Registration No. 333-______
_________________________________________________________________
_________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
___________
M. A. HANNA COMPANY
(Exact name of Registrant as specified in its charter)
Delaware 34-0232435
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
___________
Suite 36-5000, 200 Public Square, Cleveland, Ohio 44114-2304
(Address of principal executive office including zip code)
__________
M. A. Hanna Company Voluntary Non-Qualified Deferred Compensation Plan
(Full title of plan)
___________
John S. Pyke, Jr., Esq.
Vice President, General Counsel and Secretary
M. A. Hanna Company
Suite 36-5000, 200 Public Square, Cleveland, OH 44114-2304
(216) 589-4000
(Name and address and telephone number including area code of agent for service)
__________
CALCULATION OF REGISTRATION FEE
Title of Amount of
securities to Amount Price Per Maximum aggregate registration
be registered(1) Registered(2)(3) share(4) Offering Price(4) fee (4)
Common Stock
Par Value
$1.00 400,000 $21.8125 $8,725,000 $2,644
(1) In addition, pursuant to Rule 416(c) under the Securities
Act of 1933 (the "Securities Act"), this Registration Statement
also covers an indeterminate amount of interests to be offered or
sold pursuant to the M.A. Hanna Company Voluntary Non-Qualified
Deferred Compensation Plan (the "Plan").
(2) Maximum number of shares expected to be issued under the
Plan prior to March 31, 2002.
(3) Pursuant to Rule 416 under the Securities Act, additional
shares of the Common Stock of the Company issued or which become
issuable in order to prevent dilution resulting from any future
stock split, stock dividend or similar transaction are also being
registered hereunder.
(4) Based upon the average of the high and low sales prices of
the Common Stock in the consolidated reporting system on May 12,
1997; determined in accordance with Rule 457(c) solely for the
purpose of determining the amount of the registration fee.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents and reports filed by M. A. Hanna
Company (File No. 1-5222) (the "Company") with the Securities and
Exchange Commission (the "Commission") are incorporated herein by
reference:
(a) Annual Report of the Company on Form 10-K for the
fiscal year ended December 31, 1996;
(b) Quarterly Report of the Company on Form 10-Q for the
quarter ended March 31, 1997;
(c) The description of the Company's Common Stock contained
in the Registration Statement filed under Section 12 of the
Securities Exchange Act of 1934, including any amendment or
report filed for the purpose of updating such description; and
(d) The description of the Company's Stock Purchase Rights
contained in the Rights Agreement filed as Exhibit 2 to Form 8-K
dated December 4, 1991, as amended.
All documents filed after the date of the filing of this
Registration Statement 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 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 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.
John S. Pyke, Jr., whose legal opinion is filed as an
exhibit to this registration statement is Vice President, General
Counsel and Secretary of the Registrant and is the beneficial
owner of approximately 51,127 shares of the Company's Common
Stock.
Item 6. Indemnification of Directors and Officers
Subsection (b)(7) of Section 102 of the Delaware General
Corporation Law (the "DGCL") empowers a corporation in its
original certificate of incorporation or an amendment thereto
validly approved by stockholders to eliminate or limit the
personal liability of a director to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as
a director, provided that such provision cannot eliminate or
limit the liability of a director for (i) breach of the
director's duty of loyalty to the corporation or its
stockholders, (ii) acts or omissions not in good faith or which
involve intentional misconduct or knowing violation of law, (iii)
payment of a dividend or approval of a stock repurchase which was
illegal under Section 174 of the DGCL, or (iv) any transaction
from which the director derived an improper personal benefit.
Articles Thirteenth and Fourteenth of the Registrant's
Certificate of Incorporation provide for limitation of liability
of directors, and indemnification of directors, officers and
others as follows:
"THIRTEENTH: To the full extent permitted by the
General Corporation Law of the State of Delaware
or any other applicable laws as presently or
hereafter in effect, no Director of the
Corporation shall be personally liable to the
Corporation or its stockholders for or with
respect to any acts or omissions in the
performance of his or her duties as a Director of
the Corporation. No amendment to or repeal of this
Article THIRTEENTH shall apply to or have any
effect on the liability or alleged liability of
any Director of the Corporation for or with
respect to any acts or omissions of such Director
occurring prior to such amendment."
