<PAGE> 1
As filed with the Securities and Exchange Commission on June 13, 1997
Registration No. __-______
__________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________
Form S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_________________________
MEDUSA CORPORATION
(Exact name of registrant as specified in its charter)
Ohio 34-039-4630
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
3008 Monticello Boulevard
Cleveland Heights, Ohio 44118
(Address of Principal Executive Offices) (Zip Code)
MEDUSA CORPORATION
1991 LONG-TERM INCENTIVE PLAN
(Full title of the plan)
John P. Siegfried, Secretary
Medusa Corporation
3008 Monticello Boulevard
Cleveland Heights, Ohio 44118
(Name and address of agent for service)
(216) 371-4000
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
maximum maximum
Title of Additional offering aggregate Amount of
securities Amount to price per offering registration
to be registered be registered share(1) price(1) fee
<S> <C> <C> <C> <C>
- ----------------------------------------------------------------------------------------------
Common Shares, without par value 800,000 shares $28.8125 $23,050,000 $6,985
</TABLE>
(1)Inserted solely for the purpose of calculating the
registration fee pursuant to Rule 457(h). The fee is calculated,
as to the 800,000 shares, on the basis of the average of the high
and low prices for the Registrant's Common Shares reported on the
New York Stock Exchange-Composite Tape on May 6, 1996 ($28.8125
per share) (see attached).
_______________________________________________________________________________
<PAGE> 2
PART I
PROSPECTUS
MEDUSA CORPORATION
OFFERED AS SET FORTH HEREIN TO OFFICERS AND CERTAIN KEY EMPLOYEES OF MEDUSA
CORPORATION, ("MEDUSA" OR THE "COMPANY") AND ITS SUBSIDIARY COMPANIES
PURSUANT TO THE FOLLOWING:
_________________________
1991 LONG-TERM INCENTIVE PLAN
(800,000 COMMON SHARES,
WITHOUT PAR VALUE)
_________________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
____________________
THE DATE OF THIS PROSPECTUS IS JUNE 13, 1997.
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THIS MATERIAL CONSTITUTES PART OF THE PROSPECTUS
COVERING THESE SECURITIES,
WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.
MEDUSA CORPORATION
SUMMARY OF THE PLAN
The Board of Directors of Medusa Corporation ("Medusa" or the
"Company") adopted a new incentive benefit plan on February 25, 1991,
believing that the continuation of a sound long-term incentive benefit
program was in the best interests of Medusa in its continuing efforts to
attract and retain highly competent employees and to act as an incentive in
motivating selected officers and other key employees of Medusa and its
subsidiaries to achieve long-term corporate objectives. The 1991 Long-Term
Incentive Plan of Medusa Corporation ("1991 Plan") was approved by the
shareholders of Medusa at the Annual Meeting of Shareholders held on May 6,
1991. The 1991 Plan allows the Organization and Compensation Committee of
the Board of Directors (the "Committee") the flexibility to award various
types of long-term compensation incentives. Such grants may, but need not,
be based upon criteria such as increased shareholder value, earnings per
share, return on investment, return on shareholders' equity and other
company and individual performance goals.
The 1991 Plan may be amended, modified or terminated at any time by
action of the Board of Directors of the Company and, with the consent of
the participant, any outstanding agreement or award may be amended,
modified or terminated by action of the Committee. Shareholder approval is
required for any modification which would (i) increase the total number of
Medusa Corporation Common Shares, without par value (the "Common Shares"),
with respect to which options may be granted, (ii) change the employees or
class of employees to whom options may be granted or (iii) materially
increase the benefits accruing to participants under the 1991 Plan.
Notwithstanding the foregoing, Common Shares that are reserved for issuance
pursuant to the 1991 Plan are appropriately and proportionately adjusted to
reflect any stock dividend, stock split or other change in the Company's
capitalization. The 1991 Plan has no fixed expiration date. The Committee
is authorized to establish expiration and exercise dates on an award-by-
award basis. However, for the purpose of awarding Incentive Stock Options
under Section 422A of the Code, the 1991 Plan will expire on May 6, 2001,
which is ten years from the date of shareholder approval. The 1991 Plan is
not subject to any provisions of the Employee Retirement Income Security
Act of 1974.
PLAN ADMINISTRATION
The 1991 Plan is administered by the Committee. The members of the
Committee are appointed by the full Board of Directors of the Company for
one-year terms. All Committee members are ineligible, and have been
ineligible for a period of at least one year prior to their appointment, to
participate in the 1991 Plan or any other restricted stock, stock option or
stock appreciation right plan of the Company or any of its affiliates. The
names of the members of the Committee who presently administer the 1991
Plan are:
Dorsey R. Gardner
Jean Gaulin
Dwight C. Minton
Boris Yavitz, Chairman
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Each of the members and the Committee maintains an address for
correspondence with respect to Committee business at the offices of the
Company, at 3008 Monticello Boulevard, Cleveland Heights, Ohio 44118.
Subject to the express terms of the 1991 Plan, the Committee has
conclusive authority to construe and interpret the 1991 Plan, any
restricted stock, stock option or stock appreciation right agreement
entered into thereunder, and to establish, amend and rescind rules and
regulations for its administration. The Committee also has such additional
authority with respect to the 1991 Plan as the Board of Directors may from
time-to-time determine to be necessary or desirable.
PRINCIPAL FEATURES OF THE 1991 PLAN
AMOUNT OF STOCK - The 1991 Plan currently provides for awards of up to
2,300,000 shares, subject to anti-dilution adjustments upon the occurrence
of significant corporate events. The shares to be offered under the 1991
Plan will be either authorized and unissued shares or issued shares which
have been reacquired by Medusa.
ELIGIBILITY AND PARTICIPATION - All officers and Committee-designated
key employees of Medusa or any subsidiary are eligible to participate,
including officers who are also Directors of Medusa or its subsidiaries.
The Committee may also grant awards to non-employees who, in the judgment
of the Committee, render significant service to Medusa or any of its
subsidiaries. With respect to future awards, at the time of the filing of
this Registration Statement, the Committee has made no determination as to
the particular officers and key employees to whom long-term incentive
benefits under the 1991 Plan will be made, the type of incentive
compensation under the 1991 Plan which will be awarded or the number of
share benefits which will be awarded to any person.
RESTRICTED SHARE COMPONENT OF THE 1991 PLAN
The Committee may award to a participant Common Shares subject to
specified restrictions ("Restricted Shares"). Restricted Shares are
subject to forfeiture if the participant does not meet certain conditions
such as continued employment over a specified forfeiture period (the
"Forfeiture Period") and/or the attainment of specified performance targets
over the Forfeiture Period. The terms and conditions of Restricted Share
awards are determined by the Committee, provided that, unless otherwise
determined by the Board, the specified Forfeiture Period may not be less
than one year.
Participants who have been awarded Restricted Shares will have all of
the rights of a holder of outstanding Common Shares, including the right to
vote such shares and to receive dividends. During the Forfeiture Period,
Restricted Shares are nontransferable and may be held in custody by Medusa
or its designated agent, or if the certificate is properly legended, by the
participant. Upon the lapse or release of all restrictions, an
unrestricted certificate will be provided to the participant.
The Committee, at its sole discretion, may waive all restrictions with
respect to a Restricted Share award under certain circumstances (including
the death, disability, or retirement of a participant, or a material change
in circumstances arising after the date of grant) subject to such terms and
conditions as it deems appropriate. However, only the Board may waive
restrictions within one year of the date of grant.
