statements of
Brush Wellman Inc. incorporated by reference in its Annual Report (Form 10-K)
for the year ended December 31, 1994 and the related financial statement
schedules included therein, filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
Cleveland, Ohio
June 28, 1995
<PAGE> 1
Exhibit 24
POWER OF ATTORNEY ----------
-----------------
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned
directors and officers of BRUSH WELLMAN INC., an Ohio corporation (the
"Corporation"), hereby constitutes and appoints Gordon D. Harnett, Carl Cramer,
Michael C. Hasychak, Elizabeth M. Pesch and Louis Rorimer, and each of them,
his true and lawful attorney or attorneys-in-fact, with full power of
substitution and revocation, for him and in his name, place, and stead, to sign
on his behalf as a director of officer, or both, as the case may be, of the
Corporation a Registration Statement pursuant to the Securities Act of 1933 on
Form S-8 concerning certain shares of the Corporation's Common Stock of the par
value of $1.00 per share to be offered in connection with the Corporation's
1995 Stock Incentive Plan, and to sign any and all amendments or post-effective
amendments to such Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission or any state regulatory authority, granting
unto said attorney or attorneys-in-fact, and each of them, full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as they might or could do in person, hereby ratifying and confirming
all that said attorney or attorneys-in-fact or any of them or their substitute
or substitutes may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned have hereunto set their
hands as of the 29th day of June, 1995.
<TABLE>
<S> <C>
/s/Gordon D. Harnett /s/Carl Cramer
- ---------------------------- -------------------------------
Chairman of the Board of Vice President Finance and
Directors, President and Chief Financial Officer
Chief Executive Officer (Principal Accounting Officer)
(Principal Executive Officer)
/s/Albert C. Bersticker /s/Dr. Charles F. Brush, III
- ---------------------------- -------------------------------
Albert C. Bersticker, Dr. Charles F. Brush, III,
Director Director
/s/David L. Burner /s/Frank B. Carr
- ---------------------------- -------------------------------
David L. Burner, Director Frank B. Carr, Director
/s/William P. Madar /s/Robert M. McInnes
- ---------------------------- -------------------------------
William P. Madar, Director Robert M. McInnes, Director
/s/Gerald C. McDonough /s/John Sherwin, Jr.
- ---------------------------- -------------------------------
Gerald C. McDonough, Director John Sherwin, Jr., Director
/s/Henry G. Piper
- ----------------------------
Henry G. Piper, Director
</TABLE>
<PAGE> 2
Exhibit 24
BRUSH WELLMAN INC. ----------
Power of Attorney
-----------------
KNOW ALL MEN BY THESE PRESENTS, that BRUSH WELLMAN INC., an Ohio corporation
(the "Corporation"), hereby constitutes and appoints Gordon D. Harnett, Carl
Cramer, Michael C. Hasychak, Elizabeth M. Pesch and Louis Rorimer, and each of
them, its true and lawful attorney or attorneys- in-fact and agent or agents,
with full power of substitution and revocation, for it and in its name, place
and stead, to sign on its behalf in any and all capacities a Registration
Statement pursuant to the Securities Act of 1933 on Form S-8 concerning certain
shares of the Corporation's Common Stock of the par value of $1 per share to be
offered in connection with the Corporation's 1995 Stock Incentive Plan, and to
sign any and all post-effective amendments to such Registration Statement, and
to file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission or any state regulatory
authority, granting unto said attorney or attorneys-in-fact and agent or
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 in and about the
premises, as fully to all intents and purposes as it might or could do in
person, hereby ratifying and confirming all that said attorney or
attorneys-in-fact and agent or agents or any of them or their substitute or
substitutes may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set its hand as of the 29th
day of June, 1995.
BRUSH WELLMAN INC.
By: /s/Carl Cramer
-----------------------------------
Carl Cramer, Vice President
and Chief Financial Officer
