<PAGE> 1
Registration No.
-----------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_________________________
OHM CORPORATION
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Ohio 34-1503050
- ----------------------- -----------------------
(State of Incorporation (I.R.S. Employer
or Organization) Identification Number)
16406 U.S. Route 224 East, Findlay, Ohio 45840
- ------------------------------------------ ------------
(Address of Principal Executive Office) (Zip Code)
OHM CORPORATION
DIRECTORS' DEFERRED FEE PLAN
- --------------------------------------------------------------------------------
(Full Title Of the Plan)
Randall M. Walters, Esq.
Vice President, General Counsel and Secretary
OHM Corporation
16406 U.S. Route 224 East
Findlay, Ohio 45840
(419) 423-3526
------------------------------------------------------------
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
=============================================================================================================
Proposed maximum Proposed maximum
Title of Amount to be offering price per aggregate offering Amount of
securities to be registered share (1) price (1) registration fee
registered
=============================================================================================================
<S> <C> <C> <C> <C>
Common Stock, par 100,000 $8.75 $875,000 $301.72
value $0.10 per
share
=============================================================================================================
<FN>
(1) Calculated in accordance with Rules 457(h)(1) and 457(c), based on the average of the high and low
sales prices reported on the New York Stock Exchange Composite Tape for September 28, 1995.
</TABLE>
<PAGE> 2
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Securities and Exchange Commission by
the Company are incorporated in this Registration Statement by reference.
(a) Annual Report of the Company on Form 10-K for the fiscal year ended
December 31, 1994.
(b) Quarterly Reports of the Company on Form 10-Q for the fiscal quarters
ended March 31, 1995 and June 30, 1995.
(c) Current Report of the Company on Form 8-K, filed on June 13, 1995
(d) Description of Common Stock of the Company contained in the
Registration Statement on Form 8-B, filed on May 27, 1994 (File No.
1-9654).
All documents filed by the Company pursuant to Sections 13, 14 or 15(d) of
the 1934 Act subsequent to 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 thereof from the date of filing of such documents.
Any statement made in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained herein or
in any other subsequently filed document which is also incorporated or deemed
to be incorporated by reference herein modifies or supersedes such statement.
Any such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.
INTERESTS OF NAMED EXPERTS AND COUNSEL
The legality of the Common Stock offered pursuant to this Registration
Statement have been passed upon by Randall M. Walters, Vice President, General
Counsel and Secretary of the Company.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
(a) Under Section 1701.13 of the Ohio General Corporation Law, the Company
may indemnify its directors and officers for expenses incurred in legal
proceedings when the director or officer acted in good faith and in a manner he
reasonably believed to be in, or not opposed to the best interests of the
Company. The indemnification authorized by this section is in addition to any
other rights granted to the officer or director by the articles, regulations,
shareholder or disinterested director vote or other agreement as to
indemnification. The Company may also purchase and maintain insurance for any
officer or director to protect against liability asserted against the officer
or director in his official capacity.
According to Section 1701.59 of the Ohio General Corporation Law, a director
will only be liable in damages when it is proved by clear and convincing
evidence that his action or failure to act involved an act or omission
undertaken with deliberate intent to cause injury to the Company or undertaken
with reckless disregard for the best interests of the Company.
In addition, Article V of the Company's Regulations provides as follows:
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The Corporation may indemnify any director or officer, any former director
or officer of the Corporation, and any employee or other person who is or has
served at the request of the Corporation as a director, officer, trustee,
fiduciary, agent or employee of another corporation, partnership, joint
venture, trust or other enterprise (and his heirs, executors and
administrators) against expenses, including attorneys' fees, judgments, fines
and amounts paid in settlement, actually and reasonably incurred by him by
reason of the fact that he is or was such director, officer, trustee,
fiduciary, agent or employee in connection with any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative
or investigative, to the full extent and according to the procedures and
requirements set forth in the Ohio General Corporation Law as the same may be
in effect from time to time. The indemnification provided for herein shall
not be deemed to restrict the right of the Corporation to (i) indemnify
employees, agents and others as permitted by such Law, (ii) purchase and
maintain insurance or provide similar protection on behalf of directors,
officers or such other persons against liabilities asserted against them, or
expenses incurred by them arising out of their service to the Corporation as
contemplated herein, and (iii) enter into agreements with such directors,
officers, employees, agents or others indemnifying them against any and all
liabilities (or such lesser indemnification as may be provided in such
agreements) asserted against them or incurred by them arising out of their
service to the Corporation as contemplated herein.