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<PAGE> 5
STOCK OPTION COMPONENT OF THE 1991 PLAN
The Committee may grant to a participant non-qualified stock options,
Incentive Stock Options or a combination thereof. The terms and conditions
of stock option grants including the quantity, price, waiting periods, and
other conditions on exercise will be determined by the Committee.
Incentive Stock Option grants are made in accordance with Section 422A of
the Code.
The exercise price for stock options will be determined by the
Committee at its discretion, provided that the exercise price for each
Incentive Stock Option is at least equal to 100% of the fair market value
of a Common Share on the date when the stock option is granted. Unless
otherwise authorized by the Board, generally no stock option may be
exercised prior to six months from the date of grant.
Upon a participant's termination of employment for any reason, any
stock options which were not exercisable on the participant's termination
date will expire. In the case of a participant who retires from Medusa and
continues to render significant services to Medusa after retirement, the
Committee, at its discretion, may permit the period during which the
participant continues to render such services to Medusa to count toward the
participant's vesting requirement with respect to stock options that were
not exercisable at the time of the participant's termination of employment.
Except with respect to stock option awards made by the Committee after
May 9, 1994 to the Chairman and President ("Senior Executive Officers";
whose awards continue to survive on a post-employment basis for the balance
of the exercise period), upon a participant's termination of employment for
reasons other than death, disability or normal retirement, stock options
which were exercisable on the participant's termination date will expire
three months from the date of termination, unless the right to exercise the
options is extended by the Committee at its discretion. In general, upon a
participant's termination by reason of death, disability or normal
retirement, stock options which were exercisable on the participant's
termination date may continue to be exercised by the participant (or the
participant's beneficiary) for a period of five years from the date of the
participant's termination of employment.
Subject to the Committee's discretion, payment for Common Shares on
the exercise of stock options may be made in cash, Common Shares, a
combination of cash and Common Shares or in any other form of consideration
acceptable to the Committee (including one or more "cashless" exercise
forms). The Committee has the discretion to cause Medusa to assist a
participant in exercising stock options by lending sufficient cash to the
participant or by guaranteeing a participant's bank loan. In such event,
Medusa would hold the shares acquired upon exercise of the option as
security for repayment of the loan. On March 27, 1995, the Board of
Directors approved a non-substantive amendment to the 1991 Plan,
authorizing an annual limitation of 100,000 in the issuance of stock
options to a participant, thereby qualifying such awards as "performance-
based compensation" under Section 162(m) of the Code.
STOCK APPRECIATION RIGHT COMPONENT OF THE 1991 PLAN
Stock Appreciation Rights ("SARs") may be granted by the Committee to
a participant either separate from or in tandem with non-qualified stock
options or Incentive Stock Options. SARs may be granted at the time of the
stock option grant or, with respect to non-qualified stock options, at
anytime prior to the exercise of the stock option. An SAR entitles the
participant to receive, upon its exercise, a payment equal to (i) the
difference between the SAR exercise price and the fair market value of a
Common Share on the exercise date, times (ii) the number of Common Shares
with respect to which the SAR is exercised. Upon exercise of an
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<PAGE> 6
SAR with respect to Common Shares, the number of Common Shares covered by
the SARs related stock option, if any, are correspondingly reduced.
SARs granted in tandem with options are generally governed by the same
terms and conditions as govern the related stock option and may only be
exercised to the extent the related stock option is exercisable. However,
SARs which are granted in tandem with previously granted non-qualified
stock options cannot be exercised prior to six months from the date of the
SAR grant.
The exercise price of an SAR is determined by the Committee, but in
the case of SARs granted in tandem with stock options, may not be less than
the exercise price of the related stock option. Upon exercise of an SAR,
payment will be made in cash or Common Shares, or a combination thereof, as
determined at the discretion of the Committee. On March 27, 1995, the
Board of Directors approved a non-substantive amendment to the 1991 Plan,
authorizing an annual limitation of 100,000 in the issuance of SARs to a
participant, thereby qualifying such awards as "performance-based
compensation" under Section 162(m) of the Code. (Note: Through April 21,
1997, the Committee has not awarded any SARs under the 1991 Plan.)
PERFORMANCE AWARD COMPONENT OF THE 1991 PLAN
The Committee may grant performance awards to participants under such
terms and conditions as the Committee deems appropriate. A performance
award entitles a participant to receive a payment from Medusa, the amount
of which is based upon the attainment of predetermined performance targets
over a specified award period. Performance awards may be made in
conjunction with Restricted Share awards. Performance awards may be paid
in cash, Common Shares or a combination thereof, as determined by the
Committee.
Award periods will be established at the discretion of the Committee.
The performance targets will also be determined by the Committee and may,
but need not include specified levels of earnings per share, return on
investment, return on shareholders' equity and/or such other goals related
to the Company's or the individual's performance as are deemed appropriate
by the Committee. When circumstances occur which cause predetermined
performance targets to be an inappropriate measure of achievement, the
Committee, at its discretion, may adjust the performance targets.
If the minimum performance targets established by the Committee are
not met, no payment will be made to the participant. If the performance
targets are fully achieved, 100% of the performance award will be paid to
the participant. The Committee may also provide for payment of up to 150%
of a performance award for achievement which exceeds the performance
targets.
If a participant terminates employment prior to the end of an award
period, the participant generally will forfeit all rights to any
performance award, unless otherwise provided by the Committee. The
Committee, at its discretion, may determine to pay all or any portion of a
performance award to a participant who has terminated employment prior to
the end of an award period under certain circumstances (including death,
disability, retirement or a material change in circumstances arising after
the date of grant), provided that the participant completed at least one
year of employment following the grant of the award. The Board may
determine to pay all or a portion of a performance award to a participant
who has terminated employment less than one year following the date of
grant.
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<PAGE> 7
OTHER AWARDS
The Committee is authorized to grant any other cash awards, Common
Share awards or other types of awards which are valued in whole or in part
by reference to the value of Common Shares. The terms and conditions of
such awards and the participants eligible for such awards will be
determined by the Committee at its discretion.
SHARES SUBJECT TO THE 1991 PLAN
Effective May 6, 1996, up to 2,300,000 Common Shares in the aggregate
became available for issuance by the Committee under the 1991 Plan, subject
to further adjustment for any change in the Common Shares (including any
change which would result in a substantial dilution or enlargement of the
rights or economic benefit inuring to holders of shares or options issued
under the 1991 Plan). Shares or options which, from time-to-time, are
awarded by the Committee under the 1991 Plan will be made available either
from authorized and unissued Common Shares or from reacquired Common
Shares, including shares purchased in the open market. If any Common
Shares awarded under the 1991 Plan are reacquired by the Company pursuant
to the forfeiture provisions of the 1991 Plan, such shares shall again
become available for use under the 1991 Plan and shall be regarded as not
having been previously awarded.
