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FORM S-8/S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Wellman, Inc.
(Exact name of registrant as specified in its charter)
Delaware 04-1671740
(State or other jurisdiction of I.R.S. Employer
incorporation or organization) Identification No.
1040 Broad St., Suite 302, Shrewsbury, NJ 07702
(Address of Principal Executive Offices) (Zip Code)
Wellman, Inc. 1985 Amended and Restated
Incentive Stock Option Plan
(Full title of the plan)
Thomas M. Duff
Wellman, Inc., 1040 Broad Street, Shrewsbury, NJ 07702
(Name and address of agent for service)
(201) 542-7300
(Telephone number, including area code, of agent for service)
with a copy to:
Christine M. Marx, Edwards & Angell
2700 Hospital Trust Tower, Providence, RI 02903
Calculation of Registration Fee
Proposed Proposed
Title of maximum maximum
securities offering aggregate Amount of
to be Amount to be price per offering registration
registered registered share* price* fee
Common Stock, 1,500,000 $25.875 $38,812,500 $13,382.55
$.001 par shares
value
* Based on the average of the high and low prices of the
Company's Common Stock reported on June 6, 1994.
Pursuant to Rule 429 of the rules and regulations of the
Commission under the Securities Act of 1933, as amended, the
Prospectus contained herein relates also to Registration
Statement Nos. 33-17196 and 33-36001.
<PAGE>
Part I, Items 1-2; Part II, Items 6.
This Registration Statement relates to 1,500,000 additional
shares of Wellman, Inc. (the "Company") Common Stock that may
be issued pursuant to the Wellman, Inc. Amended and Restated
1985 Incentive Stock Option Plan (the "Plan") in accordance
with the amendments to the Plan adopted by the Company's Board
of Directors on February 24, 1994 and by the Company's
stockholders on May 17, 1994. The contents of the Company's
Registration Statements on Form S-8/S-3 (Registration Nos.
33-17196 and 33-36001) relating to the Plan are hereby
incorporated by reference.
<PAGE>
PROSPECTUS
713,384 Shares
WELLMAN, INC.
Common Stock
$.001 Par Value
THE OFFERING
This Prospectus relates to 713,384 shares of Common Stock,
$.001 par value, of Wellman, Inc. (the "Company") purchased or
which may be purchased by the executive officers of the Company
(the "Selling Shareholders") pursuant to stock options granted
pursuant to the Wellman, Inc. Amended and Restated 1985
Incentive Stock Option Plan (the "Plan"). Specific information
as to the Selling Shareholders may be found on pages 3 and 4 of
this Prospectus. The Company has been informed that said
713,384 shares of Common Stock may be offered from time to time
publicly by the Selling Shareholders through one or more
transactions on the New York Stock Exchange or through one or
more brokers. The shares will be offered at prices prevailing
at the time of sale.
The Selling Shareholders and anyone effecting sales on
behalf of the Selling Shareholders may be deemed to be
"underwriters" within the meaning of the Securities Act of
1933, as amended (the "Securities Act"), and commissions or
discounts given may be regarded as underwriting commissions or
discounts under said Act.
The Company will not receive any of the proceeds from sales
by the Selling Shareholders.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS
THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is June 10, 1994.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the information requirements of
the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and in accordance therewith, files reports and other
information with the Securities and Exchange Commission (the
"Commission"). Reports and other information concerning the
Company can be inspected and copied at the public reference
facilities maintained by the Commission at 450 5th Street,
N.W., Room 1024, Washington, D.C. 20549 and at the Commission's
Regional Offices in New York (Seven World Trade Center, Suite
1300, New York, New York 10048) and Chicago (500 West Madison
Street, Suite 1400, Chicago, Illinois 60661), and copies of
such material can be obtained from the Public Reference Section
of the Commission at 450 5th Street, N.W., Washington, D.C.
20549, at prescribed rates. This Prospectus does not contain
all information set forth in the Registration Statement and
Exhibits thereto which the Company has filed with the
Commission under the Securities Act and to which reference is
hereby made.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
There are incorporated herein by reference the following
documents:
1. The Company's Annual Report on Form 10-K for the year
ended December 31, 1993, as filed with the Commission pursuant
to the Exchange Act.