(b) The Company has entered into Indemnification Agreements with each of its
directors and executive officers which provide, in effect, that the Company,
subject to the limitations on the maximum permissible indemnity which may exist
under applicable law at the time of any request for indemnity under any such
Indemnification Agreement, shall pay on behalf of any director or executive
officer ("Indemnitee") any amount which he is or becomes legally obligated to
pay relating to or arising out of any claim made against him because of any
act, failure to act or neglect or breach of duty, including any actual or
alleged error, misstatement or misleading statement, which he commits, suffers,
permits or acquiesces in while acting in his capacity as a director or
executive officer of the Company, including without limitation damages,
judgments, settlements and charges, costs, expenses, expenses of investigation
and expenses of defense of legal actions, suits, proceedings or claims and
appeals therefrom, and expenses of appeal, attachment or similar bonds.
However, the Company is not obligated under the Indemnification Agreement to
make any payment in connection with any claim against the Indemnitee: (i) for
which payment is actually made to the Indemnitee under a valid and collectible
insurance policy, except in respect of any retention or excess beyond the
amount of payment under such insurance; (ii) for which the Indemnitee is
otherwise indemnified by the Company; (iii) which results in a final,
nonappealable order for the Indemnitee to pay a fine or similar governmental
imposition which the Company is prohibited by applicable law from paying; or
(iv) based upon or attributable to the Indemnitee gaining in fact a personal
profit to which he was not legally entitled, including without limitation
profits made from the purchase and sale by the Indemnitee of equity securities
of the Company which are recoverable by the Company pursuant to Section 16(b)
of the 1934 Act, and profits arising from transactions in publicly traded
securities of the Company which were effected by the Indemnitee in violation of
Section 10(b) of the 1934 Act, or Rule 10b-5 promulgated thereunder. The
Indemnification Agreements also provide for the payment by the Company of
expenses (including without limitation attorneys' and others' fees and
expenses) incurred by the Indemnitee in defending any actual or threatened
civil or criminal action, suit, proceeding or claim. These expenses shall be
paid by the Company in advance of the final disposition thereof, provided,
however, that, the Indemnitee shall undertake to repay such amount if it shall
ultimately be determined that he is not entitled to be indemnified under the
Indemnification Agreement or otherwise.
Such Indemnification Agreements also provide for indemnification of directors
and executive officers to the extent permitted by Section 1701.13 of the
General Corporation Law of the State of Ohio. Such rights to indemnification
provided by the Indemnification Agreements are not exclusive of any other
rights to which the indemnified person may be entitled under the Certificate of
Incorporation or Regulations of the Company, the General Corporation Law of the
State of Ohio, any other statute, insurance policy, agreement, vote of
stockholders or vote of disinterested directors or otherwise.
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<PAGE> 4
EXHIBITS
5 Legal Opinion of Randall M. Walters, Vice President, General Counsel and
Secretary of the Company as to the legality of the securities being
registered.
15 Letter of Ernst & Young Regarding Unaudited Financial Information.
23(a) Consent of Ernst & Young.
23(b) Consent of Randall M. Walters, Vice President, General Counsel and
Secretary of the Company (set forth in the opinion filed as Exhibit 5 to
this Registration Statement).
24 Power of Attorney of certain directors and executive officers of the
Company.
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UNDERTAKINGS
(A) The Company hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the Prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
PROVIDED, HOWEVER, that paragraphs (i) and (ii) do not apply if the
registration 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 Company pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference in
the registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
(B) The Company hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Company's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(C) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise, the
Company has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the Company
of expenses incurred or paid by a director, officer or controlling person of
the Company 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 Company will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Company 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 on Form S-8 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Findlay, State of Ohio,
on the 4th day of October, 1995.