AWARDS UNDER THE 1991 PLAN
With respect to the fiscal years 1991, 1992, 1993, 1994, 1995, 1996
and 1997, the Committee awarded under the 1991 Plan, 82,500, 82,500,
112,500, 79,950, 112,820, 91,000 and 99,000 Restricted Shares,
respectively, and 130,125, 153,750, 174,750, 246,000, 247,000, 263,000 and
294,000 stock options, respectively, all at fair market value on the date
of award, under award terms listed in detail as follows:
a) RESTRICTED STOCK AWARDED FROM 1991 THROUGH 1997
PERFORMANCE RESTRICTED SHARES AWARDED IN 1991 AND 1992 - In
respect to the fiscal 1991 and fiscal 1992 awards, and pursuant to the
Performance Restricted Share Agreements between the Company and the
participants, 50% of each share award is restricted until a test date
2 1/2 years from the date of the award and 50% of the award is
restricted until a test date 5 years from the date of the award. In
order for the shares restriction to lapse, the Growth Rate of the
Common Shares on a test date must meet or exceed, cumulatively, 15%
per annum over the award price. (The term "Growth Rate", includes
market value appreciation, distributions and dividends.) If the
restrictions on the initial 50% of the share award fail to lapse on
the 2 1/2-year test date, then such portion is not forfeit until it is
retested on the 5-year test date. By agreement, upon the lapse of
restrictions, the Company will provide additional compensation ("Gross
up") in an amount sufficient to pay the recipient's tax liability on
the Performance Restricted Shares.
PERFORMANCE RESTRICTED SHARES AWARDED IN 1993 AND 1994 - In
respect to the fiscal 1993 and fiscal 1994 awards, and pursuant to the
Performance Restricted Share Agreements between the Company and the
participants, 50% of each share award is restricted until a test date
2 1/2 years from the date of the award and 50% of the award is
restricted until a test date 5 years from the date of the award. In
order for the share restrictions to lapse, two requirements must be
met: a) the value of a Common Share (adjusted for stock distribution,
but not reflecting dividends) may not decline from the date of the award
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<PAGE> 8
to a test date; and b) the Common Share Growth Rate must meet or exceed
125% of the Growth Rate of the Standard and Poor's 500 Composite, when
measured from the date of the award to a test date. If the restrictions
on the initial 50% of the share award fail to lapse on the 2 1/2-year
test date, then such portion is not forfeit until it is retested on
the 5-year test date. By agreement, upon the lapse of restrictions,
the Company will Gross-up participants' compensation. On May 9, 1994,
the shareholders approved the material terms of performance goals
contained in the fiscal 1993 and 1994 Performance Restricted Share
awards, thereby qualifying such awards as "performance-based compensation"
under Section 162(m) of the Code.
AIP RESTRICTED SHARES AWARDED IN 1994 AND 1995 - In fiscal 1994
and 1995, the Committee authorized the executive officers of the
Company to elect to take their 1993 and 1994 Annual Incentive Plan
awards, respectively, in time-based Restricted Shares instead of cash,
with a 2-year share restriction period, an election under Section
83(b) of the Code and a Gross-up.
RESTRICTED SHARES AWARDED IN 1995, 1996 AND 1997 - In respect to
the fiscal 1995, 1996 and 1997 awards, and pursuant to the Restricted
Share Agreements between the Company and the participants, the number
of Restricted Shares awarded (restricted for a period of up to 5
years) is divided into two portions, as follows: a) a Supplemental
Executive Retirement Plan ("SERP")-Equivalent portion, consisting of
time-based Restricted Shares (with the number awarded to be determined
by the Company's actuary, based upon the terms and conditions of the
Company's SERP-Equivalent Plan), and b) a Performance Restricted Share
portion, the balance of the award, which consists of performance-based
shares. A one-fifth portion of the Performance Restricted Share award
is thereafter tested in each year during the restriction period. In
order for the share restrictions to lapse, two requirements must be
met: (i) the value of a Common Share (adjusted for stock
distributions, but not reflecting dividends) may not decline from the
date of the award to a test date; and (ii) the Common Share Growth
Rate must meet or exceed 110% of the Growth Rate of a "Cement Industry
Peer Group", when measured from the date of the award to a test date.
There is also a provision for "Partial Lapses" with respect to
proportionate amounts of the shares in 10% increments if more than
101%, but less than 110% of the performance objective is attained.
(i.e., a 101% Growth Rate causes the restrictions to lapse with
respect to 10% of the shares, etc.). If the restrictions on all or
part of any one-fifth portion of the share award fails to lapse, then
such portion or portions are not forfeit until they are retested, as
applicable, during the 5-year restriction period. By agreement, upon
the lapse of restrictions on Performance Restricted Shares, the
Company will Gross-up participants' compensation. On May 6, 1996, the
shareholders approved the material terms of performance goals
contained in the fiscal 1995, 1996 and 1997 Performance Restricted
Share awards, thereby qualifying such awards as "performance-based
compensation" under Section 162(m) of the Code.
GENERAL - The recipient of an award of Restricted Shares will
not, with respect to such award, be deemed to have become a
participant or to have any rights with respect to such award, unless
and until such recipient executes an agreement or other instrument
evidencing the award and delivers a fully executed copy thereof to the
Company and otherwise complies with the then applicable terms and
conditions of such award.
Each participant will be issued a certificate in respect of
Restricted Shares awarded under the 1991 Plan. Such certificate will
be registered in the name of the participant, and will bear an
appropriate legend referring to the terms, conditions and restrictions
applicable to such award substantially in the following form:
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"The transferability of this certificate and the
Common Shares represented hereby are subject to the terms
and conditions (including forfeiture) of the Medusa
Corporation 1991 Long-Term Incentive Plan and an Agreement
entered into between the registered owner and Medusa
Corporation. Copies of such Plan and Agreement are on file
in the offices of the Secretary, Medusa Corporation, 3008
Monticello Boulevard, Cleveland Heights, Ohio 44118."
All certificates for Restricted Shares delivered under the Plan
will be subject to such stop-transfer orders and other restrictions as
the Committee may deem advisable under the rules, regulations, and
other requirements of the Securities and Exchange Commission (the
"Commission"), any stock exchange upon which the Common Shares are
then listed and any applicable federal or state securities laws, and
the Committee may cause a legend or legends to be placed on any such
certificates to make appropriate reference to such restrictions.
The Committee may adopt rules which provide that the certificates
evidencing such Restricted Shares may be held in custody by a bank or
other institution, or that the Company may itself hold such Restricted
Shares in custody, until the restrictions thereon have lapsed and may
require, as a condition of any award, that the participant deliver a
stock power endorsed in blank relating to the shares covered by such
award.
Recipients of awards under the 1991 Plan are not required to make
any payment or provide consideration other than the rendering of
services to the Company in connection with the award of Restricted
Shares under the 1991 Plan.
RESTRICTIONS - With respect to the up to 5-year restriction
period for the SERP-Equivalent Restricted Shares and the Performance
Restricted Shares and the 2-year restriction period for the AIP Award
Restricted Shares described above commencing with the date of an award
(the "Restriction Period"), a participant will not be permitted to
sell, transfer, pledge or assign Restricted Shares awarded to him or
her. Any attempt to dispose of Restricted Shares in a manner contrary
to such restrictions shall be ineffective. However, no provisions of
the 1991 Plan preclude a participant from exchanging any Restricted
Shares for any other Common Shares that are similarly restricted.
FORFEITURE OF RESTRICTED SHARES - Except with respect to
Restricted Shares awards made by the Committee after May 9, 1994 to
Senior Executive Officers (whose awards continue to survive on a post-
employment basis for the balance of the Restriction Period), upon
termination of employment during the Restriction Period for any reason
or upon the end of the Restriction Period, in either case prior to the
lapse or termination of the relevant restrictions, all shares still
subject to restriction will be forfeited by the participant and will
be reacquired by the Company. In the event of a participant's
retirement, permanent total disability, or death, or in cases of
special circumstances, in its sole discretion, when it finds that a
waiver would be in the best interests of the Company, the Committee
may waive in whole or in part any or all remaining restrictions with
respect to such participant's Restricted Shares.
