<PAGE> 1
As filed with the Securities and
Exchange Commission on April 24,
1996.
Registration Statement No. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------------------
OGLEBAY NORTON COMPANY
(Exact name of registrant as specified in its charter)
DELAWARE 34-0158970
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
1100 Superior Avenue
Cleveland, Ohio 44114-2598
(Address of principal executive offices)
OGLEBAY NORTON COMPANY
LONG-TERM INCENTIVE PLAN
(Full title of the plan)
-------------------------
David G. Slezak, Esq.
Secretary and Director of Legal Affairs
Oglebay Norton Company
1100 Superior Avenue
Cleveland, Ohio 44114-2598
(216) 861-3300
(Name, address, and telephone number,
including area code, of agent for service)
-------------------------
Approximate date of offering hereunder: As soon as
practicable after the effective date of this Registration
Statement.
-------------------------
<PAGE> 2
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
maximum maximum
Title of offering aggregate Amount of
securities to Amount to be price per offering registration
be registered registered share price fee
- ------------- ---------- ----- ----- ---
<S> <C> <C> <C>
Common Stock
one dollar ($1.00)
par value
per share 100,000 shs. (2) $39.375 (3) $3,937,500
(3) $1,357.76 (3)
<FN>
(1) The Common Stock registered hereby includes associated rights (the
"Rights") to purchase shares of Common Stock. Until the occurrence of
certain prescribed events, none of which has occurred, the Rights are
not exercisable, are evidenced by the certificates representing the
Common Stock, and will be transferred along with and only with the
shares of Common Stock.
(2) Maximum number of shares available for purchase under the Plan.
(3) Estimated solely for purposes of calculating the registration fee
pursuant to Rule 457 under the Securities Act of 1933, as amended.
</TABLE>
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<PAGE> 3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents heretofore filed
with the Commission are incorporated herein by reference and made a part hereof:
(a) the registrant's Annual Report on Form 10-K for the year ended December 31,
1995, (b) all reports filed pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), since the end of the
fiscal year covered by the Annual Report on Form 10-K referred to in subsection
(a) above, and (c) a description of the registrant's Common Stock set forth in
the registrant's Registration Statement filed with the Commission pursuant to
Section 12 of the Exchange Act, including any amendment or report filed for the
purpose of updating that description.
All documents filed by the registrant
pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act after the
date of this Registration Statement and 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 by reference in this Registration Statement and to be a part of
this Registration Statement from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not Applicable
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not Applicable
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article Seventh, Paragraph (e) of the Restated Certificate of
Incorporation of the Registrant provides as follows:
(e)(1) 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 she, or a
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person of whom he or she 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 a director, trustee, officer, employee, 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,
trustee, officer, employee, or agent or in any other capacity while serving as a
director, trustee, officer, employee, or agent, shall be indemnified and held
harmless by the Corporation to the fullest extent authorized by the Delaware
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,
trustee, officer, employee, or agent and shall inure to the benefit of his or
her heirs, executors, and administrators; provided, however, that, except as
provided in Subsection (2) hereof, 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 Subparagraph (e) shall be a contract right and
shall include the right to be paid by the Corporation the expenses incurred in
defending any such proceeding in advance of its final disposition; provided,
however, that, if the Delaware Corporation Law requires, the payment of such
expenses incurred by a director or officer in his or her capacity as a director
or officer (and not in any other capacity in which service was or is rendered by
such person while a director or officer, including, without limitation, service
to an employee benefit plan) in advance of the final disposition of a proceeding
shall be made only upon delivery to the Corporation of an undertaking, by or on
behalf of such director or officer, to repay all amounts so advanced if it shall
ultimately be determined that such director or officer is not entitled to be
indemnified under this Section or otherwise. The Corporation may, by action of
its Board of Directors, provide indemnification to employees and agents of the
Corporation with the same scope
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<PAGE> 5
and effect as the foregoing indemnification of directors and officers.
