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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 or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
16406 U.S. Route 224 East, Findlay, Ohio 45840
(Address of Principal Executive Offices Including Zip Code)
OHM CORPORATION
1986 STOCK OPTION PLAN
(AS AMENDED AND RESTATED AS OF MAY 9, 1996)
(Full title of the plan)
James L. Kirk
Chairman of the Board, President and Chief Executive Officer
OHM Corporation
16406 U.S. Route 224 East
Findlay, Ohio 45840
(Name and address of agent for service)
(419) 423-3529
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================================================================================================================
Proposed
Proposed maximum
Title of securities Amount to be maximum offering aggregate offering Amount of
to be registered registered (1) price per share (2) price (2) registration fee
================================================================================================================================
<S> <C> <C> <C> <C>
Common Stock, 1,000,000 $7.69 $7,690,000 $2,330.30
$0.10 par value per
share
================================================================================================================================
<FN>
(1) Pursuant to Rule 416 of the Securities Act of 1933 (the "Securities
Act"), this Registration Statement also covers such additional Common
Stock, $0.10 par value per share (the "Common Stock"), as may become
issuable pursuant to the anti-dilution provisions of the 1986 Stock
Option Plan (as amended and restated as of May 9, 1996) (the "Plan").
(2) Estimated solely for calculating the amount of the registration fee,
pursuant to paragraphs (c) and (h) of Rule 457 of the General Rules and
Regulations under the Securities Act, on the basis of the average of
the high and low sale prices of such securities on the New York Stock
Exchange on October 28, 1996, which date is within five business days
prior to filing.
</TABLE>
Exhibit Index Appears on Page 7
Page 1 of 11 Pages
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Part II
This Registration Statement relates to 1,000,000 shares of Common
Stock, par value $.10 per share (the "Common Stock"), of OHM Corporation (the
"Registrant"), being registered for use under Registrant's 1986 Stock Option
Plan, as amended and restated as of May 9, 1996 (the "Plan").
Item 3. Incorporation of Documents by Reference
---------------------------------------
The following documents previously filed by the Registrant with the
Securities and Exchange Commission (the "Commission") are incorporated herein by
reference: the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995 (File No. 1-09654); Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1996 and June 30, 1996 (File No. 1-09654); and the
description of Common Stock contained in the Registration Statement on Form 8-A
filed on August 4, 1987 (File No. 1-09654).
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated herein by reference and to be part hereof from the
date of filing of such documents.
Item 4. Description of Securities
-------------------------
Not applicable. (Class of securities to be offered is registered under
Section 12 of the Exchange Act.)
Item 5. Interests of Named Experts and Counsel
--------------------------------------
Not Applicable.
Item 6. Indemnification of Directors and Officers
-----------------------------------------
Article V of the Registrant's Regulations provides that the Registrant
shall indemnify its directors, officers and employees, and may indemnify its
agents, to the fullest extent permitted by law under prescribed conditions and
subject to various qualifications. Article V of the Regulations is set forth in
Section (a) under the caption "Indemnification of Directors and Officers" in the
Registration Statement on Form S-8 (File No. 33-55371) that was filed with the
Commission on September 2, 1994.
Reference is made to Section 1701.13(E) of the Ohio Revised Code
relating to indemnification of directors, officers, employees and agents of an
Ohio corporation.
The Registrant has entered into amended and restated indemnification
agreements with its directors and officers that indemnify them against many of
the types of claims that may be made against them. A Form of Amended and
Restated Indemnification Agreement was filed as Exhibit 10.9 to the Registrant's
Form 10-K for the year ended December 31, 1995.
Item 7. Exemption from Registration Claims
----------------------------------
Not Applicable.
Page 2 of 11 Pages
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Item 8. Exhibits
--------
4.1 OHM Corporation 1986 Stock Option Plan, as amended and
restated as of May 9, 1996, which is incorporated by reference
from Annex 1 of the Registrant's Proxy Statement for its
Annual Meeting held May 9, 1996.
5 Opinion of George J. Lawrence.
15 Letter to SEC Re Unaudited Financial Information.
23(a) Consent of Ernst & Young LLP.
23(b) Consent of Counsel -- See Exhibit 5.
24 Power of Attorney.
Item 9. Undertakings
------------
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this
Registration Statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act;
(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. Notwithstanding the foregoing,
any increase or decrease in volume of
securities offered (if the total dollar
value of securities offered would not exceed
that which was registered) and any deviation
from the low or high end of the estimated
maximum offering range may be reflected in
the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and
price represent no more than a 20% change in
the maximum aggregate offering price set
forth in the "Calculation of Registration
Fee" table in the effective Registration
Statement;
(iii) To include any material information with
respect to the plan of distribution not
previously disclosed in the Registration
Statement or any material change to such
information in the Registration Statement;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the Registration Statement is on Form S-3 or 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 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.
Page 3 of 11 Pages
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(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 in 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
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
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 of whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
Page 4 of 11 Pages
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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 Findlay, State of Ohio, on October 30, 1996.