In the event of a change in control of the Company, any and all
remaining restrictions with respect to a participant's Restricted
Shares shall lapse. For purposes of the 1991 Plan, the term "Change
in Control" means any of the following events:
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"(a) The acquisition, other than from the Company, by
any individual, entity or group (within the meaning of Section
13(d)(3) or 14(d)(2) of the Exchange Act) of beneficial ownership
(within the meaning of Rule 13d-3 promulgated under the Exchange
Act) of 20% or more of either (i) the Outstanding Company Common
Shares or (ii) the Company Voting Securities; provided, however,
that the following shall not constitute a Change in Control: any
acquisition by (A) the Company or any of its Subsidiaries, or
any employee benefit plan (or related trust) sponsored or
maintained by the Company or any of its Subsidiaries, or (B) any
corporation with respect to which, following such acquisition,
more than 60%, respectively, of the then outstanding common
shares of such corporation and the combined voting power of the
then outstanding voting securities of such corporation entitled
to vote generally in the election of directors is then
beneficially owned, directly or indirectly, by all or
substantially all of the individuals and entities who were the
beneficial owners, respectively, of the Outstanding Company
Common Shares and Company Voting Securities immediately prior to
such acquisition in substantially the same proportion as their
ownership, immediately prior to such acquisition, of the
Outstanding Company Common Shares and Company Voting Securities,
as the case may be; or
(b) Individuals who constitute the Incumbent Board
cease for any reason to constitute in excess of two-thirds of the
Board; provided, however, that any individual becoming a director
subsequent to February 25, 1991 whose election or nomination for
election by the Company was approved by a vote of at least a
majority of the directors then comprising the Incumbent Board
shall be considered as though such individual were a member of
the Incumbent Board, but excluding, for this purpose, any such
individual whose initial assumption of office is in connection
with an actual or threatened election contest relating to the
election of members of the Board; or
(c) Approval by the shareholders of the Company of a
reorganization, merger or consolidation ("Merger"), unless, all
or substantially all of the individuals and entities who were the
respective beneficial owners of the Outstanding Company Common
Shares and Company Voting Securities immediately prior to the
Merger, following such Merger do beneficially own, directly or
indirectly, more than 60%, respectively, of the then outstanding
common shares and the combined voting power of the then
outstanding voting securities entitled to vote generally in the
election of directors, as the case may be, of the corporation
which results from the Merger, in substantially the same
proportion as their ownership of the Outstanding Company Common
Shares and Company Voting Securities, as the case may be,
immediately prior to the Merger.
(d) Approval by the shareholders of the Company of (i)
a complete liquidation or dissolution of the Company or (ii) a
sale or other disposition of all or substantially all of the
assets of the Company other than to a corporation with respect to
which, following such sale or disposition, more than 60%,
respectively, of the then outstanding common shares and the
combined voting power of the then outstanding voting securities
entitled to vote generally in the election of directors is then
owned beneficially, directly or indirectly, by all or
substantially all of the individuals and entities who were the
beneficial owners, respectively, of the Outstanding Company
Common Shares and Company Voting Securities immediately prior to
such sale or disposition in substantially the same proportion as
their ownership of the Outstanding Company Common Shares and
Company Voting Securities, as the case may be, immediately prior
to such sale or disposition."
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In the event of a Change in Control, stock options and SARs
immediately become exercisable, the restrictions on all Restricted
Shares lapse and all performance awards immediately become payable.
The 1991 Plan contains special provisions regarding the exercisability
of stock options and SARs in the event of a Change in Control by
individuals subject to Section 16(b) of the Exchange Act (certain
officers and directors).
DIVIDENDS AND OTHER RIGHTS - With respect to the Restricted
Shares, the participant shall have all of the rights of a shareholder
of the Company, including the right to vote the Restricted Shares and
receive cash dividends and other distributions with respect thereto;
provided nonetheless, that share distributions shall be subject to the
same restrictions as the Restricted Shares.
MISCELLANEOUS - No employee or other person will have any claim
or right to be granted Restricted Shares under the 1991 Plan, and
neither the 1991 Plan nor any action taken thereunder will be
construed as giving any participant, recipient, employee or other
person any right to be retained in the employ of the Company. Income
realized as a result of an award of Restricted Shares will not be
included in the participant's earnings for the purpose of any benefit
plan in which the participant may be enrolled or for which the
participant may become eligible unless otherwise specifically
authorized in such plan.
RESTRICTIONS ON RESALE OF COMMON SHARES - Under the Securities
Act of 1933, as amended (the "Securities Act"), persons participating
in the 1991 Plan who are deemed to be "Affiliates" of the Company are
restricted in the resale of the Common Shares owned by them (whether
such shares are acquired pursuant to the Plan or otherwise and even if
the shares are not, or are no longer, subject to the contractual
transferability restriction discussed above). For this purpose, an
"Affiliate" of the Company is any person who controls the Company, is
controlled by the Company, or is under common control with the
Company, whether directly or indirectly through one or more
intermediaries. A corporation's Affiliates would usually include all
persons whose security holdings are substantial enough to affect its
management. Also, all directors and executive or policy-making
officers are presumed to be Affiliates. Resales by Affiliates may be
made only pursuant to an effective registration statement under, or
pursuant to an exemption from, the registration requirements of the
Securities Act. One such exemption is provided for certain "brokers'
transactions" that comply with all the conditions set forth in Rule
144 of the Commission. No registration statement covering resales by
Affiliates is currently anticipated to be filed.
b) STOCK OPTIONS AWARDED FROM 1991 THROUGH 1997
GENERAL - The terms and conditions of the stock options awarded
under the 1991 Long-Term Incentive Plan are similar to the terms and
conditions of the awards under the Medusa Corporation 1988 Stock
Option Plan. The fiscal 1991 through fiscal 1994 awards of non-
qualified stock options were granted for a period of five years and
the fiscal 1995, 1996 and 1997 stock option awards were granted for a
period of ten years and are exercisable starting one year from date of
grant at a cumulative rate of 50% of the total shares available during
the second year, 75% during the third year and 100% thereafter. The
recipient of an award of stock options will not, with respect to such
award, be deemed to have become a participant or to have any rights
with respect to such award, unless and until such recipient executes
an agreement or other instrument evidencing the award and delivers a
fully executed copy thereof to the Company and otherwise complies with
the then applicable terms and conditions.
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ELIGIBILITY AND PARTICIPATION - All key employees of the Company
or any majority-owned subsidiary will be eligible to participate,
including officers or employees who may also be directors of the
Company or of any of its subsidiaries, but not including any employee
who owns more than 10% of the shares of the Company or any such
subsidiary. The Committee, in its discretion upon the recommendation
of management, will determine those employees who, as key employees,
shall be granted stock options in such amounts as may be determined by
the Committee.
PURCHASE PRICE - Incentive Stock Options will be granted at a
price not less than 100% of the average fair market value of the
shares on the date of grant. Shares available for option or so
optioned and the option price thereof will be increased or decreased
proportionately for any share split, share dividends or other similar
share adjustment. The Committee may make appropriate discretionary
adjustments or conversion for any future mergers, exchanges of
securities, reorganizations, liquidations in whole or in part or any
other corporate event which would result in a substantial diminution
of the economic benefit intended for the holders of options granted
under the 1991 Plan. The purchase price shall be paid in full upon
the exercise of an option either in cash or in whole or in part with
Common Shares previously owned by an optionee and valued on the basis
of fair market value on the date the option is exercised. The ability
to pay the purchase price with Common Shares would permit possible
"pyramiding" in successive and substantially simultaneous exercises.
