As filed with the Securities and Exchange Commission on July 1, 1998.
Registration Statement No. 333-___________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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OWENS & MINOR, INC.
(Exact name of Registrant as specified in its charter)
Virginia 54-1701843
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
4800 Cox Road
Glen Allen, Virginia 23060-6292
(Address of principal executive office, including zip code)
OWENS & MINOR, INC.
1998 STOCK OPTION AND INCENTIVE PLAN
(Full title of the Plan)
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Drew St. J. Carneal
Senior Vice President, Secretary & General Counsel
Owens & Minor, Inc.
4800 Cox Road
Glen Allen, Virginia 23060-6292
(804) 747-9794
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
With copies to:
C. Porter Vaughan, III
Hunton & Williams
951 East Byrd Street
Richmond, Virginia 23219-4074
(804) 788-8200
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CALCULATION OF REGISTRATION FEE
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Proposed maximum Proposed maximum
Title of securities Amount to be offering price aggregate Amount of
to be registered registered per share(*) offering price(*) registration fee
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Common Stock, $2.00 par
value per share (including 1,380,000 shares $10.09 $13,924,200 $4,108
associated Rights)
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(*) Estimated solely for the purpose of computing the registration fee. This
amount was calculated pursuant to Rule 457(c) on the basis of the average of the
high and low prices of the Common Stock on the New York Stock Exchange on June
26, 1998.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
Not required to be filed with the Securities and Exchange Commission
(the "Commission").
Item 2. Registrant Information and Employee Plan Annual Information.
Not required to be filed with the Commission.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by Owens & Minor, Inc. (the "Company")
with the Commission (File No. 001-09810) are incorporated herein by reference
and made a part hereof: (i) the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1997; (ii) the Company's Quarterly Report on Form
10-Q for the quarter ended March 31, 1998; (iii) the Company's Current Report on
Form 8-K filed on May 28, 1998; and (iv) the description of the Company's Common
Stock (the "Common Stock") contained in a registration statement on Form 8-B
filed April 21, 1994 under the Securities Exchange Act of 1934 (the "Exchange
Act"), including any amendment or report filed for the purpose of updating such
description.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act after the date of the Registration Statement and
prior to the filing of a post-effective amendment that indicates that all
securities offered have been sold or that deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in the
Registration Statement and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated by reference
herein shall be deemed to be modified or superseded for purposes of the
Registration Statement to the extent that a statement contained herein or in any
other subsequently filed document that is incorporated by reference herein
modifies or supersedes such earlier statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of the Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Certain legal matters regarding shares of Common Stock will be passed
upon for the Company by Drew St. J. Carneal, Senior Vice President and General
Counsel of the Company. Mr. Carneal beneficially owns 78,330 shares of Company
Common Stock.
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Item 6. Indemnification of Directors and Officers.
The Virginia Stock Corporation Act permits, and the registrant's Bylaws
require, indemnification of the registrant's directors and officers in a variety
of circumstances, which may include indemnification for liabilities under the
Securities Act of 1933, as amended (the "Securities Act"). Under Sections
13.1-697 and 13.1-702 of the Virginia Stock Corporation Act, a Virginia
corporation generally is authorized to indemnify its directors and officers in
civil or criminal actions if they acted in good faith and believed their conduct
to be in the best interests of the corporation and, in the case of criminal
actions, had no reasonable cause to believe that the conduct was unlawful. The
Company's Bylaws require indemnification of directors and officers with respect
to certain liabilities, expenses and other amounts imposed upon them by reason
of having been a director or officer, except in the case of willful misconduct
or a knowing violation of criminal law. In addition, the Company carries
insurance on behalf of directors, officers, employees or agents that may cover
liabilities under the Securities Act. The Company's Bylaws also provide that, to
the full extent the Virginia Stock Corporation Act (as it presently exists or
may hereafter be amended) permits the limitation or elimination of the liability
of directors and officers, no director or officer of the Company shall be liable
to the Company or its shareholders for monetary damages with respect to any
transaction, occurrence or course of conduct. Section 13.1-692.1 of the Virginia
Stock Corporation Act presently permits the elimination of liability of
directors and officers in any proceeding brought by or in the right of the
Company or brought by or on behalf of stockholders of the Company, except for
liability resulting from such person's having engaged in willful misconduct or a
knowing violation of the criminal law or any federal or state securities law,
including, without limitation, any unlawful insider trading or manipulation of
the market for any security. Sections 13.1-692.1 and 13.1-696 through 704 of the
Virginia Stock Corporation Act are hereby incorporated by reference herein.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit No.
