<PAGE> 1
As filed with the Securities and Exchange Commission on September 14, 1998
Registration No. 33-__________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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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 AVENUE
CLEVELAND, OHIO 44110
(Address of principal executive offices)
BRUSH WELLMAN INC.
SAVINGS AND INVESTMENT PLAN
(Full title of the plan)
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MICHAEL C. HASYCHAK
SECRETARY AND TREASURER
BRUSH WELLMAN INC.
17876 ST. CLAIR AVENUE
CLEVELAND, OHIO 44110
(216) 486-4200
(Name, address and telephone number,
including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------
Proposed maximum Proposed maximum
Title of securities to Amount to be offering price per aggregate offering Amount of
be registered registered share(1) price(1) registration fee(1)
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 1,050,000 shs. $14.75 $15,487,500 $4,568.81
$1 Par Value(2)
Interests in the Plan Indeterminate(3)
- ---------------------------------------------------------------------------------------------------------------------
<FN>
(1) Estimated in accordance with Rule 457(c) and 457(h) under the Securities Act of 1933, as amended (the
"Securities Act"), solely for purposes of calculating the registration fee. The fee with respect to the shares
registered herein is based on the average of the high and low sale prices on September 10, 1998 of the
registrant's Common Stock as reported on the New York Stock Exchange.
(2) Each share of Common Stock includes an associated right to purchase one share of Common Stock (the "Right").
Until the occurrence of certain prescribed events, none of which has occurred, the Right is not exerciseable.
(3) In addition, pursuant to Rule 416(c) under the Securities Act, this Registration Statement also covers an
indeterminable amount of interests to be offered or sold pursuant to the employee benefit plan discussed
herein.
</TABLE>
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
The contents of Registration Statement No. 33-45323, previously filed
by Brush Wellman Inc. on February 3, 1992 with the Securities and Exchange
Commission in connection with its Savings and Investment Plan, are incorporated
herein by reference.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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 this 14th day of
September, 1998.
BRUSH WELLMAN INC.
By: /s/ Gordon D. Harnett
--------------------------------
Gordon D. Harnett, President
and Chief Executive Officer
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POWER OF ATTORNEY
Each person whose signature appears below hereby appoints Michael C.
Hasychak as the undersigned's lawful attorney-in-fact and agent, with full power
of substitution and resubstitution, to execute in the undersigned's name, place
and stead, any amendments to the foregoing Registration Statement and to file
the same with the Securities and Exchange Commission. Such attorney shall have
full power and authority to do and perform, in the name and on behalf of each of
the undersigned, every act whatsoever necessary or desirable to be done, as
fully to all intents and purposes as the undersigned might or could do in
person. The undersigned each hereby ratifies and approves the acts of such
attorney.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons on this 8th
day of September, 1998 in the capacities indicated:
/s/ Gordon D. Harnett /s/ Joseph P. Keithley
- ----------------------------------------- ------------------------------
Gordon D. Harnett Joseph P. Keithley
Chairman of the Board, President, Chief Director
Executive 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
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Albert C. Bersticker Robert M. McInnes
Director Director
/s/ Charles F. Brush, III /s/ William R. Robertson
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Charles F. Brush, III William R. Robertson
Director Director
/s/ David L. Burner /s/ John Sherwin, Jr.
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David L. Burner John Sherwin, Jr.
Director Director
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Pursuant to the requirements of the Securities Act of 1933, as amended,
the administrator of the Plan 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 14th day of September, 1998.
BRUSH WELLMAN INC.
SAVINGS AND INVESTMENT PLAN
By: /s/ Jennifer L. Bates
----------------------------
Jennifer L. Bates
Member of the Administrative
Committee
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INDEX TO EXHIBITS
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Exhibit Description
- ------- -----------
4.1 Second Amended and Restated Articles of Incorporation of the
Company dated January 27, 1998 filed as Exhibit 3(a) to the
Company's Form 10-K Annual Report for the year ended December
31, 1997 and incorporated herein by reference.
4.2 Regulations of the Company as amended April 27, 1993 filed as
Exhibit 3(b) to the Company's Form 10-K Annual Report for the
year ended December 31, 1994 and incorporated herein by
reference.
4.3 Rights Agreement between the Company and National City Bank
N.A. dated January 27, 1998 filed as Exhibit 4(d) to the
Company's Form 10-K Annual Report for the year ended December
31, 1997 and incorporated herein by reference.
5 Opinion of Thompson Hine & Flory LLP.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Thompson Hine & Flory LLP (included as part of
Exhibit 5).
24 A Power of Attorney granted by each director executing this
Registration Statement is set forth on the signature page to
this Registration Statement.
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Exhibit 5
September 10, 1998
Brush Wellman Inc.
17876 St. Clair Avenue
Cleveland, Ohio 44110
Gentlemen:
We have acted as counsel to Brush Wellman Inc., an Ohio corporation
(the "Company"), in connection with the Company's Registration Statement on Form
S-8 (the "Registration Statement") filed under the Securities Act of 1933, as
amended (the "Act"), relating to the reservation of 1,050,000 shares of Common
Stock, $1 par value per share (the "Common Shares"), of the Company for issuance
under the Company's Savings and Investment Plan (the "Plan") which may be
offered or sold pursuant to the Plan.
In connection with the foregoing, we have examined: (a) the Articles of
Incorporation and Code of Regulations of the Company (each as amended to date),
(b) the Plan, and (c) such records of the corporate proceedings of the Company
and such other documents as we deemed necessary to render this opinion.
Based on such examination, we are of the opinion that:
1. The Company is a corporation duly organized and validly existing
under the laws of the State of Ohio.
2. The Common Shares available for issuance under the Plan, when issued
pursuant to the Plan, will have been legally issued and will be 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 use of this Opinion as Exhibit 5 to the
Registration Statement and the reference to our firm in Item 5 of Part II of the
Registration Statement.
Very truly yours,
/s/ Thompson, Hine & Flory LLP
Thompson Hine & Flory LLP
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Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the Brush Wellman Inc. Savings and Investment Plan 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