<PAGE>
"FOURTEENTH: Each person who is or was or had
agreed to become a Director or officer of the
Corporation, or each such person who is or was
serving or had agreed to serve at the request of
the Board of Directors or an officer of the
Corporation as an employee or agent of the
Corporation or as a Director, officer, employee or
agent of another corporation, partnership, joint
venture, trust or other enterprise (including the
heirs, executors, administrators or estate of such
person), shall be indemnified by the Corporation
to the full extent permitted by the General
Corporation Law of the State of Delaware or any
other applicable laws as presently or hereafter in
effect. Without limiting the generality or effect
of the foregoing, the Corporation may enter into
one or more agreements with any person which
provide for indemnification greater or different
than that provided in this Article. No amendment
to or repeal of this Article FOURTEENTH shall
apply to or have any effect on the right to
indemnity permitted or authorized hereunder for or
with respect to or have any effect on the right to
indemnity permitted or authorized hereunder for or
with respect to claims asserted before or after
such amendment or repeal arising from acts or
omissions occurring in whole or in part before the
effective date of such amendment or repeal."
Reference is made to Section 145 of the DGCL relating to the
indemnification of directors and officers of a Delaware
corporation.
The Company has entered into Indemnification Agreements with
all of the Company's directors (except Messr. Eyton) and all of
the Company's executive officers (the "Indemnitees") to specify
the extent to which Indemnitees may receive indemnification under
circumstances in which indemnity would not otherwise be provided
by the DGCL. Pursuant to the Indemnification Agreements, an
Indemnitee will be entitled to indemnification as provided by
Section 145 of the DGCL and to indemnification for any amount
which the Indemnitee is or becomes legally obligated to pay
relating to or arising out of any claim made against such person
because of any act, failure to act or neglect or breach of duty,
including any actual or alleged error, misstatement or misleading
statement, which such person commits, suffers, permits or
acquiesces in while acting in the Indemnitee's position with the
Company. The Indemnification Agreements provide specific
procedures for securing indemnification and the Company is
required to make payments in connection with any claim against
the Indemnitee only to the extent expressly provided by law.
The Company has purchased directors and officers liability
insurance that provides for indemnification of directors and
officers against certain liabilities.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
4.1 Registrant's Certificate of Incorporation, as amended
and restated as of May 1, 1996, and currently in effect
(filed as Exhibit 3(a) to the Company's Annual Report
on Form 10-K for the fiscal year ended December 31,
1996, File No. 1-5222) incorporated herein by
reference.
4.2 By-laws of the Company (filed as Exhibit 3(d) to the
Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1987, File No. 1-5222)
incorporated herein by reference.
4.3 Rights Agreement dated December 4, 1991 between the
Company and Ameritrust Company National Association
(filed as Exhibit 2 to Form 8-K of M. A. Hanna Company
on December 5, 1991, as amended and as Exhibit 8 to
Form 8 of the Company filed on December 24, 1991)
incorporated herein by reference.
5 Opinion of Counsel
23.1 Consent of Ernst & Young LLP
23.2 Consent of Price Waterhouse LLP
<PAGE>
23.3 Consent of Counsel (included in Exhibit 5)
24 Powers of Attorney
99 M. A. Hanna Company Voluntary Non-Qualified Deferred
Compensation Plan (filed as Exhibit A to the
Registrant's definitive proxy statement dated March 20,
1995 filed pursuant to Regulation 14A, file No. 1-5222)
incorporated herein by reference.
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 of 1933; (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 registration statement is on Form
S-3 or on Form S-8, and 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 Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) 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.
(3) To remove from registration by means of a post-
effective amendment any 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 of
1933, each filing of the Registrant's annual report pursuant to
Section 13(a) or 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.
C. 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 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.
<PAGE>
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 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 May, 1997.