Such pyramiding might permit an option holder to start with a
relatively small number of shares and exercise all of his or her then
exercisable share options with no additional cash (except for
fractional share adjustments) and no more investment than the original
shares. On May 8, 1992, all prior stock option award agreements were
retroactively amended to limit pyramiding activity by requiring a six
month share holding period and all subsequent stock option award
agreements have reflected the six month share holding period
requirement. Although it is not obligated to do so, the Committee may
authorize the acceptance of an optionee's surrender of his or her
right to exercise an option, or portion thereof, and the payment to
the optionee of the difference between the fair market value of the
shares underlying the option or portion thereof and the option price
thereof, in cash, or partly in cash and partly in shares.
CONDITIONS OF EXERCISE OF OPTION - Except with respect to stock
option awards made by the Committee after May 9, 1994 to Senior
Executive Officers, each option may be exercised in whole or in part
(in lots of ten shares or a multiple thereof) commencing one year from
the date of grant and ending five or ten years from such date, as
applicable, but no more than five years after termination of
employment by reason of death, disability or retirement, or three
months after termination of employment for any reason other than the
above. In the case of death, the option may be exercised,
respectively, by the employee or his or her heirs only to the extent
that the employee was entitled thereto on the date of termination of
employment or death. No option shall be transferable by the
employee's heirs, except by will or by the laws of descent or
distribution. Beginning one year from the date of grant and subject
to the provisions of Section 422A of the Internal Revenue Code of 1986
with respect to the limitation on the aggregate fair market value of
options exercisable for the first time in any calendar year, an option
may be exercised by an employee at a cumulative rate not in excess of
50% of the total shares optioned during the second year, 75% during
the third year and 100% thereafter.
CHANGE IN CONTROL - (For the definition of Change in Control,
please refer to Page I-8.)
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CURRENT STATUS OF THE 1991 PLAN
As of April 22, 1997, the authorized share issuance authority which
remained in the plan (2,300,000 shares issuance authority, reflecting
awards and cancellations) was 375,182 shares.
CERTAIN FEDERAL INCOME TAX CONSEQUENCES
GENERAL - The following is a brief description of the federal income
tax consequences under existing law generally applicable to awards under
the 1991 Plan, and is not intended to represent an analysis of the tax
rules as applied to any individual recipient. EACH PARTICIPANT IS URGED TO
CONSULT HIS OR HER PERSONAL TAX ADVISOR WITH RESPECT TO THE APPLICATION OF
THE TAX LAWS TO HIS OR HER PERSONAL CIRCUMSTANCES, CHANGES IN THE LAWS AND
THE POSSIBLE EFFECT OF OTHER TAXES.
RESTRICTED SHARES - A participant will normally not recognize taxable
income upon an award of Restricted Shares, and Medusa will not be entitled
to a deduction until the lapse of the restrictions. Upon lapse of
restrictions, the participant will then recognize ordinary taxable income
in an amount equal to the fair market value of the Common Shares as to
which the restrictions have lapsed, and Medusa will be entitled to a
deduction in the same amount. However, a participant may elect under
Section 83(b) to recognize taxable ordinary income in the year the
Restricted Shares are awarded in an amount equal to the fair market value
of the shares at that time, determined without regard to the restrictions.
In such event, Medusa will then be entitled to a deduction in the same
amount. Any gain or loss subsequently recognized by the participant will
be a capital gain or loss. If, after making a Section 83(b) election, any
Restricted Shares are forfeited, or if the fair market value at vesting is
lower than the amount on which the participant was taxed, the participant
cannot then claim a deduction.
STOCK OPTIONS - No tax is incurred by the participant (or expense
deductible by Medusa) upon the grant of a nonqualified stock option. At
the time of exercise of such an option, the difference between the exercise
price and the fair market value of Common Shares will constitute ordinary
income. Medusa will be allowed a deduction equal to the amount of ordinary
income recognized by the participant. In the case of Incentive Stock
Options, although no income is recognized upon exercise and Medusa is not
entitled to a deduction, the excess of the fair market value of Common
Shares on the date of exercise over the exercise price is treated by the
participant as an item of tax preference for alternative minimum tax
purposes. If the participant does not dispose of the shares acquired on
the exercise of an Incentive Stock Option within one year after their
receipt (and within two years after the grant of the stock option), gain or
loss recognized on the disposition of the shares will be treated as long-
term capital gain or loss. In the event of an earlier disposition, the
participant may recognize ordinary income and Medusa will be entitled to a
deduction, equal to the amount of such income, when the participant
recognizes income.
STOCK APPRECIATION RIGHTS - The participant will not recognize any
income at the time of grant of an SAR. Upon the exercise of an SAR, the
cash and the value of any Common Shares received will constitute ordinary
income to the participant. Medusa will be entitled to a deduction in the
amount of such income at the time of exercise.
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<PAGE> 14
PERFORMANCE AWARDS - Normally, a participant will not recognize
taxable income upon the award of the above grants. Subsequently, when the
conditions and requirements for the grants have been satisfied and the
payment determined, any cash received and the fair market value of any
Common Shares received will constitute ordinary income to the participant.
Medusa will also then be entitled to a deduction in the same amount.
ALL AWARDS - The Committee has discretion as to any award under the
1991 Plan to award a participant a separate cash amount at exercise,
vesting or lapse of restrictions to meet mandatory tax withholding
obligations or reimburse for any individual taxes paid. Special tax rules
may apply to any awards granted under the 1991 Plan to individuals subject
to Section 16 of the Act.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by Medusa Corporation (the "Company") are
incorporated by reference into this Registration Statement:
1) The Company's Registration Statement on Form 10 filed
pursuant to Section 12-g of Exchange Act, as amended by the Company's
Forms 8 filed pursuant to Section 12 of the Exchange Act; the
Company's Registration Statement on Forms 8A filed pursuant to Section
12 of the Exchange Act as amended by the Company's Form 8 filed
pursuant to Section 12 of the Exchange Act.
2) The Company's Annual Report on Form 10-K for the year ended
December 31, 1996.
3) The Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1997.
4) Amended Articles of Incorporation of Medusa Corporation
incorporated by reference to Appendix V to the Company's Information
Statement (which was filed as an exhibit to the Amended Form 10, File
No. 0-17011) and as amended December 15, 1995.
5) Code of Regulations of Medusa Corporation incorporated by
reference to Appendix VI to the Company's Information Statement (which
was filed as an exhibit to the Amended Form 10, File No. 0-17011).
6) Medusa Corporation 1991 Long-Term Incentive Plan, as amended
through March 27, 1995 (which was filed as an exhibit to the Form S-8,
File No. 33-46182 in February 1996).
7) Form of Medusa Corporation Performance Restricted Share
Agreement under 1991 Long-Term Incentive Plan (form used for 1995
awards, which was filed as an exhibit to the Form S-8, File No. 33-
46182 in February 1996).
8) Form of Medusa Corporation Stock Option Agreement under 1991
Long-Term Incentive Plan (form used for 1995 awards, which was filed
as an exhibit to the Form S-8, File No. 33-46182 in February 1996).