OHM CORPORATION
By: /s/ James L. Kirk
--------------------------------
James L. Kirk, Chairman of the Board,
President and Chief Executive Officer
Page 5 of 11 Pages
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Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ James L. Kirk Chairman of the Board of Directors, October 30, 1996
- --------------------------- President and Chief Executive
James L. Kirk Officer (Principal Executive Officer)
* Vice President and Controller October 30, 1996
- --------------------------- (Principal Financial Officer and
Kris E. Hansel Principal Accounting Officer)
* Director October 30, 1996
- ---------------------------
Victor J. Barnhart
* Director October 30, 1996
- ---------------------------
Herbert A. Getz
* Director October 30, 1996
- ---------------------------
Ivan W. Gorr
* Director October 30, 1996
- ---------------------------
Charles D. Hollister
* Director October 30, 1996
- ---------------------------
Joseph R. Kirk
* Director October 30, 1996
- ---------------------------
James E. Koenig
* Director October 30, 1996
- ---------------------------
Richard W. Pogue
* Director October 30, 1996
- ---------------------------
Charles W. Schmidt
<FN>
* Pamela K.M. Beall, the undersigned attorney-in-fact, by signing her
name hereto, does sign and execute this Registration Statement on behalf of the
above-named officers and directors pursuant to a power of attorney filed with
the Securities and Exchange Commission as Exhibit 24 to this Registration
Statement.
</TABLE>
October 30, 1996 By: /s/ Pamela K.M. Beall
---------------------
Pamela K.M. Beall, Attorney-in-Fact
Page 6 of 11 Pages
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EXHIBIT INDEX
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<TABLE>
<CAPTION>
Pagination by
sequential
Exhibit Exhibit numbering
Number Description system
------ ----------- ------
<S> <C> <C>
4.1 OHM Corporation 1986 Stock Option Plan, as amended and restated
as of May 9, 1996 which is incorporated by reference from Annex
1 to Registrant's Proxy Statement for its Annual Meeting held
May 9, 1996.
5 Opinion of George J. Lawrence. 8
15 Letter to SEC Re Unaudited Financial Statements 9
23(a) Consent of Ernst & Young LLP. 10
23(b) Opinion and Consent of Counsel -- See Exhibit 5.
24 Power of Attorney. 11
</TABLE>
Page 7 of 11 Pages
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EXHIBIT 5
October 29, 1996
OHM Corporation
16406 U.S. Route 224 East
P. O. Box 551
Findlay, Ohio 45839-0551
Re: Form S-8 Registration Statement
-------------------------------
Gentlemen:
I am Vice President and Associate General Counsel 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 additional shares of Common Stock
of the Company (the "Additional Common Stock") to be issued pursuant to the
Company's 1986 Stock Option Plan, as amended and restated (the "Plan"). 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
Additional Common Stock which may be issued pursuant to the Plan will be, when
issued in accordance with the Plan and the related authorized forms of stock
option agreements, including the payment of the applicable exercise price,
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/ George J. Lawrence
-------------------------------------------
George J. Lawrence
Vice President and Associate General Counsel
Page 8 of 11 Pages
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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 (Form S-8 pertaining to the OHM Corporation 1986 Stock Option Plan) of
OHM Corporation of our reports dated April 30, 1996 and July 26, 1996, relating
to the unaudited consolidated interim financial statements of OHM Corporation
which are included in its Form 10-Q for the quarters ended, March 31, 1996 and
June 30, 1996.
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
/s/ Ernst & Young LLP
Columbus, Ohio
October 25, 1996
Page 9 of 11 Pages
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EXHIBIT 23(a)
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement Form
S-8 pertaining to the OHM Corporation 1986 Stock Option Plan of our report dated
February 13, 1996 except for Notes 2 and 10, as to which the date is March 25,
1996, with respect to the consolidated financial statements and financial
statement schedule of OHM Corporation 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
/s/ Ernst & Young LLP
Columbus, Ohio
October 25, 1996
Page 10 of 11 Pages
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EXHIBIT 24
OHM CORPORATION
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors
and officers of OHM Corporation, an Ohio corporation, hereby constitutes and
appoints James L. Kirk, Pamela K.M. Beall and John J. Ray III, and each of them,
as the true and lawful attorney or attorneys-in-fact, with full power of
substitution and revocation, for each of the undersigned and in the name, place
and stead of each of the undersigned, to sign on behalf of each of the
undersigned a Registration Statement on Form S-8 with respect to the 1986 Stock
Option Plan, as amended and restated, pursuant to the Securities Act of 1933 and
to sign any and all amendments or supplements to such Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting to
said attorney or attorneys-in-fact, and each of them, full power and authority
to do so and perform each and every act and thing requisite and necessary 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
that said attorney or attorneys-in-fact or any of them or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
This Power of Attorney may be executed in multiple counterparts, each
of which shall be deemed an original with respect to the person executing it.
Executed as of this 10th day of September, 1996.
/s/ Victor J. Barnhart /s/ Herbert A. Getz
- ------------------------------ ------------------------------
Victor J. Barnhart Herbert A. Getz
Director Director
/s/ Ivan W. Gorr /s/ Charles D. Hollister
- ------------------------------ ------------------------------
Ivan W. Gorr Dr. Charles D. Hollister
Director Director
/s/ James L. Kirk /s/ Joseph R. Kirk
- ------------------------------ ------------------------------
James L. Kirk Joseph R. Kirk
Chairman of the Board, President Director
and Chief Executive Officer and
Director
(Principal Executive Officer)
/s/ James E. Koenig /s/ Richard W. Pogue
- ------------------------------ ------------------------------
James E. Koenig Richard W. Pogue
Director Director
/s/ Charles W. Schmidt /s/ Kris E. Hansel
- ------------------------------ ------------------------------
Charles W. Schmidt Kris E. Hansel
Director Controller (Principal Financial
Officer and Principal Accounting
Officer)
Page 11 of 11 Pages