M. A. HANNA COMPANY
By: /s/John S. Pyke, Jr.
John S. Pyke, Jr.
Vice President, General Counsel
and Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following
persons in the capacities indicated as of the dates indicated.
Signatures Titles Date
/s/ D.J. McGregor* President and Chief May 13, 1997
D.J. McGregor Executive Officer
(principal executive
officer) and
Director
/s/ M.S. Duffey Vice President and May 13, 1997
M.S. Duffey Chief Financial
Officer (principal
financial officer)
/s/ T.E. Lindsey Controller May 13, 1997
T.E. Lindsey (principal
accounting officer)
/s/ B.C. Ames* Director May 13, 1997
B.C. Ames
/s/ C.A. Cartwright* Director May 13, 1997
C.A. Cartwright
/s/ G.D. Harnett* Director May 13, 1997
G.D. Harnett
/s/ W.R. Embry* Director May 13, 1997
W.R. Embry
/s/ J.T. Eyton* Director May 13,1997
J.T. Eyton
/s/ G.D. Kirkham* Director May 13, 1997
G. D. Kirkham
/s/ M.L. Mann* Director May 13, 1997
M.L. Mann
/s/ R.W. Pogue* Director May 13, 1997
R. W. Pogue
/s/ M.D. Walker* Director May 13, 1997
M. D. Walker
<PAGE>
* John S. Pyke, Jr., the undersigned attorney-in-fact, by
signing his name below, does hereby sign this registration
statement on behalf of the directors and officers of M. A. Hanna
Company indicated above by asterisk (constituting a majority of
the directors) pursuant to a power of attorney executed by such
persons and filed with the Securities and Exchange Commission
contemporaneously herewith.
By: /s/John S. Pyke, Jr.
John S. Pyke, Jr., as attorney-in-fact
Pursuant to the requirements of the Securities Act of 1933,
the administrators of the Plan have 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 May 14, 1997.
M.A. HANNA COMPANY VOLUNTARY NON-
QUALIFIED DEFERRED COMPENSATION PLAN
By: Committee for Employee Benefits Administration
By: /s/ Lani L. Beach
Lani L. Beach
By: /s/ Thomas W. Boothe
Thomas W. Boothe
By: /s/ Michael S. Duffey
Michael S. Duffey
By: Douglas R. Schrank
By: /s/ John S. Pyke, Jr.
John S. Pyke, Jr.
<PAGE>
EXHIBIT INDEX
Exhibit Exhibit
Number
4.1 Registrant's Certificate of Incorporation, as amended
and restated as of May 1, 1996, and currently in effect
(filed as Exhibit 3(a) to the Company's Annual Report
on Form 10-K for the fiscal year ended December 31,
1996, File No. 1-5222) incorporated herein by
reference.
4.2 By-laws of the Company (filed as Exhibit 3(d) to the
Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1987, File No. 1-5222)
incorporated herein by reference.
4.3 Rights Agreement dated December 4, 1991 between the
Company and Ameritrust Company National Association
(filed as Exhibit 2 to Form 8-K of M. A. Hanna Company
on December 5, 1991, as amended and as Exhibit 8 to
Form 8 of the Company filed on December 24, 1991)
incorporated herein by reference.
5 Opinion of Counsel
23.1 Consent of Ernst & Young LLP
23.2 Consent of Price Waterhouse LLP
23.3 Consent of Counsel (included in Exhibit 5)
24 Powers of Attorney
99 M. A. Hanna Company Voluntary Non-Qualified Deferred
Compensation Plan. (filed as Exhibit A to the
Registrant's definitive proxy statement dated March 20,
1995 filed pursuant to Regulation 14A, file No. 1-5222)
incorporated herein by reference.
EXHIBIT 5
May 14, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: M. A. Hanna Company
Voluntary Non-Qualified Deferred Compensation Plan
Form S-8 Registration Statement
Ladies and Gentlemen:
As Vice President, General Counsel and Secretary of M.A. Hanna
Company, a Delaware corporation (the "Company"), I am familiar
with the proceedings taken, and proposed to be taken, in
connection with the Voluntary Non-Qualified Deferred Compensation
Plan (the "Plan").