The consolidated financial statements incorporated in this Registration
Statement by reference to the Company's Annual Report on Form 10-K for the
year ended December 31, 1996 have been audited by Deloitte & Touche LLP,
independent accountants, as stated in their report which is incorporated
herein by reference, and have been so incorporated in reliance upon the
report of such firm, given upon their authority as experts in auditing and
accounting.
All documents subsequently filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after
the date of this Registration Statement, but prior to the filing of a post-
effective amendment to this Registration Statement which indicates that all
securities offered by this Registration Statement have been sold or which
deregisters all such securities then remaining unsold, shall be deemed to
be incorporated by reference into this Registration Statement. Each
document incorporated by reference into this
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<PAGE> 16
Registration Statement shall be deemed to be a part of this Registration
Statement from the date of the filing of such document with the Commission
until the information contained therein is superseded or updated by any
subsequently filed document which is incorporated by reference into this
Registration Statement or by any document which constitutes part of the
prospectus relating to the Medusa Corporation 1991 Long-Term Incentive
Plan (the "Plan") meeting the requirements of Section 10(a) of the
Securities Act.
Item 4. Description of Securities
The class of securities to be offered under this Registration Statement is
registered under Section 12 of the Exchange Act.
Item 5. Interests of Named Experts and Counsel
The legality of the Common Shares to which this Registration Statement
relates has been passed upon for the Company by John P. Siegfried, Vice
President, Secretary and General Counsel of the Company. Mr. Siegfried is
paid a salary by the Company, participates in benefit plans provided to
executive officers of the Company, from time-to-time, from fiscal 1991
through the filing of this Form S-8, has been granted Restricted Shares and
stock options pursuant to the Plan, and is eligible for further grants
pursuant to the Plan.
Item 6. Indemnification of Directors and Officers
Section 1701.13 of the Ohio General Corporation Law, as amended, provides
in relevant part as follows:
(E)(1) A corporation may indemnify or agree to indemnify any
person who was or is a party or is threatened to be made a party, to
any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, other than
an action by or in the right of the corporation, by reason of the fact
that he 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, trustee, officer, employee or agent of another
corporation, domestic or foreign, nonprofit or for profit,
partnership, joint venture, trust or other enterprise, against
expenses, including attorney's fees, judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection
with such action, suit or proceeding if he acted in good faith and in
a manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was
unlawful. The termination of any action, suit or proceeding by
judgment, order, settlement or conviction, or upon a plea of nolo
contendere or its equivalent, shall not, of itself create a
presumption that the person did not act in good faith, and in a manner
he reasonably believed to be in or not opposed to the best interests
of the corporation and, with respect to any criminal action or
proceeding, he had reasonable cause to believe that his conduct was
unlawful.
(2) A corporation may indemnify or agree to indemnify any person
who was or is a party or is threatened to be made a party, to any
threatened, pending or completed action or suit by or in the right of
the corporation to procure a judgment in its favor by reason of the
fact that he 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, trustee, officer, employee or an agent of another
corporation, domestic or foreign, nonprofit or for profit,
partnership, joint venture, trust or other enterprise, against
expenses, including attorney's fees, actually and reasonably incurred
by him in connection with the defense or settlement of such action or
suit if he acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the corporation,
except that no indemnification shall be made in respect of any of the
following:
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(a) Any claim, issue or matter as to which such person
is adjudged to be liable for negligence or misconduct in the
performance of his duty to the corporation unless, and only to
the extent that the Court of Common Pleas or the court in which
such action or suit was brought determines upon application that,
despite the adjudication of liability, but in view of all the
circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses as the Court of Common
Pleas or such other court shall deem proper;
(b) Any action or suit in which the only liability
asserted against a director is pursuant to Section 1701.95 of the
Revised Code.
(3) To the extent that a director, trustee, officer, employee or
agent has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in division (E)(1) and (2) of
this section, or in defense of any claim, issue or matter therein, he
shall be indemnified against expenses, including attorney's fees,
actually and reasonably incurred by him in connection with the action,
suit or proceeding.
(4) Any indemnification under divisions (E)(1) and (2) of this
section, unless ordered by a court, shall be made by the corporation
only as authorized in the specific case upon a determination that
indemnification of the director, trustee, officer, employee or agent
is proper in the circumstances because he has met the applicable
standard of conduct set forth in divisions (E)(1) and (2) of this
section. Such determination shall be made as follows:
(a) By a majority vote of a quorum consisting of
directors of the indemnifying corporation who were not and are
not parties to or threatened with any such action, suit or
proceeding;
(b) If the quorum described in division (E)(4)(a) of
this section is not obtainable or if a majority vote of a quorum
of disinterested directors so directs, in a written opinion by
independent legal counsel other than an attorney, or a firm
having associated with it an attorney, who has been retained by
or who has performed services for the corporation or any person
to be indemnified within the past five years;
(c) By the shareholders; or
(d) By the Court of Common Pleas or the court in which
such action, suit or proceeding was brought.
Any determination made by the disinterested directors under
division (E)(4)(a) or by independent legal counsel under division
(E)(4)(b) of this section shall be promptly communicated to the person
who threatened or brought the action or suit, by or in the right of
the corporation under division (E)(2) of this section, and within ten
days after receipt of such notification, such person shall have the
right to petition the Court of Common Pleas or the court in which such
action or suit was brought to review the reasonableness of such
determination.
(5) (a) Unless at the time of a director's act or omission
that is the subject of an action, suit or proceeding referred to
in divisions (E)(1) and (2) of this section, the articles or the
regulations of a corporation state by specific reference to this
division that the provisions of the division do not apply to the
corporation and unless the only liability asserted against a
director in an action,
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suit or proceeding referred to in divisions (E)(1) and (2) of this
section is pursuant to Section 1701.95 of the Revised Code,
expenses, including attorney's fees, incurred by a director in
defending the action, suit or proceeding shall be paid by the
corporation as they are incurred, in advance of the final
disposition of the action, suit or proceeding upon receipt of an
undertaking by or on behalf of the director in which he agrees to
do both of the following:
(i) Repay such amount if it is proved by
clear and convincing evidence in a court of competent
jurisdiction that his action or failure to act involved an
act or omission undertaken with deliberate intent to cause
injury to the corporation or undertaken with reckless
disregard for the best interests of the corporation;
(ii) Reasonably cooperate with the
corporation concerning the action, suit or proceeding.
(b) Expenses, including attorney's fees, incurred by a
director, trustee, officer, employee or agent in defending any
action, suit or proceeding referred to in divisions (E)(1) and
(2) of this section, may be paid by the corporation as they are
incurred, in advance of the final disposition of the action, suit
or proceeding as authorized by the directors in the specific case
upon the receipt of an undertaking by or on behalf of the
director, trustee, officer, employee or agent to repay such
amount, if it ultimately is determined that he is not entitled to
be indemnified by the corporation.
(6) The indemnification authorized by this section shall not be
and shall be in addition to, exclusive of, any other rights granted to
those seeking indemnification under the articles or the regulations or
any agreement, vote of shareholders or disinterested directors, or
otherwise, both as to action in his official capacity and as to action
in another capacity while holding such office, and shall continue as
to a person who has ceased to be a director, trustee, officer,
employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.
(7) A corporation may purchase and maintain insurance or furnish
similar protection, including but not limited to trust funds, letters
of credit or self-insurance, on behalf of or for 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,
trustee, officer, employee or agent of another corporation, domestic
or foreign, nonprofit or for profit, 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 this section. Insurance may be
purchased from or maintained with a person in which the corporation
has a financial interest.
