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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
RETIREMENT AND INCENTIVE COMPENSATION PLAN
(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 price per obligation price (1) registration fee
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Deferred
Compensation
Obligations (2)(3) $2,400,000 100% $2,400,000 $728
=======================================================================================================================
<FN>
(1) Estimated solely for the purpose of determining the registration fee.
(2) The Deferred Compensation Obligations are unsecured obligations of OHM
Corporation to pay deferred compensation in the future in accordance
with the terms of the OHM Corporation Retirement and Incentive
Compensation Plan (the "Plan").
(3) Participants in the Plan may elect to have deferred compensation
treated as if such amount had been used to purchase OHM Corporation
Common Stock. For purposes of this registration statement, this
investment option is referred to as Units. The Units will accrue
earnings (or losses) on deferred compensation payment obligations based
on the performance of OHM Corporation Common Stock. No additional
consideration will be paid for the Units.
</TABLE>
Exhibit Index Appears on Page 7
Page 1 of 12 Pages
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Part II
Item 3. Incorporation of Documents by Reference
---------------------------------------
The following documents previously filed by OHM Corporation (the
"Registrant" or the "Company") 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, June 30,
1996 and September 30, 1996 (File No. 1-09654); and the description of Common
Stock, par value $.10 per share ("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
-------------------------
Under the OHM Corporation Retirement and Incentive Compensation Plan
(the "Plan"), the Company will provide eligible employees the opportunity to
defer a specified percentage of their cash compensation. The obligations of the
Company under the Plan (the "Deferred Compensation Obligations") will be
unsecured general obligations of the Company to pay the deferred compensation in
the future in accordance with the terms of the Plan, and will rank pari passu
with other unsecured and unsubordinated indebtedness of the Company from time to
time outstanding.
The amount of compensation to be deferred by each participating
employee will be determined in accordance with the Plan based on elections by
the employee. Each Deferred Compensation Obligation will be payable in
accordance with the terms of the Plan. Under the Plan, participants may elect to
invest deferred compensation in a "Retirement Deferral Account" or an "OHM
Common Stock Deferral Account." The Retirement Deferral Account will be credited
with compensation that the participant elects to defer, Company matching
contributions and interest. The "OHM Common Stock Deferral Account" will be
credited with Company matching contributions and with compensation that the
participant elects to defer in a manner such that the amount deferred will be
treated as if such amount had been used to purchase shares of the Registrant's
Common Stock. This is, however, only an bookkeeping entry and not an actual
purchase of the Registrant's Common Stock. For purposes of this Registration
Statement, these investments are referred to as Units. The value of the Units
will fluctuate based on changes in the value of OHM Corporation Common Stock. To
the extent that dividends are paid on OHM Corporation Common Stock, a like
amount will be added to the participant's account and, reinvested in Units. This
right to accrue earnings (or losses) based on fluctuations in the value of OHM
Corporation Common Stock is being registered on this Registration Statement on
Form S-8.
An employee participant's right or the right of any other person to the
Deferred Compensation Obligations cannot be alienated, commuted, anticipated or
assigned. The Deferred Compensation Obligations are not subject to the debts,
contracts, liabilities, engagements or torts of any person entitled to receive
benefits under the Plan.
The Board of Directors of the Company may amend, suspend or terminate
the Plan at any time. However, no Plan amendment, suspension or termination may
adversely effect amounts deferred by the participant to the Plan (other than
employer matching contributions and the rate or calculation of interest).
Item 5. Interests of Named Experts and Counsel
--------------------------------------
The Opinion of Counsel as to the legality of the securities being
issued (constituting Exhibit 5) has been rendered by counsel who is a full-time
employee of the Registrant.
Page 2 of 12 Pages
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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.
Item 8. Exhibits
--------
4.1 OHM Corporation Retirement and Incentive Compensation Plan,
which is incorporated by reference from Exhibit 10.33 to the
Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended June 30, 1996.
5 Opinion of Counsel.
15 Letter to SEC Re Unaudited Financial Information.
23(a) Consent of Ernst & Young LLP.
23(b) Consent of Counsel -- See Exhibit 5.
24.1 Power of Attorney.
24.2 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
Page 3 of 12 Pages
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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.