2. The Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1994, as filed with the Commission
pursuant to the Exchange Act.
3. The Company's Registration Statement on Form 8-A, as
amended, which incorporated by reference the description of the
Company's Common Stock contained in the Company's Registration
Statement on Form S-1, filed with the Commission pursuant to
the Securities Act.
4. All other documents filed by the Company pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act
subsequent to the date of this Prospectus and prior to the
filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters
all securities then remaining unsold shall be deemed to be
incorporated by reference into this Prospectus and such
document shall be deemed to be a part hereof from the date of
filing of such document.
Any statement contained in this Prospectus or in a document
incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of
this Prospectus to the extent that a statement contained herein
or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or
supersedes such statement. Any statement so modified or
superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus.
Any person receiving a copy of this Prospectus may obtain,
without charge, upon request, a copy of any of the documents
incorporated by reference herein, except for the exhibits to
such documents. Written requests should be mailed to
Audrey Goodman, Wellman, Inc., 1040 Broad Street, Suite 302,
Shrewsbury, New Jersey 07702. Telephone requests may be
directed to Ms. Goodman at (908) 935-7312.
SELLING SHAREHOLDERS
Set forth below is information as to the Selling
Shareholders, the number of shares of Common Stock of the
Company beneficially owned, the number which may be offered as
set forth on the cover of this Prospectus (assuming certain
options are exercised) and the number of shares to be owned
after completion of the offering assuming all shares are sold.
Number of
Shares of
Name and Common Stock Number of Shares to be
Position Beneficially Shares Which Owned After
with Company Owned (1) May be Offered Offering
Thomas M. Duff -0- 225,000 -0-
President and
Chief Executive
Officer
W. William Beckwith -0- 115,000 -0-
Vice President
Clifford J.
Christensen 2,800 117,800 -0-
Executive Vice
President
Paul D. Apostol -0- 70,000 -0-
Vice President
James P. Casey -0- 75,000 -0-
Vice President
Richard Kattar -0- 25,000 -0-
Vice President
Keith R. Phillips -0- 15,000 -0-
Vice President,
Chief Financial
Office and
Treasurer
Mark J. Rosenblum 120 42,584 -0-
Vice President -
Controller
Ernest Taylor -0- 28,000 -0-
Vice President
(1) Represents shares issued on or before the date hereof upon
exercise of options issued pursuant to the Plan.
The number of shares which each of the above persons, and any
other persons with whom he is acting in concert for the purpose
of selling the Company's shares, may sell in any three month
period may not exceed 329,000 shares.
LEGAL MATTERS
The validity of the shares of Common Stock offered hereby
has been passed upon for the Company by Edwards & Angell,
Providence, Rhode Island. David K. Duffell, a partner of
Edwards & Angell, is the Secretary of the Company.
EXPERTS
The consolidated financial statements of Wellman, Inc. at
December 31, 1993 and 1992 and for each of the three years in
the period ended December 31, 1993 appearing in the Company's
Annual Report on Form 10-K for the year ended December 31, 1993
have been audited by Ernst & Young, independent auditors, as
set forth in their report thereon appearing therein and
incorporated herein by reference, which is based in part on the
report of KPMG Stokes Kennedy Crowley, independent auditors.
The consolidated financial statements referred to above are
incorporated herein by reference in reliance upon such reports
given upon the authority of such firms as experts in accounting
and auditing.
<PAGE>
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PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 3. Incorporation of Documents by Reference.
There are incorporated herein by reference the following
documents:
1. The Company's Annual Report on Form 10-K for the year
ended December 31, 1993, as filed with the Commission
pursuant to the Exchange Act.
2. The Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1994, as filed with the
Commission pursuant to the Exchange Act.
3. The Company's Registration Statement on Form 8-A, as
amended, which incorporated by reference the
description of the Company's Common Stock contained in
the Company's Registration Statement on Form S-1,
filed with the Commission pursuant to the Securities
Act.