(e)(2) If a claim under Subsection (l) 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 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 Delaware 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 stockholders) to have made a
determination prior to the commencement of such action that indemnification of
the claimant is proper in the circumstances because he or she has met the
applicable standard of conduct set forth in the Delaware Corporation Law, nor an
actual determination by the Corporation (including its Board of Directors,
independent legal counsel, or its stockholders) 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.
(e)(3) The right to indemnification and the
payment of expenses incurred in defending a proceeding in advance of its final
disposition conferred in this Subparagraph (e) shall not be exclusive of any
other right which any person may have or hereafter acquire under any statute,
provision of the Certificate of Incorporation, bylaw, agreement, vote of
stockholders or disinterested directors, or otherwise.
(e)(4) The Corporation may purchase and
maintain insurance on behalf of any person who is or was a director, officer, or
employee of the Corporation, or is or was serving at the request of the
Corporation as a director, trustee, officer or employee of another corporation,
partnership, joint venture, trust, or other enterprise against any liability
asserted against him or her and incurred by him or her in any such capacity, or
arising out of his or her status as such, whether or not
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<PAGE> 6
the Corporation would have the power to indemnify him or her against such
liability under the provisions of this Subparagraph (e) or of the Delaware
Corporation Law. The Corporation maintains liability insurance for all of its
directors and officers ("D&O insurance"). This D&O insurance also insures the
Corporation against amounts payable to indemnify directors and officers, subject
to policy limits and retention amounts.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable
ITEM 8. EXHIBITS
The Exhibits to the Registration Statement are
listed in the Exhibit Index on page 10 of this Registration Statement.
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 Exchange Act of 1993, as
amended (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;
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<PAGE> 7
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
Registration Statement is on Form S-3, 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
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 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to 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) The undersigned registrant hereby
undertakes to deliver or cause to be delivered with the prospectus, to each
person to whom the prospectus is sent or given, the latest annual report to
security holders that is incorporated by reference in the prospectus and
furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3
under the Exchange Act, and, where interim financial information required to be
presented by Article 3 of Regulation S-X is not set forth in the prospectus, to
deliver, or cause to be delivered to each person to whom the prospectus is sent
or given, the latest quarterly report that is specifically incorporated by
reference in the prospectus to provide such interim financial information.
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(d) Insofar as indemnification for
liabilities 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 Securities and Exchange 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.
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<PAGE> 9
SIGNATURES
Pursuant to the requirements of the Securities Act
of 1933, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Cleveland, State of Ohio, on April 24, 1996.
OGLEBAY NORTON COMPANY
By: /s/ David G. Slezak
--------------------
David G. Slezak, Secretary and
Director of Legal Affairs
Pursuant to the requirements of the
Securities Act of 1933, this Registration Statement has been signed by the
following persons in the capacities indicated as of April 24, 1996.
Signature Title
- --------- -----
/s/ R. Thomas Green, Jr. Chairman of the Board
- ----------------------- President, Chief
R. Thomas Green, Jr. Executive Officer and
Director (Principal
Executive
Officer)
/s/ Richard J. Kessler Vice President - Finance and
- ----------------------- Development (Principal
Richard J. Kessler Financial and
Accounting
Officer)
/s/ Brent D. Baird Director
- -----------------------
Brent D. Baird
/s/ Malvin E. Bank Director
- -----------------------
Malvin E. Bank
/s/ William G. Bares Director
- -----------------------
William G. Bares
-8-
<PAGE> 10
/s/ James T. Bartlett Director
- -----------------------
James T. Bartlett
/s/ Albert C. Bersticker Director
- -----------------------
Albert C. Bersticker
/s/ John J. Dwyer Director
- -----------------------
John J. Dwyer
/s/ Ralph D. Ketchum Director
- ------------------------
Ralph D. Ketchum
/s/ Renold D. Thompson Director
- -----------------------
Renold D. Thompson
/s/ John D. Weil Director
- -----------------------
John D. Weil
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<PAGE> 11
OGLEBAY NORTON COMPANY
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
<S> <C> <C>
Exhibit Description Page
4 Instruments defining rights of
security holders, including
indentures:
4(a) The Registrant is a party to
instruments, copies of which will
be furnished to the Securities and
Exchange Commission upon request,
defining the rights of holders of
its long-term debt
4(b) Form of Rights Agreement *
5 Opinion of Thompson, Hine and
Flory as to the legality of
the securities to be
registered 11
23.1 Consent of Ernst & Young LLP
23.2 Consent of Thompson, Hine and N/A
Flory (included as part of
Exhibit 5)
* Incorporated by reference to Exhibit 4(b) to the
Registrant's Annual Report on Form 10-K for the
year ended December 31, 1993.