(8) The authority of a corporation to indemnify persons pursuant
to divisions (E)(1) and (2) of this section does not limit the payment
of expenses as they are incurred, indemnification, insurance or other
protection that may be provided pursuant to divisions (E)(5), (6) and
(7) of this section. Divisions (E)(1) and (2) of this section do not
create any obligation to repay or return payments made by the
corporation pursuant to divisions (E)(5), (6) or (7).
(9) As used in this division, references to "corporation"
includes all constituent corporations in a consolidation or merger and
the new or surviving corporation, so that any person who is or was a
director, officer, employee or agent of such a constituent
corporation, or is or was serving at the request of such constituent
corporation as a director, trustee, officer, employee or agent of
another corporation,
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domestic or foreign, nonprofit or for profit, partnership, joint
venture, trust or other enterprise, shall stand in the same position
under this section with respect to the new or surviving corporation
as he would if he had served the new or surviving corporation in the
same capacity.
Article X of the Company's Articles of Incorporation provides as follows:
ARTICLE X
INDEMNIFICATION
SECTION 1. RIGHT TO INDEMNIFICATION. Each person who was or is made a
party or is threatened to be made a party to or is involved in any action,
suit or proceeding, whether civil, criminal, administrative or
investigative (hereinafter a "proceeding"), by reason of the fact that he,
or a person of whom he is the legal representative, is or was a director or
officer of the Corporation or is or was serving at the request of the
Corporation as director, officer, trustee or agent of another corporation
or of a partnership, joint venture, trust or other enterprise, including
service with respect to employee benefit plans, whether the basis of such
proceeding is alleged action in an official capacity as a director,
officer, trustee or agent or in any other capacity while serving as a
director, officer, trustee or agent, shall be indemnified and held harmless
by the Corporation to the fullest extent authorized by the Ohio General
Corporation Law, as the same exists or may hereafter be amended (but, in
the case of any such amendment, only to the extent that such amendment
permits the Corporation to provide broader indemnification rights than said
law permitted the Corporation to provide prior to such amendment), against
all expense, liability and loss (including attorneys' fees, judgments,
fines, ERISA excise taxes or penalties and amounts paid or to be paid in
settlement) reasonably incurred or suffered by such person in connection
therewith and such indemnification shall continue as to a person who has
ceased to be a director, officer, trustee or agent and shall inure to the
benefit of his or her heirs, executors and administrators; provided,
however, that, except, as provided in Section 2 of this Article X, the
Corporation shall indemnify any such person seeking indemnification in
connection with a proceeding (or part thereof) initiated by such person
only if such proceeding (or part thereof) was authorized by the Board of
Directors of the Corporation. The right to indemnification conferred in
this Section shall be a contract right and shall include the right to be
paid by the Corporation the expenses incurred in defending any such
proceeding as incurred and in advance of its final disposition; provided,
however, that the payment of such expenses as incurred and in advance of
the final disposition of a proceeding shall be made only upon delivery to
the Corporation of any undertaking required by the Ohio General Corporation
Law. The Corporation may, by action of its Board of Directors, provide
indemnification to agents of the Corporation and to employees of the
Corporation who are not directors or officers of the Corporation with the
same scope and effect as the foregoing indemnification of directors and
officers.
SECTION 2. RIGHT OF CLAIMANT TO BRING SUIT. If a claim under Section 1
of this Article X is not paid in full by the Corporation within thirty days
after a written claim has been received by the Corporation, the claimant
may at any time thereafter bring suit against the Corporation to recover
the unpaid amount of the claim and, if successful in whole or in part, the
claimant shall be entitled to be paid also the expense of prosecuting such
claim. It shall be a defense to any such action (other than an action
brought to enforce a claim for expenses incurred in defending any
proceeding as incurred and in advance of its final disposition where the
required undertaking, if any is required, has been tendered to the
Corporation) that the claimant has not met the standards of conduct which
make it permissible under the Ohio General Corporation Law for the
Corporation to indemnify the claimant for the amount claimed, but the
burden of proving such defense shall be on the Corporation. Neither the
failure of the Corporation (including its Board of Directors, independent
legal counsel, or its shareholders) to have made a determination prior to
the commencement of such action that
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indemnification of the claimant is proper in the circumstances because he
has met the applicable standard of conduct set forth in the Ohio General
Corporation Law, nor an actual determination by the Corporation (including
its Board of Directors, independent legal counsel, or its shareholders) that
the claimant has not met such applicable standard of conduct, shall be a
defense to the action or create a presumption that the claimant has not met
the applicable standard of conduct.
SECTION 3. NON-EXCLUSIVITY OF RIGHTS. The right to indemnification and
the payment of expenses incurred in defending a proceeding in advance of
its final disposition conferred in this Article X shall not be exclusive of
any other right which any person may have or hereafter acquire under any
statute, provision of the Articles or the Regulations of the Corporation,
agreement, vote of shareholders or disinterested directors or otherwise.
SECTION 4. INSURANCE. The Corporation may maintain insurance or furnish
similar protection, including but not limited to trust funds, letters of
credit or self-insurance, on behalf of or for itself and 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, trustee,
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
such person against such liability under the Ohio General Corporation Law.
Item 7. Exhibits
The following exhibits are filed herewith as part of this Registration
Statement:
Exhibit No.
4.1 Amended Articles of Incorporation of Medusa Corporation
incorporated by reference to Appendix V to the Company's
Information Statement (which was filed as an exhibit to the
Amended Form 10, File No. 0-17011) and as amended December 15,
1995.
4.2 Code of Regulations of Medusa Corporation incorporated by
reference to Appendix VI to the Company's Information Statement
(which was filed as an exhibit to the Amended Form 10, File No. 0-
17011).
4.3 Medusa Corporation 1991 Long-Term Incentive Plan, as amended
through March 27, 1995 (which was filed as an exhibit to the Form
S-8, File No. 33-46182 in February 1996).
4.4 Form of Medusa Corporation Performance Restricted Share Agreement
under 1991 Long-Term Incentive Plan (form used for 1995 awards,
which was filed as an exhibit to the Form S-8, File No. 33-46182
in February 1996).
4.5 Form of Medusa Corporation Stock Option Agreement under 1991 Long-
Term Incentive Plan (form used for 1995 awards, which was filed
as an exhibit to the Form S-8, File No. 33-46182 in February
1996).
5.1 Opinion of John P. Siegfried, Vice President, Secretary and
General Counsel of the Company, as to the legality of the
securities being registered.
23.1 Consent of Independent Accountants.
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<PAGE> 21
23.2 The consent of John P. Siegfried to the use of his opinion as an
exhibit to this Registration Statement is included in his opinion
filed as Exhibit 5.1.
Item 8. 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 paragraphs (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 Section 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 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) 1) The undersigned registrant hereby undertakes to deliver or
cause to be delivered with the prospectus to each employee to whom the
prospectus is sent or given, a copy of the registrant's annual report
to shareholders for its last fiscal year, unless such employee
otherwise has received a copy of such report, in which case the
registrant shall state in the prospectus that it will promptly
furnish, without charge, a copy of such report on written request of
the employee. If the last fiscal year of the registrant has ended
within 120 days prior to the use of the prospectus, the annual report
of the registrant for the preceding fiscal year may be so delivered,
but within such 120-day period the annual report for the last fiscal
year will be furnished to each such employee.