4. All other documents filed by the Company pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act
subsequent to the date of this Prospectus and prior to
the filing of a post-effective amendment which
indicates that all securities offered hereby have been
sold or which deregisters all securities then
remaining unsold shall be deemed to be incorporated by
reference into this Prospectus and such document shall
be deemed to be a part hereof from the date of filing
of such document.
Any statement contained in this Prospectus or in a document
incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of
this Prospectus to the extent that a statement contained herein
or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or
supersedes such statement. Any statement so modified or
superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus.
Any person receiving a copy of this Prospectus may obtain,
without charge, upon request, a copy of any of the documents
incorporated by reference herein, except for the exhibits to
such documents. Written requests should be mailed to
Audrey Goodman, Wellman, Inc., 1040 Broad Street, Suite 302,
Shrewsbury, New Jersey 07702. Telephone requests may be
directed to Ms. Goodman at (908) 935-7312.
Item 4. Description of Securities.
Not applicable
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 7. Exemption of Registrant Claimed
Not applicable
Item 8. Exhibits.
4 - Wellman, Inc. Amended and Restated 1985 Incentive
Stock Option Plan
5 - Opinion of Edwards & Angell re: legality
23(a) - Consent of Ernst & Young
23(b) - Consent of KPMG Stokes Kennedy Crowley
23(c) - Consent of Edwards & Angell (included in
Exhibit 5)
Item 9. Undertakings.
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 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;
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 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.
The undersigned Registrant hereby further undertakes that,
for purposes of determining any liability under the Securities
Act of 1933, each filing of the Registrant's Annual Report
pursuant to Section 13(a) or 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.
The undersigned Registrant hereby undertakes to deliver or
cause to be delivered with this prospectus, to each person to
whom this prospectus is sent or given, the latest annual report
to securityholders 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.
Insofar as indemnification for liabilities arising under
the Securities Act of 1933 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 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.
SIGNATURES AND AMENDMENTS
Each person whose signature appears below hereby authorizes
the President or the Vice President-Chief Financial Officer of
the Registrant, or any one of them, to execute in the name of
each person, and to file, an amendment or amendments to this
Registration Statement, which amendment may make such other
changes in this Registration Statement as said officer or
officers so acting deem(s) advisable.
SIGNATURES
Registrant: 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 of Form S-8/S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned,
thereunto duly authorized in the City of Shrewsbury, State of
New Jersey, on June 10, 1994.
WELLMAN, INC.
By /s/Thomas M. Duff
Thomas M. Duff
President
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities indicated on June 10, 1994.
Signatures Title
/s/ Thomas M. Duff President, Chief Executive
Thomas M. Duff Officer and Director
/s/ Keith R. Phillips Vice President, Chief
Keith R. Phillips Financial Officer and
Treasurer (Principal
Financial Officer)
/s/ Mark J. Rosenblum Vice President-Controller
Mark J. Rosenblum (Principal Accounting Officer)
Vice President and Director
C. W. Beckwith
/s/ Peter H. Conze Director
Peter H. Conze
/s/ Richard F. Heitmiller Director
Richard F. Heitmiller
/s/ Jonathan M. Nelson Director
Jonathan M. Nelson
/s/ James E. Rogers Director
James E. Rogers
/s/ Roger A. Vandenberg Director
Roger A. Vandenberg
/s/ Allan R. Dragone Director
Allan R. Dragone
/s/ Raymond C. Tower Director
Raymond C. Tower
<PAGE>
EXHIBIT INDEX
TO
WELLMAN FORM S-8
Exhibit No. Exhibit Description Page
4 Wellman, Inc. Amended and Restated
1985 Incentive Stock Option Plan
5 Opinion of Edwards & Angell re: legality
23(a) Consent of Ernst & Young
23(b) Consent of KPMG Stokes Kennedy Crowley
23(c) Consent of Edwards & Angell (included
in Exhibit 5)
Exhibit 4
WELLMAN, INC.