OHM CORPORATION
By /s/ Randall M. Walters
------------------------------------------------
Randall M. Walters
Vice President, General Counsel and Secretary
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement on Form S-8 has been signed below by the following
persons in the capacities and on October 4, 1995.
<TABLE>
<CAPTION>
SIGNATURE TITLE
<S> <C>
* Chairman, President and Chief Executive Officer
- --------------------------------------------------- and Director (Principal Executive Officer)
James L. Kirk
* Vice President and Chief Financial Officer
- --------------------------------------------------- (Principal Financial Officer)
Harold W. Ingalls
* Controller (Principal Accounting Officer)
- ---------------------------------------------------
Kris E. Hansel
* Executive Vice President and Director
- ---------------------------------------------------
Joseph R. Kirk
* Director
- ---------------------------------------------------
Dr. Charles D. Hollister
* Director
- ---------------------------------------------------
Richard W. Pogue
* Director
- ---------------------------------------------------
Charles W. Schmidt
* Director
- ---------------------------------------------------
Ivan W. Gorr
* Director
- ---------------------------------------------------
Rodney C. Gilbert
* Director
- ---------------------------------------------------
Herbert A. Getz
* Director
- ---------------------------------------------------
James E. Koenig
</TABLE>
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<PAGE> 7
* The undersigned, pursuant to certain Powers of Attorney executed by each of
the directors and officers noted above and previously filed or filed herewith
contemporaneously with the Securities and Exchange Commission, by signing his
name hereto, does hereby sign and execute this Registration Statement on Form
S-8 on behalf of each of the persons noted above, in the capacities indicated.
By /s/ Randall M. Walters October 4, 1995
-------------------------------------------
Randall M. Walters, Attorney-in-Fact
Pursuant to the requirements of the Securities Act of 1933, as amended, the
OHM Corporation Directors' Deferred Fee Plan has duly caused this Registration
Statement on Form S-8 to be signed on its behalf by the undersigned thereunto
duly authorized, in the City of Findlay, State of Ohio on the 4th day of
October, 1995.
OHM CORPORATION
By: /s/ Randall M. Walters
----------------------------------------------
Randall M. Walters, Vice President, General
Counsel & Secretary
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<TABLE>
EXHIBIT INDEX
<CAPTION>
PAGINATION
EXHIBIT EXHIBIT BY SEQUENTIAL
NUMBER DESCRIPTION NUMBERING SYSTEM
------ -----------
<S> <C>
5 Legal Opinion of Randall M. Walters, Vice President, General Counsel and
Secretary of the Company as to the legality of the securities being
registered.
15 Letter of Ernst & Young Regarding Unaudited Financial Information.
23(a) Consent of Ernst & Young.
23(b) Consent of Randall M. Walters, Vice President, General Counsel and
Secretary of the Company (set forth in their opinion filed as Exhibit
5(a) to this Registration Statement).
24 Power of Attorney of certain directors and executive officers of the
Company.
</TABLE>
-8-
<PAGE> 1
EXHIBIT 5
October 4, 1995
OHM Corporation
16406 U.S. Route 224 East
P. O. Box
Findlay, Ohio 45839-0551
Re: Directors' Deferred Fee Plan Form S-8 Registration Statement
------------------------------------------------------------
Ladies and Gentlemen:
I am Vice President, General Counsel and Secretary of OHM
Corporation, an Ohio corporation (the "Company"), and have acted as counsel for
the Company in connection with the registration under the Securities Act of
1933 on a Form S-8 Registration Statement (the "Form S-8") of the Company's
Directors' Deferred Fee Plan (the "Plan"), which provides for the issuance of
up to 100,000 shares of common stock of the Company, par value $.10 per share
in lieu of Director's fees for those Directors choosing to participate in the
Plan. Any shares of common stock issued pursuant to the Directors' Deferred
Fee Plan are collectively referred to as the "Plan Shares."
I have examined such documents, records and matters of law as
I have deemed necessary for purposes of this opinion, and based thereon, I am
of the opinion that the Plan Shares, which may be issued in connection with the
Plan will be, when issued in accordance with the terms of the Plan, validly
issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion as Exhibit 5 to
the Form S-8 being filed by the Company.