(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 12 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 February 4, 1997.
OHM CORPORATION
By: /s/ Pamela K.M. Beall
------------------------------------------
Pamela K.M. Beall, Vice President,
Treasurer and Assistant Secretary
Page 5 of 12 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>
* Chairman of the Board of Directors, February 4, 1997
- ------------------------------ President and Chief Executive
James L. Kirk Officer (Principal Executive Officer)
/s/ Philip O. Strawbridge Vice President and Chief Financial February 4, 1997
- ------------------------------ and Administrative Officer (Principal
Philip O. Strawbridge Financial Officer)
* Controller (Principal Accounting February 4, 1997
- ------------------------------ Officer)
Kris E. Hansel
* Director February 4, 1997
- ------------------------------
William P. Hulligan
* Director February 4, 1997
- ------------------------------
Herbert A. Getz
* Director February 4, 1997
- ------------------------------
Ivan W. Gorr
* Director February 4, 1997
- ------------------------------
Charles D. Hollister
* Executive Vice President and February 4, 1997
- ------------------------------ Director
Joseph R. Kirk
* Director February 4, 1997
- ------------------------------
James E. Koenig
* Director February 4, 1997
- ------------------------------
Richard W. Pogue
* Director February 4, 1997
- ------------------------------
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 powers of attorney filed with the
Securities and Exchange Commission as Exhibit 24.1 and Exhibit 24.2 to this
Registration Statement.
February 4, 1997 By: /s/ Pamela K.M. Beall
--------------------------------------,
Pamela K.M. Beall, Attorney-in-Fact
</TABLE>
Page 6 of 12 Pages
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<TABLE>
<CAPTION>
EXHIBIT INDEX
-------------
Pagination by
sequential
Exhibit Exhibit numbering
Number Description system
------ ----------- ------
<S> <C> <C>
4.1 OHM Corporation Retirement and Incentive Compensation Plan,
which is incorporated by reference from Exhibit 10.33 to the
Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended June 30, 1996.
5 Opinion of Counsel. 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.
24.1 Power of Attorney. 11
24.2 Power of Attorney. 12
</TABLE>
Page 7 of 12 Pages
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EXHIBIT 5
February 4, 1997
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, Legal 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 deferred compensation payment
obligations ("Deferred Compensation Obligations"), including deferred
compensation which is treated as if such amount had been used to purchase the
Company's Common Stock (this investment option being referred to as "Units"),
for use in connection with the Company's Retirement and Incentive Compensation
Plan (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 when issued in accordance with the provisions of the Plan, the
Deferred Compensation Obligations and the Units will be valid and binding
obligations of the Company, enforceable in accordance with their terms, except
as enforcement thereof may be limited by bankruptcy, insolvency or other laws of
general applicability relating to or affecting enforcement of creditors' rights
or by general equity principles.
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/ Steven E. Harbour
--------------------------------------
Steven E. Harbour
Vice President, Legal and Secretary
Page 8 of 12 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 Retirement and Incentive
Compensation Plan) of OHM Corporation of our reports dated April 30, 1996, July
26, 1996 and October 25, 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, June 30, 1996 and September 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
January 31, 1997
Page 9 of 12 Pages
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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 Retirement and Incentive Compensation
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
January 31, 1997
Page 10 of 12 Pages
<PAGE> 1
EXHIBIT 24.1
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 and Pamela K.M. Beall, 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 Retirement
and Incentive Compensation Plan, 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/ Dr. 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, Director
President 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 12 Pages
<PAGE> 1
EXHIBIT 24.2
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director
of OHM Corporation, an Ohio corporation, hereby constitutes and appoints James
L. Kirk and Pamela K.M. Beall, and each of them, as the true and lawful attorney
or attorneys-in-fact, with full power of substitution and revocation, for the
undersigned and in the name, place and stead of the undersigned, to sign on
behalf of the undersigned a Registration Statement on Form S-8 with respect to
the Retirement and Incentive Compensation Plan, 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.
Executed as of this 22nd day of January 1997.
/s/ William P. Hulligan
--------------------------------
William P. Hulligan
Director
Page 12 of 12 Pages