AMENDED AND RESTATED
1985 INCENTIVE STOCK OPTION PLAN
Dated as of May 17, 1994
1. Purpose:
This 1985 Incentive Stock Option Plan, as amended (the
"1985 Incentive Plan") is intended as an incentive and to
encourage stock ownership by certain key executive and
managerial employees of Wellman, Inc. (the "Company") so that
they may acquire a, or increase their, proprietary interest in
the success of the Company, and to encourage them to remain in
the employ of the Company. The options granted before December
22, 1987 pursuant to the 1985 Incentive Plan shall be incentive
stock options ("ISOs") as defined in Section 422A of the
Internal Revenue Code of 1954, as from time to time amended
(the "Code"). The options granted after December 21, 1987
pursuant to the 1985 Incentive Plan shall not be incentive
stock options and the terms of any options issued after
December 21, 1987 shall provide that it will not be treated as
an incentive stock option. The 1985 Incentive Plan shall be
interpreted to conform to the requirements of Section 422A with
respect to options granted before December 22, 1987.
Hereinafter, options granted pursuant to the 1985 Incentive
Plan shall be referred to as "Options".
2. Administration:
The 1985 Incentive Plan shall be administered by the
members of the Compensation Committee of the Board of Directors
of the Company (the "Committee"). The Committee shall from
time to time at its discretion determine employees eligible for
Options to be granted under the 1985 Incentive Plan, the number
of shares subject to each Option, and such other matters
specifically delegated to it under this 1985 Incentive Plan.
In determining the grant of ISOs to eligible employees, for
years prior to 1987 the aggregate market value of shares of
Common Stock (the "Shares") underlying ISOs granted in any
calendar year ("grant year") under the 1985 Incentive Plan and
of ISOs granted in such grant year by the Company, its parent,
or any subsidiary, as the terms "parent" and "subsidiary" are
defined in Section 425(h) of the Code, and the predecessors of
any such corporation (collectively, the "Employer Group") under
any other incentive stock option plan to an individual shall
not exceed $100,000 plus the amount of "unused limit carryover"
to such year as determined by Section 422 A(c)(4) of the Code.
The Committee shall have the final authority to interpret
and construe the terms of the 1985 Incentive Plan and of any
Option. No member of the Committee shall be liable for any
action, interpretation or construction made in good faith with
respect to the 1985 Incentive Plan or any Option.
3. Eligibility:
Key executive and managerial employees (including officers,
whether or not they are directors) of the Company shall be
eligible to receive Options. A director of the Company who is
not a full time employee of the Company shall not be eligible
to receive Options. An eligible employee holding stock options
and Options may receive additional Options.
4. Stock:
The stock subject to Options shall be voting Shares of the
Company's authorized but unissued voting Shares or the voting
Shares held by the Company in its treasury. The total amount
of the Shares on which Options may be granted pursuant to this
1985 Incentive Plan may equal but shall not exceed in the
aggregate 3,508,000 voting Shares.* [*Originally 504,000, as
adjusted for a two-for-one stock split effective June 15, 1989,
and as amended on May 22, 1990 to add 1,000,000 Shares and as
further amended on May 17, 1994 to add 1,500,000 Shares.] Such
number of Shares shall be adjusted in accordance with the
provisions of Article 5(i).
In the event that an Option expires or is terminated, the
Shares allocable to the unexercised portion of such Option may
again be subjected to an Option.
5. Terms and Conditions of Options:
Options shall be evidenced by agreements in such form as
the Committee shall from time to time determine, which
agreements shall comply with and be subject to the following
terms and conditions:
(a) Option Period:
The vested and exercisable portion of the Option,
as determined in accordance with Article 5(e), may be
exercised for a period of 10 years from the date that
the Option is granted (except that such period shall
be 11 years if the Option is granted after
December 21, 1987), provided, however that: (i) in
the case of an Option granted to an individual who, at
the time of grant, owns stock possessing more than 10
percent of the total combined voting power of all
classes of stock of the Company or any parent or
subsidiary corporation of the Company (a "Ten Percent
Stockholder"), such period shall not exceed five years
from the date of grant (except that such period shall
not exceed six years from the date of grant if such
date is after December 21, 1987); (ii) in the event
that an optionee shall voluntarily resign, provided,
with respect to Options granted on or after May 17,
1994, that such optionee does not subsequently compete
with the Company, or an optionee's employment is
terminated without cause, the period during which the
vested and exercisable portion of the Option may be
exercised shall not exceed three months after such
termination (but not subsequent to the expiration of
the Option); (iii) in the event that an optionee's
employment is terminated by reason of death or
disability (as that term is defined in Section
22(e)(3)) or upon voluntary retirement on or after 65
years of age, then the period during which the vested
and exercisable portion of the Option may be exercised
shall not exceed three years after such death,
disability or retirement (but not subsequent to the
expiration of the Option); and (iv) in the event that
an optionee's employment is terminated for cause (as
hereinafter defined in subparagraph (1) of this
paragraph) or, with respect to Options granted on or
after May 17, 1994, if the optionee shall voluntarily
resign and such optionee subsequently competes with
the Company then the Option shall not be exercisable
at any time.