Very truly yours,
/s/ Randall M. Walters
Randall M. Walters
Vice President, General Counsel and
Secretary
<PAGE> 1
EXHIBIT 15
LETTER TO SEC RE UNAUDITED FINANCIAL INFORMATION
Board of Directors and Stockholders
OHM Corporation
We are aware of the incorporation by reference into the Registration Statement
on Form S-8 of OHM Corporation pertaining to the OHM Corporation Directors'
Deferred Fee Plan of our reports dated May 4, 1995 and August 10, 1995,
relating to the unaudited consolidated interim financial statements of OHM
Corporation which are included in its Forms 10-Q for the quarters ended March
31, 1995 and June 30, 1995.
Pursuant to Rule 436(c) of the Securities Act of 1933, our reports are not a
part of the registration statement prepared or certified by accountants within
the meaning of Section 7 or 11 of the Securities Act of 1933.
ERNST & YOUNG LLP
Columbus, Ohio
September 29, 1995
<PAGE> 1
EXHIBIT 23(a)
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement on
Form S-8 pertaining to the OHM Corporation Directors' Deferred Fee Plan of our
reports dated February 1, 1995, with respect to the consolidated financial
statements of OHM Corporation incorporated by reference in its Annual Report
(Form 10-K) for the year ended December 31, 1994 and the related financial
statement schedules included therein, filed with the Securities and Exchange
Commission.
ERNST & YOUNG LLP
Columbus, Ohio
September 29, 1995
<PAGE> 1
Exhibit 24
OHM CORPORATION
REGISTRATION STATEMENT ON FORM S-8
POWER OF ATTORNEY
The undersigned officer and/or director of OHM Corporation, an Ohio
corporation (the "Company"), does hereby make, constitute, and appoint James L.
Kirk, Harold W. Ingalls, Randall M. Walters, Pamela K.M. Beall, Robert J.
Gilker, Marybeth Bosko and Wendy Dann Adato and each of them, with full power
of substitution and resubstitution, as attorneys or attorney of the
undersigned, to execute and file, under the Securities Act of 1933, a
Registration Statement on Form S-8 relating to registration of Common Stock,
$.10 par value, of the Company issuable under the Company's Directors' Deferred
Fee Plan, and any and all amendments or exhibits thereto, and any or all
applications or other documents to be filed with the Securities and Exchange
Commission pertaining to such registration, with full power and authority to do
and perform any and all acts and things whatsoever necessary, appropriate, or
desirable to be done in the premises, in the name, place and stead of the said
director, hereby ratifying and approving the acts of said attorneys and any of
them and any such substitute.
IN WITNESS THEREOF, the undersigned has subscribed these presents as
of the 22nd day of September, 1995.
<TABLE>
<S> <C>
/s/ James L. Kirk /s/ Rodney C. Gilbert
- --------------------------------------------------- ------------------------------------------------------------
James L. Kirk, Chairman, President and Chief Rodney C. Gilbert, Director
Executive Officer and Director (Principal
Executive Officer)
/s/ Ivan W. Gorr
------------------------------------------------------------
/s/ Harold W. Ingalls Ivan W. Gorr, Director
- ---------------------------------------------------
Harold W. Ingalls, Vice President and Chief
Financial Officer (Principal Financial /s/ Dr. Charles D. Hollister
Officer) ------------------------------------------------------------
Dr. Charles D. Hollister, Director
/s/ Kris E.Hansell
- ---------------------------------------------------
Kris E. Hansell, Controller (Principal /s/ James E. Koenig, Director
Accounting Officer) ------------------------------------------------------------
James E. Koenig, Director
/s/ Joseph R. Kirk
- --------------------------------------------------- /s/ Richard W. Pogue
Joseph R. Kirk, Executive Vice President ------------------------------------------------------------
and Director Richard W. Pogue, Director
/s/ Herbert A. Getz /s/ Charles W. Schmidt
- --------------------------------------------------- ------------------------------------------------------------
Herbert A. Getz, Director Charles W. Schmidt, Director
</TABLE>