I have examined such documents, records and matters of law as I
have deemed necessary for the purposes of this opinion. Based on
the foregoing, I am of the opinion that (1) shares of common
stock, par value $1 each, of the Company which may be issued or
transferred and delivered pursuant to the Plan will be, when so
issued or transferred and delivered in accordance with the Plan,
duly authorized, validly issued, fully paid and nonassessable and
(2) the plan interests issuable pursuant to the Plan, when issued
upon receipt of the consideration provided for under the Plan and
in the manner contemplated by the Plan, will be validly issued,
fully paid, and nonassessable.
I hereby consent to the filing of this opinion as Exhibit 5 to
the Registration Statement on Form S-8 filed by the Company to
effect the registration under the Securities Act of 1933 of the
shares of common stock of the Company subject to the Plan and the
plan interests issuable pursuant to the Plan.
Very truly yours,
/s/John S. Pyke, Jr.
Vice President, General Counsel and Secretary
EXHIBIT 23
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement (Form S-8) pertaining to the M. A. Hanna Company
Voluntary Non-Qualified Deferred Compensation Plan of our report
dated January 31, 1995, with respect to the consolidated
financial statements and schedule of M. A. Hanna Company and
subsidiaries for the year ended December 31, 1994, incorporated by
reference in its Annual Report (Form 10-K) for the year ended
December 31, 1996, filed with the Securities and Exchange
Commission.
/s/Ernst & Young LLP
Ernst & Young LLP
Cleveland, Ohio
May 13, 1997
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (Non-Qualified Deferred Compensation Plan) of
M.A. Hanna Company of our report dated January 29, 1997 appearing
on page 38 of the Annual Report to Stockholders which is incorporated in
this Annual Report on Form 10-K. We also consent to the incorporation
by reference of our report on the Financial Statement Schedule, which
appears on page F-2 of this Form 10-K.
/s/Price Waterhouse LLP
Price Waterhouse LLP
Cleveland, Ohio
May 9, 1997
EXHIBIT 24
M. A. HANNA COMPANY
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS: That each person whose
signature appears below has made, constituted and appointed, and
by this instrument does make, constitute and appoint John S.
Pyke, Jr. and Valerie A. Gentile, and each of them, or her true
and lawful attorney, with full power of substitution and
resubstitution, to affix for him or and in his or her name, place
and stead, as attorney-in-fact, his or her signature as director
(including as a member of any committee of the board of
directors) or officer, or both, of M.A. Hanna Company, a Delaware
corporation (the "Company"), to Registration Statements on Form S-
8 or any other form that may be used from time to time, with
respect to the issuance and sale of its Common Stock and other
securities pursuant to (a) the M.A. Hanna Company Voluntary Non-
Qualified Deferred Compensation Plan and (b) the M.A. Hanna
Directors Retirement Plan and to any and all amendments, post-
effective amendments and exhibits to such Registration
Statements, and to any and all applications and other documents
pertaining thereto, giving and granting to each such attorney-in-
fact full power and authority to do and perform every act and
thing whatsoever necessary to be done in the premises, as fully
as they might or could do if personally present, and hereby
ratifying and confirming all that each of such attorney-in-fact
or any such substitute shall lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, this Power of Attorney has been signed
this 7th day of May, 1997.
/s/ D. J. McGregor /s/ M. S. Duffey
D. J. McGregor M. S. Duffey
/s/ T. E. Lindsey /s/ B. C. Ames
T. E. Lindsey B. C. Ames
/s/ C. A. Cartwright /s/ G. D. Harnett
C. A. Cartwright G. D. Harnett
/s/ J. T. Eyton /s/ W. R. Embry
J. T. Eyton W. R. Embry
/s/ M. L. Mann /s/ G. D. Kirkham
M. L. Mann G. D. Kirkham
/s/ M. D. Walker /s/ R. W. Pogue
M. D. Walker R. W. Pogue