(b) Number of Shares:
Each Option shall state the number of Shares to
which it pertains.
(c) Option Price:
Each Option shall state the option price, which
shall be not less than 100% of the fair market value
per voting Share on the date of the granting of the
Option. In the case of an Option granted to a Ten
Percent Stockholder, this option price shall not be
less than 110% of the fair market value per voting
Share on the date of the granting of the Option. The
fair market value on the date of the granting of the
Option shall be determined by the Committee.
(d) Medium and Time of Payment:
The option price shall be payable in United
States dollars upon the exercise of the Option and may
be paid in cash or by personal or certified check,
bank draft or postal or express money order.
(e) Vesting of Option:
Each Option shall be vested and exercisable to
the extent of 20% of the total number of Shares to
which it pertains beginning one year after the date it
is granted and as to an additional 20% beginning on
each of the second, third, fourth and fifth
anniversaries of the date it is granted, provided,
however that: (i) in the event that an employee is
terminated for cause (as hereinafter defined in
subparagraph (1) of this paragraph) or, with respect
to Options granted on or after May 17, 1994, an
employee voluntarily resigns and subsequently competes
with the Company, his Option shall not be deemed
vested or exercisable to any extent; (ii) in the event
that an employee's employment is terminated because of
death or disability, any Option granted to him shall
be deemed vested and exercisable to the extent of 30%
of the total number of Shares to which it pertains one
year after the date it is granted, an additional 10%
beginning on the second anniversary of the date it is
granted; and (iii) all Options shall be exercisable in
full upon the occurrence of a Change in Control of the
Company. For purposes of this Article 5(e) and
Article 5(a), termination of employment shall be
considered to occur when an employee is no longer a
full-time employee of the Company or of any parent or
subsidiary corporation of the Company; whether an
authorized leave of absence or absence on military or
government service shall constitute termination of
employment for purposes of the 1985 Incentive Plan
shall be determined by the Committee; and the
Committee shall determine whether a termination is
with or without cause, a voluntary retirement, due to
disability, or whether an optionee subsequent to
termination competes with the Company. For purposes
of this Article 5(e), a "Change in Control" shall be
deemed to have occurred if (a) any "person" or "group"
(as such terms are used in Section 13(d)(3) and
14(d)(2) of the Exchange Act) other than the Company
is or becomes the beneficial owner, directly or
indirectly, of securities of the Company representing
25% or more of the combined voting power of the
Company's then outstanding securities; or (b) during
any period of two consecutive years, individuals who
at the beginning of such period constitute the Board
of Directors of the Company cease for any reason to
constitute at least a majority thereof unless the
election, or the nomination for election by the
Company's shareholders, of each new director was
approved by a vote of at least two-thirds of the
directors of the Company then still in office who were
directors of the Company at the beginning of the
period.
(f) Serial Exercise:
For grants of ISOs prior to 1987, the Option
Agreement shall provide that an ISO shall not be
exercisable and no put or call shall be allowed
while there is outstanding any incentive stock
option as defined in Section 422A of the Code
previously granted under the 1985 Incentive Plan
or under another incentive stock option plan as
defined in Section 422A of the Code to the
optionee with respect to stock in a member of the
Employer Group. For this purpose, an incentive
stock option shall be considered outstanding
until it is exercised in full or expires by
reason of lapse of time. For Options granted
after 1986, the Option Agreement shall not
contain such sequential exercise requirement.