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(In the event that an appendix is utilized by the registrant to
update information in the prospectus, the registrant hereby undertakes
(i) to provide individuals who have already received copies of the
prospectus with a copy of any such current appendix, (ii) to furnish
an additional prospectus, upon request, to anyone who misplaces or
discards his previous copy, (iii) to supply new participants in the
Plan with both the prospectus and current appendix and (iv) to file
copies of such appendices with the Commission in accordance with Rules
424(c) under the Securities Act of 1933.)
2) The undersigned registrant hereby undertakes to transmit or
cause to be transmitted to all employees participating in the Plan,
who do not otherwise receive such material as shareholders of the
registrant, at the time and in the manner such material is sent to its
shareholders, copies of all reports, proxy statements and other
communications distributed to its shareholders generally.
* * * * * * *
h) Insofar as indemnification for liability 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 Securities 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 Securities Act and will be governed by
the final adjudication of such issue.
* * * * * * * * * *
SIGNATURES
The Registrant. 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 a 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, and the
State of Ohio on this 13th day of June, 1997.
MEDUSA CORPORATION
By:/s/ John P. Siegfried
---------------------
John P. Siegfried
Vice President, Secretary and
General Counsel
(Principal Legal Officer)
II-8
<PAGE> 23
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by John P. Siegfried, Esquire,
who has been authorized and appointed as attorney-in-fact to execute in the
name of each person and to file the above Registration Statement making
such changes in the Registration Statement as the registrant deems
appropriate.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
Chairman, Chief Executive Officer
and a Director
/s/ R. S. Evans (Principal Executive Officer) June 13, 1997
- --------------------------
R. S. Evans
President and a Director
/s/ George E. Uding, Jr. (Principal Operating Officer) June 13, 1997
- --------------------------
George E. Uding, Jr.
Vice President-Finance and Treasurer
/s/ R. Breck Denny (Principal Financial Officer) June 13, 1997
- --------------------------
R. Breck Denny
Corporate Controller
/s/ Edward A. Doles (Principal Accounting Officer) June 13, 1997
- --------------------------
Edward A. Doles
/s/ Mone Anathan, III Director June 13, 1997
- --------------------------
Mone Anathan, III
/s/ E. Thayer Bigelow, Jr. Director June 13, 1997
- --------------------------
E. Thayer Bigelow, Jr.
/s/ Richard S. Forte Director June 13, 1997
- --------------------------
Richard S. Forte
/s/ Dorsey R. Gardner Director June 13, 1997
- --------------------------
Dorsey R. Gardner
/s/ Jean Gaulin Director June 13, 1997
- --------------------------
Jean Gaulin
/s/ Dwight C. Minton Director June 13, 1997
- --------------------------
Dwight C. Minton
/s/ Charles J. Queenan, Jr. Director June 13, 1997
- --------------------------
Charles J. Queenan, Jr.
/s/ Boris Yavitz Director June 13, 1997
- --------------------------
Boris Yavitz
</TABLE>
II-9
Exhibit 4.1
This Exhibit 4.1, for the Amended Articles of Incorporation
of Medusa Corporation, is incorporated by reference to Appendix V
to the Company's Information Statement (which was filed as an
exhibit to the Amended Form 10, File No. 017011) and as amended
December 15, 1995.
Exhibit 4.2
This Exhibit 4.2, for the Code of Regulations of Medusa
Corporation, is incorporated by reference to Appendix VI to the
Company's Information Statement (which was filed in 1988 as an
exhibit to the Amended Form 10, File No. 0-17011).
Exhibit 4.3
This Exhibit 4.3, for the Medusa Corporation 1991 Long-Term
Incentive Plan, as amended through March 27, 1995, (which was filed in
February 1996 as an exhibit to the Form S-8, File No. 33-46182) and is
incorporated by reference into this Registration Statement.
Exhibit 4.4
This Exhibit 4.4, for the form of Medusa Corporation Performance
Restricted Share Agreement under the 1991 Long-Term Incentive Plan (as form
used for 1995), (which was filed in February 1996 as an exhibit to the Form
S-8, File No. 33-46182) and is incorporated by reference into this
Registration Statement.
Exhibit 4.5
This Exhibit 4.5, for the form of Medusa Corporation Stock Option
Agreement under the 1991 Long-Term Incentive Plan (as form used for 1995),
(which was filed in February 1996 as an exhibit to the Form S-8, File No.
33-46182) and is incorporated by reference into this Registration Statement.
Exhibit 5.1
[ Medusa Corporation Letterhead ]
June 13, 1997
Medusa Corporation
Lee and Monticello Boulevards
Cleveland Heights, Ohio 44118
Gentlemen,
I am Vice President, Secretary and General Counsel of Medusa
Corporation (the "Company"). This opinion is furnished as an Exhibit
to Registration Statement on Form S-8 (the "Registration Statement"),
under the Company's 1991 Long-Term Incentive Plan (the "Plan"), filed
by the Company with the Securities and Exchange Commission, for the
purpose of registering the Company's Common Shares, without par value
(the "Common Shares"), under the Securities and Exchange Act of 1934,
as amended.
On May 6, 1991, the shareholders of the Company authorized the
issuance of up to 500,000 Common Shares to officers and key employees
of the Company under the Plan, as contained in the first Registration
Statement on Form S-8 filed with respect to the Plan, dated March 4,
1992. On October 7, 1993 a stock distribution at the rate of one
additional Common Share for each two Common Shares held added 250,000
Common Shares to the above authority. On May 9, 1994, the
shareholders of the Company authorized the issuance of up to an
additional 750,000 Common Shares to officers and key employees of the
Company under the Plan, both of which events were reflected in a
second Registration Statement on Form S-8 filed with respect to the
Plan on February 15, 1996. The third Registration Statement on Form S-
8 filed in respect to the Plan (enclosed), reflects the authorization
by the shareholders of the Company on May 6, 1996 of the issuance of
up to an additional 800,000 Common Shares to officers and key
employees of the Company. Thus, the total authorized issuance under
the Plan is now 2,300,000 Common Shares.
In connection with rendering this opinion, I have examined the
Articles of Incorporation of the Company, corporate proceedings of the
Company, and such other documents and such questions of law as I
deemed necessary or appropriate.
Based on the foregoing, I am pleased to advise you that in my opinion:
(i) the Company has been duly incorporated and is a lawfully and
validly existing corporation under the laws of the State of Ohio; and
(ii) the Articles of Incorporation of the Company, amended as of
May 9, 1994, authorizes the issuance of up to 50,000,000 Common
Shares, of which 18,526,510 Common Shares are issued and outstanding
on the date of this opinion, and the issued and outstanding Common
Shares were validly issued and are fully paid and nonassessable.
I hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement.
Sincerely,
/s/ John P. Siegfried
John P. Siegfried
JPS:gsd
(G\TEXT\SEC\S8LTIP96\S8AM2REV\S8A2X5_1.Rev)
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of Medusa Corporation on Form S-8 of our report dated
January 27, 1997, which is incorporated by reference in the Annual
Report on Form 10-K of Medusa Corporation for the year ended December
31, 1996, and to the reference to us as "Experts" in Item 3 of such
Registration Statement.
/s/ Deloitte & Touche LLP
Cleveland, Ohio
June 13, 1997
Exhibit 23.2
CONSENT OF COUNSEL
The Consent of John P. Siegfried, Esq. is included in his opinion
to be filed as Exhibit 5.1 of the Registration Statement.