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4.1 Articles of Incorporation of the Company (incorporated herein by
reference from Exhibit 3(a) of the Company's Annual Report on Form 10-K
for the year ended December 31, 1994 (File No.
001-09810)).
4.2 Amended and Restated Bylaws of the Company (incorporated herein by
reference from Exhibit 3(b) of the Company's Annual Report on Form 10-K
for the year ended December 31, 1997 (File No.
001-09810)).
4.3 Amended and Restated Rights Agreement, dated as of May 10, 1994,
between the Company and Wachovia Bank of North Carolina, N.A., as
Rights Agent (incorporated herein by reference from Exhibit 4 of the
Company's Quarterly Report on Form 10-Q for the quarter ended June 30,
1995).
4.4 Owens & Minor, Inc. 1998 Stock Option and Incentive Plan (incorporated
herein by reference from Annex A of the Company's definitive Proxy
Statement filed pursuant to Section 14 (a) of the Exchange Act on March
13, 1998 (File No. 001-09810)).
5 Opinion of Drew St. J. Carneal as to the legality of the securities
being registered.
23.1 Consent of Drew St. J. Carneal (included in the opinion filed as
Exhibit 5 to the Registration Statement).
23.2 Consent of KPMG Peat Marwick LLP.
24 Power of Attorney (included on signature page)
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Item 9. Undertakings
(a) The undersigned registrant hereby undertakes:
1. To file, during any period in which offers or sales are
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 in 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 with or furnished to the
Commission 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 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) 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 provisions described under Item 6 above, 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Richmond, Commonwealth of Virginia, on this 1st day
of July, 1998.
OWENS & MINOR, INC.
By:/s/ G. Gilmer Minor, III
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G. Gilmer Minor, III
Chairman, President and Chief Executive Officer
Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities indicated
on this 1st day of July, 1998. Each person whose signature appears below hereby
constitutes and appoints each of G. Gilmer Minor, III and Drew. St. J. Carneal
his true and lawful attorney-in-fact, for him, and in his name, place and stead,
to sign any and all amendments (including post-effective amendments) to this
Registration Statement and to cause the same to be filed with the Securities and
Exchange Commission, hereby granting to said attorneys-in-fact full power to do
and perform all and every act and thing whatsoever requisite or desirable to be
done in and about the premises as fully to all intents and purposes as the
undersigned might or could do in person, hereby ratifying and confirming all
acts and things that said attorney-in-fact may do or cause to be done by virtue
of these presents.
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Signature and Title Signature and Title
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By: /s/ G. Gilmer Minor, III By: /s/ Ann Greer Rector
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G. Gilmer Minor, III Ann Greer Rector
Chairman, President and Chief Executive Officer Senior Vice President and Chief
Director Financial Officer
(Principal Executive Officer) (Principal Financial Officer)
By: /s/ Olwen B. Cape By: /s/ Henry A. Berling
-------------------------------------------------- --------------------------------------------------
Olwen B. Cape Henry A. Berling
Vice President and Controller Director
(Principal Accounting Officer)
By: By: /s/ R. E. Cabell, Jr.
-------------------------------------------------- --------------------------------------------------
Josiah Bunting, III R. E. Cabell, Jr.
Director Director
By: /s/ James B. Farinholt, Jr. By:
-------------------------------------------------- --------------------------------------------------
James B. Farinholt, Jr. Vernard W. Henley
Director Director
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By: By: /s/ James E. Rogers
-------------------------------------------------- --------------------------------------------------
E. Morgan Massey James E. Rogers
Director Director
By: By: /s/ Anne Marie Whittemore
-------------------------------------------------- --------------------------------------------------
James E. Ukrop Anne Marie Whittemore
Director Director
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EXHIBIT INDEX
Exhibit No. Description
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4.1 Articles of Incorporation of the Company (incorporated herein by
reference from Exhibit 3(a) of the Company's Annual Report on Form 10-K
for the year ended December 31, 1994 (File No. 001-09810)).