(g) Non-Transferability:
An Option shall be exercisable during the
optionee's lifetime only by him or his Permitted
Transferee (as hereinafter defined) and after his
death only by his personal representative or
Permitted Transferee, and the Option shall not be
assignable or transferable by him, otherwise (i)
than by will or the laws of descent or
distribution, (ii) pursuant to a qualified
domestic relations order, as defined by the
Internal Revenue Code or Title I of the Employee
Retirement Income Security Act, or the rules
thereunder, or (iii) to a Permitted Transferee if
the stock option agreement provides for such
transferability and no consideration is received
by the optionee for such transfer. For purposes
of this Article 5(g), a "Permitted Transferee"
shall be a member of the immediate family (i.e.,
parent, spouse or child) of the optionee. Once
so transferred, it shall not be further
transferable. Any transferee shall be required
to provide evidence of transfer satisfactory to
the Committee. No transfer by the optionee by
will or the laws of descent and distribution
shall be effective to bind the Company unless the
Company shall have been furnished with written
notice thereof and a copy of the will and/or such
other evidence as the Committee may deem
necessary to establish the validity of the
transfer and the acceptance by the transferee or
transferees of the terms and conditions of the
Option.
(h) Investment Representation:
Each Option Agreement may provide that, upon
demand by the Committee for such a
representation, the optionee (or any permissible
transferee of the option under Article 5(g))
shall deliver to the Committee at the time of any
exercise of an Option or portion thereof a
written representation that the Shares to be
acquired upon such exercise are to be acquired
for investment and not for resale or with a view
to the distribution thereof. Upon such demand,
delivery of such representation prior to the
delivery of any Shares issued upon exercise of an
Option and prior to the expiration of the Option
period shall be a condition precedent to the
right of the optionee or such other transferee to
purchase any Shares.
(i) Adjustments in Event of Change in Voting
Shares:
In the event of any change in the voting
Shares of the Company by reason of any stock
dividend, recapitalization, reorganization,
merger, consolidation, split-up, combination, or
exchange of voting Shares at a price
substantially below fair market value, or rights
offering to purchase voting Shares, or of any
similar change affecting the voting Shares, the
number and kind of Shares which thereafter may be
optioned and sold under the 1985 Incentive Plan
and the number and kind of Shares subject to
option in outstanding option agreements and the
purchase price per share thereof shall be
appropriately adjusted consistent with such
change in such manner as the Committee may deem
equitable in its discretion to prevent
substantial dilution or enlargement of the rights
granted to, or available for, participants in the
1985 Incentive Plan.
(j) Rights as a Shareholder:
An optionee or a transferee of an Option
shall have no rights as a shareholder with
respect to Shares covered by his Option until the
date as of which a stock certificate is issued to
him for such Shares. No adjustment shall be made
for dividends (ordinary or extraordinary, whether
in cash, securities or other property) or
distributions or other rights for which the
record date is prior to the date such stock
certificate is issued.
(k) No Right to Continued Employment:
The Option Agreement shall not confer upon
the optionee any right with respect to
continuance of employment by the Company or a
parent or subsidiary corporation of the Company,
nor shall it interfere in any way with the right
of his employer to terminate his employment at
any time.
(1) Definition of Cause:
The term "cause" in the context of a termination
of employment means only one or more of the
following: (a) the commission in the course of
employment of any dishonest or fraudulent act; (b)
conviction of a felony (from which, through lapse of
time or otherwise, no successful appeal shall have
been made) whether or not committed in the course of
employment; (c) the willful refusal to carry out
reasonable instructions of the Chairman of the Board
of Directors of the Company which has a material
adverse affect upon the Company; and (d) the willful
disclosure of any trade secrets or confidential
corporate information to persons not authorized to
know same.
(m) Other Provisions:
The Committee may, as a condition precedent to
the exercise of any Option, require the holder of the
Option (including, in the event of his death, his
legal representatives, legatees or distributees) to
enter into such agreements or to make such
representations as may be required to make lawful
under the laws of the U.S. or any foreign country the
exercise of the Option and the ultimate disposition of
the Shares acquired by such exercise.
