<PAGE> 1
As filed with the Securities and Exchange Commission on September 14, 1998
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 (I.R.S. Employer Identification No.)
of Incorporation or Organization)
17876 St. Clair Avenue, Cleveland, Ohio 44110
(Address of Principal Executive Offices Including Zip Code)
BRUSH WELLMAN INC. 1995 STOCK INCENTIVE PLAN
(AS AMENDED AS OF MARCH 3, 1998)
(Full Title of the Plan)
Michael C. Hasychak
Secretary and Treasurer
Brush Wellman 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)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
==================================================================================================================================
Title of Amount to be Proposed Maxi- Proposed Maxi- Amount of
Securities to Registered (1) mum Offering mum Aggregate Registration
be Registered Price Per Share (2) Offering Price (2) Fee
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Shares, par
value of $1 per share 750,000 $ 14.75 $ 11,062,500 $ 3,263.44
==================================================================================================================================
</TABLE>
(1) Pursuant to Rule 416 of the Securities Act of 1933 (the "Securities
Act"), this Registration Statement also covers such additional Common
Shares of the par value of $1 per share ("Common Shares"), as may
become issuable pursuant to the anti-dilution provisions of the Brush
Wellman Inc. 1995 Stock Incentive Plan (As Amended as of March 3, 1998)
(the "Plan").
(2) Estimated solely for calculating the amount of the registration fee,
pursuant to paragraphs (c) and (h) of Rule 457 of the General Rules and
Regulations under the Securities Act, on the basis of the average of
the high and low sale prices of such securities on the New York Stock
Exchange on September 10, 1998, within five business days prior to
filing.
Exhibit Index Appears on Page 4
Page 1 of 4 Pages
<PAGE> 2
Part II
Pursuant to General Instruction E to Form S-8, the contents of
Registration Statement No. 33-60709 on Form S-8 as filed by Brush Wellman Inc.
(the "Registrant") with the Securities and Exchange Commission on June 29, 1995
are incorporated herein by reference.
Item 8. Exhibits
--------
4(a) Second Amended and Restated Articles of Incorporation of the
Registrant (filed as Exhibit 3(a) to the Registrant's Annual
Report on Form 10-K for the year ended December 31, 1997 and
incorporated herein by reference).
4(b) Rights Agreement between the Registrant and National City
Bank, N.A., dated January 27, 1998 (filed as Exhibit 4(d) to
the Registrant's Annual Report on Form 10-K for the year
ended December 31, 1997 and incorporated herein by
reference).
4(c) Brush Wellman Inc. 1995 Stock Incentive Plan (As Amended as of
March 3, 1998) (filed as Exhibit A to the Registrant's Proxy
Statement dated March 16, 1998, Commission File No. 1-7006,
and incorporated herein by reference).
5 Opinion of Counsel.
23(a) Consent of Independent Auditors.
23(b) Consent of Counsel (included in Exhibit 5).
24 Power of Attorney.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Cleveland, State of Ohio, on September 14, 1998.
BRUSH WELLMAN INC.
By: /s/ Michael C. Hasychak
-------------------------------------------
Michael C. Hasychak, Secretary and Treasurer
Page 2 of 4 Pages
<PAGE> 3
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 indicated.
Signature Title Date
--------- ----- ----
* Chairman of the Board, President, September 14, 1998
- ---------------------- Chief Executive Officer and Director
Gordon D. Harnett (principal executive officer)
* Vice President and Chief Financial September 14, 1998
- ---------------------- Officer (principal financial and
Carl Cramer accounting officer)
* Director September 14, 1998
- ----------------------
Albert C. Bersticker
* Director September 14, 1998
- ----------------------
Charles F. Brush, III
* Director September 14, 1998
- ----------------------
David L. Burner
* Director September 14, 1998
- ----------------------
Joseph P. Keithley
Director September 14, 1998
- ----------------------
William P. Madar
Director September 14, 1998
- ----------------------
Robert M. McInnes
* Director September 14, 1998
- ----------------------
William R. Robertson
* Director September 14, 1998
- ----------------------
John Sherwin, Jr.
* 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 officers and directors thereof (constituting a majority
of the directors) pursuant to a power of attorney filed with the Securities and
Exchange Commission.
September 14, 1998 By: /s/ Michael C. Hasychak
--------------------------------------
Michael C. Hasychak, Attorney-in-Fact
Page 3 of 4 Pages
<PAGE> 4
EXHIBIT INDEX
-------------
4(a) Second Amended and Restated Articles of Incorporation of the
Registrant (filed as Exhibit 3(a) to the Registrant's Annual
Report on Form 10-K for the year ended December 31, 1997 and
incorporated herein by reference).
