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Registration No. 33-__________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ICO, INC.
(Exact name of Registrant as specified in its Charter)
Texas 75-1619554
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
ICO, INC.
100 Glenborough Drive, Suite 250
Houston, Texas 77067
(713) 872-4994
(Address, including zip code, and telephone number, including
area code, of Registrant's principal executive offices)
ICO, Inc.
1995 Stock Option Plan
Gary P. Kreider, Esq.
Keating, Muething & Klekamp
One East Fourth Street
Cincinnati, Ohio 45202
(513) 579-6411
(Name, address, including zip code and telephone number,
including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Title of Proposed
Each Maximum Proposed
Class of Offering Maximum
Securities Amount to Price Aggregate Amount of
to be be Per Offering Registra-
Registered Registered Share (1) Price (1) tion Fee
___________ __________ _________ __________ _________
Common 400,000(2) 4.9375 1,975,000 $682.00
Stock, Shares
No par
value
(1) Estimated pursuant to Rule 457(c) solely for the purpose
of calculating the registration fee; based on the
average of the high and low prices reported on the
National Association of Securities Dealers Automated
Quotations System -National Market System on October 17,
1995.
(2) This Registration Statement is filed for up to 400,000
shares of Common Stock issuable upon exercise of options
granted pursuant to the ICO, Inc. 1995 Stock Option Plan.
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Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by ICO, Inc. (the
"Company") with the Securities and Exchange Commission are
incorporated herein by reference and made a part hereof:
1. The Company's Annual Report on Form 10-K for the
Fiscal Year ended September 30, 1994.
2. The Company's Quarterly Reports on Form 10-Q for the
Quarters ended December 31, 1994, March 31, 1995 and
June 30, 1995.
3. The description of the Company's Common Stock
contained in a Registration Statement on Form 8-A
filed with the Securities and Exchange Commission on
March 25, 1982.
All reports and other documents subsequently filed by the
Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, prior to the filing of a
post-effective amendment which indicates that all Common Stock
offered has been sold or which deregisters all Common Stock
then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part
hereof from the date of filing 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
Article 2.02-1 of the Texas Business Corporation Act
provides:
(1) A corporation may indemnify any officer or director
from and against any judgments, penalties, fines,
settlements, and reasonable expenses actually
incurred by him in an action, suit, investigation or
other proceeding to which he is, was, or is
threatened to be a party; provided that it is
determined by the Board of Directors, a committee
thereof, special legal counsel, or a majority of the
stockholders that such officer or director: (a)
acted in good faith; (b) reasonably believed that
his conduct was in the best interest of the
corporation or was, in some circumstances, not
opposed to the corporation's interest, and (c) in a
criminal case, had no reasonable cause to believe
his conduct was unlawful. Such indemnity is limited
to the reasonable expenses actually incurred in
matters as to which the officer or director is found
liable to the corporation or is found liable on the
basis that a personal benefit was improperly
received by him. No indemnification is permitted
with respect to any proceeding in which the officer
or director is found liable for willful or intentional
misconduct in the performance of his duty to the corporation.
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(2) A corporation shall indemnify a director against
reasonable expenses incurred by him in connection
with an action, suit, investigation, or other
proceeding to which he is, was, or was threatened to
be a party if he has been wholly successful in its
defense.
(3) A corporation may advance an officer or director the
reasonable costs of defending an action, suit,
investigation or other proceeding in certain cases.
(4) A corporation shall have power to purchase and
maintain insurance on behalf of any person who is or
was a director, officer, employee or agent of the
corporation, or is or was serving at the request of
the corporation as a director, officer, employee, or
agent of another corporation, partnership, joint
venture, trust, or other enterprise against any
liability asserted against him and incurred by him
in any such capacity or arising out of his status as
such, whether or not the corporation would have the
power to indemnify him against such liability under
the provisions of this Article.
Article 7, Section 7.01 of the Registrant's Bylaws
provides for indemnification of directors and officers,
and such Article 7, Section 7.01 is hereby incorporated
herein by reference.
The Registrant has purchased a directors and officers
liability and corporation reimbursement policy in the
amount of $5,000,000 which, subject to certain
exceptions, protects the officers and directors of the
Registrant against liabilities arising from any claim for
breach of duty, neglect, error, misstatement, misleading
statement, omission or other act attempted, committed or
allegedly committed by reason of the director or officer
acting in such capacity.
Article 302-7.06 of the Texas Miscellaneous Corporation
Laws Act permits a corporation to provide in its articles
of incorporation that a director of the corporation shall
not be personally liable to the corporation or its
stockholders for monetary damages for an act or omission
in the director's capacity as a director, except for
liability (i) for any breach of the director's duty of
loyalty to the corporation or its stockholders, (ii) for
acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law,
(iii) for any transaction from which the director derived
an improper personal benefit, or (iv) an act or omission
for which liability of a director is expressly provided
by applicable statute.
Article Twelve of the Articles of Incorporation of the
Registrant provides that to the full extent that the
Texas Miscellaneous Corporation Laws Act, as it now
exists or may hereafter be amended, permits the
limitation or elimination of the liability of directors,
a director of the Registrant shall not be liable to the
Registrant or its stockholders for monetary damages for
breach of fiduciary duty as a director. Any amendment to
or repeal of such Article Twelfth shall not adversely
affect any right or protection of a director of the
Registrant for or with respect to any acts or omissions
of such director occurring prior to such amendment or
repeal.