The Option Agreements authorized under the 1985
Incentive Plan shall contain such other provisions,
consistent with the 1985 Incentive Plan, as the
Committee shall deem advisable.
6. Term of 1985 Incentive Plan:
Subject to Article 8, the 1985 Incentive Plan shall remain
in effect until all Shares subject or which may become subject
to the 1985 Incentive Plan shall have been purchased pursuant
to Options; provided that no grant shall be made under the 1985
Incentive Plan after December 15, 1997.
7. Indemnification of Committee:
To the full extent permitted by law, the Company shall
indemnify each person made or threatened to be made a party to
any civil or criminal action or proceeding by reason of the
fact that he, or his testator or intestate, is or was a member
of the Committee.
8. Amendment of the 1985 Incentive Plan:
The Board of Directors of the Company may from time to time
amend, suspend or discontinue the 1985 Incentive Plan,
provided, however that, subject to the provisions of Article
5(i), no action of the Board of Directors or of the Committee
may: (i) increase the number of Shares subject to the 1985
Incentive Plan pursuant to Article 4; (ii) permit the granting
of any Option at a price less than that determined in
accordance with Articles 5(c); or (iii) permit the granting of
Options which expire beyond the period provided for in Article
5(a). Without the written consent of an optionee, no amendment
or suspension of the 1985 Incentive Plan shall alter or impair
any Option previously granted to him under the 1985 Incentive
Plan.
9. Application of Funds:
The proceeds received by the Company from the sale of
Shares pursuant to Options will be used for general corporate
purposes.
10. No Obligation to Exercise Option:
The granting of an Option shall impose no obligation upon
the optionee to exercise such Option.
Exhibit 5
June 10, 1994
Wellman, Inc.
1040 Broad Street
Shrewsbury, NJ 07702
Ladies and Gentlemen:
This opinion is furnished in connection with the filing by
Wellman, Inc. (the "Company") of a Registration Statement on
Form S-8/S-3 (the "Registration Statement") registering under
the Securities Act of 1933, as amended, 1,500,000 shares of
Common Stock, $.001 par value (the "Common Stock"), to be
issued pursuant to stock options under the Company's Amended
and Restated 1985 Incentive Stock Option Plan (the "Plan").
As counsel for the Company, we participated in the
preparation of the Registration Statement and have examined
such other certificates and documents as we deemed necessary or
appropriate for the purposes of this opinion.
Based upon the foregoing, we are of the opinion that the
shares of Common Stock being registered by the Registration
Statement, when issued nad paid for as contemplated by the
Plan, will be validly issued, fully paid and non-assessable.
We hereby consent to the reference to our firm in the
Registration Statement.
Very truly yours,
EDWARDS & ANGELL
Exhibit 23(a)
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption
"Experts" in the Registration Statement on Form S-8/S-3
pertaining to the Wellman, Inc. Amended and Restated 1985
Incentive Stock Option Plan and in the related Prospectuses and
to the incorporation by reference therein of our report dated
February 15, 1994 with respect to the consolidated financial
statements and schedules of Wellman, Inc. included in its
Annual Report (Form 10-K) for the year ended December 31, 1993,
filed with the Securities and Exchange Commission.
ERNST & YOUNG
Charlotte, North Carolina
June 10, 1994
<PAGE>
Exhibit 23(b)
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the capiton
"Experts" in the Registration Statement on Form S-8/S-3
pertaining to the Wellman, Inc. 1985 Amended and Restated
Incentive Stock Option Plan and in the related Prospectuses and
to the incorporation by reference therein of our report dated
17 February 1994, with respect to the consolidated financial
statements of Wellman Internationsl Limited and subsidiary at
31 December 1993 and 1992, and for each of the three years in
the period ended 31 December 1993, included in Wellman, Inc.'s
Annual Report (Form 10-K) for the year ended 31 December 1993,
filed with the Securities and Exchange Commission.
KPMG STOKES KENNEDY CROWLEY
Chartered Accountants
Registered Auditors
Dublin, Ireland
10 June 1994