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</TABLE>
<PAGE> 1
THOMPSON, HINE AND FLORY LETTERHEAD
April 24, 1996
Oglebay Norton Company
1100 Superior Avenue
Cleveland, Ohio 44114-2598
Gentlemen:
We have acted as counsel to Oglebay Norton Company
(the "Company") in connection with the filing by the Company with the Securities
and Exchange Commission (the "Commission") under the provisions of the
Securities Act of 1933, as amended, of a Form S-8 Registration Statement (the
"Registration Statement") with respect to 100,000 shares of Common Stock one
dollar ($1.00) par value per share of the Company (the "Common Stock") issuable
in connection with the Company's Long-Term Incentive Plan (the "Plan"). Acting
as counsel for the Company, we have examined the following:
(a) The Restated Certificate of Incorporation and
By-Laws of the Company, as presently in effect;
(b) Such records of corporate proceedings and such
other documents as we deemed it necessary to examine as a basis for the
opinions hereinafter expressed;
(c) The form of the Registration
Statement to be filed with the Commission; and
(d) Copies of the Plan and the records of the
proceedings of the Board of Directors of the Company and of the
stockholders of the Company relating to the approval and adoption
thereof.
Based upon the foregoing and upon legal
considerations that we deem relevant, we are of the opinion that:
(a) The Company is a corporation duly organized and
validly existing under the laws of the State of Delaware.
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<PAGE> 2
(b) The Common Stock, when purchased and paid for in
the manner contemplated by the Registration Statement and the Plan,
will be validly issued, fully paid, and non-assessable.
In rendering this opinion, we have assumed,
without any independent investigation, that: (i) all documents that have been
submitted to us as originals are authentic, and all documents that have been
submitted to us as copies conform to authentic, original documents; and (ii) all
persons executing agreements, instruments, or documents examined or relied upon
by us had the capacity to sign such agreements, instruments, or documents, and
all such signatures are genuine.
This opinion is given on the basis of the
law and facts existing as of the date hereof. We assume no obligation to advise
you of changes in matters of fact or law which may thereafter occur. Our opinion
is based on statutory laws and judicial decisions that are in effect on the date
hereof, and we do not opine with respect to any law, regulation, rule or
governmental policy which may be enacted or adopted after the date hereof.
We are licensed to practice law only in the
State of Ohio and, accordingly, the foregoing opinions are limited solely to the
laws of the State of Ohio, applicable federal laws of the United States, and the
Delaware General Corporation Law. We express no opinion as to matters governed
by any laws other than the laws of the State of Ohio, the Delaware General
Corporation Law, and the federal laws of the United States of America.
This opinion is solely for your information
in connection with the filing of the Registration Statement and may be relied
upon by you and by the Commission in connection therewith. It may not be relied
upon by any other individual or organization for any purpose, without our prior
written consent.
We consent to the use of this opinion as an
exhibit to the Company's Registration Statement as filed
with the Commission and to the use of our name therein.
Very truly yours,
/s/ THOMPSON HINE & FLORY P.L.L.
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<PAGE> 1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) and related prospectus pertaining to the Oglebay Norton Company
Long-Term Incentive Plan of our report dated February 29, 1996, with respect to
the consolidated financial statements of Oglebay Norton Company and
subsidiaries included in its Annual Report (Form 10-K) for the year ended
December 31, 1995, filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
Cleveland, Ohio
April 23, 1996