Item 7. Exemption from Registration Claimed
Not applicable.
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Item 8. Exhibits
4. Instruments defining the rights of security holders,
including indentures:
ICO, Inc. 1995 Stock Option Plan (Incorporated by
reference to Exhibit "A" to the ICO, Inc. Proxy
Statement dated August 10, 1995)
5. Opinion re: Legality opinion of Keating, Muething &
Klekamp filed herewith.
23. Consents of Experts and Counsel
23.1. Consent of Keating, Muething & Klekamp is
contained in its opinion filed as Exhibit 5 to
this Registration Statement
23.2. Consent of Price Waterhouse LLP is filed
herewith
24. Power of Attorney (see signature page of this
Registration Statement - Pages 6-7)
Item 9. Undertakings
9.1 The undersigned Registrant hereby undertakes 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
of 1933, (ii) to reflect in the prospectus any facts
or events arising after the effective date of this
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 this Registration
Statement and (iii) to include any material
information with respect to the plan of distribution
not previously disclosed in the Registration
Statement; provided, however, that (i) and (ii)
shall not apply if the information required to be
included in a post-effective amendment is contained
in periodic reports filed by the Registrant pursuant
to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by
reference in this Registration Statement.
9.2 The undersigned Registrant hereby undertakes that,
for the purpose of determining any liability under
the Securities Act of 1933, 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.
9.3 The undersigned Registrant hereby undertakes 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.
9.4 The undersigned Registrant hereby undertakes that,
for purposes of determining any liability under the
Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a)
or Section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) 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.
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9.5 Insofar as indemnification for liabilities arising
under the Securities Act of 1933 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 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
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.
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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 Houston, Texas, on October 23, 1995.
ICO, INC.
By: /s/ Sylvia A. Pacholder
___________________________________
Sylvia A. Pacholder, President &
Chief Executive Officer
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. The persons whose names are marked with an
asterisk (*) below hereby designate Jon C. Biro as Attorney-
In-Fact to sign all amendments including any post-effective
amendments to this Registration Statement.
Signature Capacity Date
/s/ Sylvia A. Pacholder
______________________ President & October 23, 1995
Sylvia A. Pacholder * Chief Executive
Officer
(Principal Executive
Officer)
/s/ Asher O. Pacholder
_______________________ Chairman of the October 23, 1995
Asher O. Pacholder * Board & Chief
Financial Officer
(Principal Financial
Officer)
/s/ William E. Cornelius
________________________ Director October 23, 1995
William E. Cornelius *
/s/ William J. Morgan
________________________ Director October 23, 1995
William J. Morgan *
/s/ Robin E. Pacholder
________________________ Director October 23, 1995
Robin E. Pacholder *
/s/ John F. Williamson
________________________ Director October 23, 1995
John F. Williamson *
/s/ Jon C. Biro
________________________ Controller October 23, 1995
Jon C. Biro & Treasurer
(Prinicpal
Accounting
Officer)
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Index to Exhibits
Exhibit
Number Description
5. Opinion re: Legality opinion of Keating,
Muething & Klekamp filed herewith.
23. Consents of Experts and Counsel
23.1. Consent of Keating, Muething & Klekamp is
contained in its opinion filed as Exhibit 5 to
this Registration Statement
23.2. Consent of Price Waterhouse LLP is filed
herewith
24. Power of Attorney (see signature pages of this
Registration Statement - Pages 6-7)
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FACSIMILE (513) 579-6956
October 23, 1995
Direct Dial: (513) 579-6411
ICO, Inc.
Northborough Tower
100 Glenborough Drive
Suite 250
Houston, Texas 77067
Ladies and Gentlemen:
We serve as your general counsel and are familiar with the
Articles of Incorporation, Bylaws and corporate proceedings
generally of ICO, Inc. (the "Company"). We have reviewed the
corporate records as to the establishment of the Company's 1995
Stock Option Plan which calls for the issuance of up to 400,000
shares of Common Stock to employees upon their exercise of
options that may be granted to them. Based upon such examination
and considerations, we are of the opinion:
1. That the Company is a duly organized and validly
existing corporation under the laws of the State of Texas; and
2. That the Company has taken all necessary and required
corporate actions in connection with the proposed issuance of
400,000 shares of Common Stock and that Common Stock, when issued
and delivered, will be validly issued, fully paid and
non-assessable shares of Common Stock of the Company.
We hereby consent to be named in the Registration Statement
and the Prospectus part thereof as the attorneys who have passed
upon legal matters in connection with the issuance of the afore-
said Common Stock and to the filing of this opinion as an exhibit
to the Registration Statement.
Yours truly,
KEATING, MUETHING & KLEKAMP
BY: /s/ Gary P. Kreider
________________________________
Gary P. Kreider
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Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the
Prospectus constituting part of this Registration Statement on
Form S-8 of our report dated December 22, 1994 appearing on page
F-2 of the ICO, Inc. Annual Report on Form 10-K for the year
ended September 30, 1994.
Price Waterhouse LLP
Houston, Texas
October 20, 1995