4.2 Bylaws of the Company (incorporated herein by reference from Exhibit
3(b) of the Company's Annual Report on Form 10-K for the year ended
December 31, 1997 (File No. 001-09810)).
4.3 Amended and Restated Rights Agreement, dated as of May 10, 1994,
between the Company and Wachovia Bank of North Carolina, N.A., as
Rights Agent (incorporated herein by reference from Exhibit 4 of the
Company's Quarterly Report and Form 10-Q for the quarter ended June 30,
1995.)
4.4 Owens & Minor, Inc. 1998 Stock Option and Incentive Plan (incorporated
herein by reference from Annex A of the Company's definitive Proxy
Statement filed pursuant to Section 14 (a) of the Exchange Act on March
13, 1998 (File No. 001-09810)).
5 Opinion of Drew. St. J. Carneal as to the legality of the securities
being registered.
23.1 Consent of Drew St. J. Carneal (included in the opinion filed as
Exhibit 5 to the Registration Statement).
23.2 Consent of KPMG Peat Marwick LLP.
24 Power of Attorney (included on signature page).
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Exhibit 5
July 1, 1998
Owens & Minor, Inc.
4800 Cox Road
Glen Allen, VA 23060-6292
Registration Statement on Form S-8
Owens & Minor, Inc.
1998 Stock Option and Incentive Plan ("the Plan")
Ladies and Gentlemen:
As General Counsel of Owens & Minor, Inc. (the "Company"), I have acted
as counsel to the Company in connection with the Registration Statement on Form
S-8 for the Owens & Minor, Inc. 1998 Stock Option and Incentive Plan (the
"Registration Statement") being filed under the Securities Act of 1933, as
amended (the "Act"), on or about the date of this letter to register 1,380,000
shares of common stock, par value $2.00 per share, of the Company (the
"Shares"), which may from time to time be issued pursuant to the Plan.
I am familiar with the Registration Statement and the Exhibits thereto.
I, or attorneys under my supervision, have also examined originals or copies,
certified or otherwise, of such other documents, evidence of corporate action
and instruments, as I have deemed necessary or advisable for the purpose of
rendering this opinion. As to questions of fact relevant to this opinion, I have
relied upon certificates or written statements from officers and other
appropriate representatives of the Company and its subsidiaries or public
officials. In all such examinations I have assumed the genuineness of all
signatures, the authority to sign and the authenticity of all documents
submitted to me as originals. I have also assumed the conformity to the original
of all documents submitted to me as copies.
Based upon and subject to the foregoing, I am of the opinion that:
1. The Company is a corporation duly incorporated, validly
existing and in good standing under the laws of the Commonwealth of Virginia.
2. The Shares have been duly authorized and, when offered and sold
as described in the Registration Statement, will be legally issued, fully paid
and nonassessable.
I hereby consent to the use of my name in the Registration Statement
and to the filing, as an exhibit to the Registration Statement, of this opinion.
In giving this consent, I do hereby admit that I am in the category of persons
whose consent is required under Section 7 of the Act, or the rules and
regulations of the Securities and Exchange Commission.
Very truly yours,
Drew St. J. Carneal
Senior Vice President, General Counsel
and Secretary
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Owens & Minor, Inc.:
We consent to the incorporation by reference in the registration statement on
Form S-8 of Owens & Minor, Inc. of our reports dated February 4, 1998, relating
to the consolidated balance sheets of Owens & Minor, Inc. and subsidiaries as of
December 31, 1997 and 1996, and the related consolidated statements of
operations, changes in shareholders' equity and cash flows, and the related
financial statement schedule, for each of the years in the three-year period
ended December 31, 1997, which reports are included in the Form 10-K of Owens &
Minor, Inc., incorporated by reference into the registration statement.
KPMG Peat Marwick LLP
Richmond, Virginia
July 1, 1998