4(b) Rights Agreement between the Registrant and National City
Bank, N.A., dated January 27, 1998 (filed as Exhibit 4(d) to
the Registrant's Annual Report on Form 10-K for the year
ended December 31, 1997 and incorporated herein by
reference).
4(c) Brush Wellman Inc. 1995 Stock Incentive Plan (As Amended as of
March 3, 1998) (filed as Exhibit A to the Registrant's Proxy
Statement dated March 16, 1998, Commission File No. 1-7006,
and incorporated herein by reference).
5 Opinion of Counsel.
23(a) Consent of Independent Auditors.
23(b) Consent of Counsel (included in Exhibit 5).
24 Power of Attorney.
Page 4 of 4 Pages
<PAGE> 1
Exhibit 5
[BRUSH WELLMAN INC. LETTERHEAD]
September 11, 1998
Securities and Exchange Commission
Judiciary Plaza
450 5th Street, N.W.
Washington, D.C. 20549
Re: 1995 Stock Incentive Plan (as Amended as of March 3, 1998)
----------------------------------------------------------
Ladies and Gentlemen:
I have acted as counsel for Brush Wellman Inc., an Ohio corporation
(the "Company"), in connection with the Brush Wellman Inc. 1995 Stock Incentive
Plan (as Amended as of March 3, 1998) (the "Plan"). I have examined such
documents, records and matters of law as we have deemed necessary for purposes
of this opinion, and based thereon, I am of the opinion that the shares of
Common Stock, of the par value of $1 per share, of the Company (the "Common
Shares"), that may be issued or transferred and sold pursuant to the Plan and
any agreements contemplated thereby (the "Agreements") will be, when issued or
transferred and sold in accordance with the Plan and the Agreements, duly
authorized, 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.
I hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement on Form S-8 filed by the Registrant to effect
registration of the 750,000 additional Common Shares to be issued and sold
pursuant to the Plan under the Securities Act of 1933.
Very truly yours,
/s/ John J. Pallam
John J. Pallam
Vice President and General Counsel
<PAGE> 1
Exhibit 23(a)
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the Brush Wellman Inc. 1995 Stock Incentive Plan (As Amended
as of March 3, 1998) of our report dated January 27, 1998, 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, 1997
and our report dated March 25, 1998, with respect to the related financial
statement schedule included therein, filed with the Securities and Exchange
Commission.
ERNST & YOUNG LLP
Cleveland, Ohio
September 10, 1998
<PAGE> 1
Exhibit 24
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers
and directors of Brush Wellman Inc., an Ohio corporation ("the Company"), hereby
constitutes and appoints Gordon D. Harnett, Carl Cramer, Michael C. Hasychak and
Louis Rorimer, and each of them, as true and lawful attorneys or
attorneys-in-fact for the undersigned, with full power of substitution and
revocation, for him and in his name, place and stead, to sign on his behalf as
an officer or director of the Company a Registration Statement or Registration
Statements on Form S-8 pursuant to the Securities Act of 1933 concerning certain
Common Shares of the Company to be offered in connection with the Company's 1995
Stock Incentive Plan (As Amended as of March 3, 1998), and to sign any and all
amendments or post-effective amendments to such Registration Statement(s), 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 attorneys 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.
This Power of Attorney may be executed in multiple counterparts, each
of which shall be deemed an original with respect to the person executing it.
IN WITNESS WHEREOF, the undersigned have hereunto set their hands as of
the 8th day of September, 1998.
/s/ Gordon D. Harnett /s/ Joseph P. Keithley
- ------------------------------------------------- --------------------------
Gordon D. Harnett Joseph P. Keithley
Chairman of the Board, President, Chief Executive Director
Officer and Director (principal executive officer)
/s/ Carl Cramer
- ------------------------------------------------- --------------------------
Carl Cramer William P. Madar
Vice President and Chief Financial Officer Director
(principal financial and accounting officer)
/s/ Albert C. Bersticker
- ------------------------------------------------- --------------------------
Albert C. Bersticker Robert M. McInnes
Director Director
/s/ Charles F. Brush, III /s/ William R. Robertson
- ------------------------------------------------- --------------------------
Charles F. Brush, III William R. Robertson
Director Director
/s/ David L. Burner /s/ John Sherwin, Jr.
- ------------------------------------------------- --------------------------
David L. Burner John Sherwin, Jr.
Director Director
