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FORM S-8
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. Employee Stock Ownership Plan and Trust
(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, 600,000 $25.875 $15,525,000 $5,353.02
$.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 No. 33-44876.
<PAGE>
Part I, Items 1-2; Part II, Items 4-7, 9.
This Registration Statement relates to 600,000 additional
shares of Wellman, Inc. (the "Company") Common Stock that may
be issued pursuant to the Wellman, Inc. Employee Stock
Ownership Plan and Trust (the "Plan"). The contents of the
Company's Registration Statement on Form S-8 (Registration No.
33-44876) relating to the Plan is hereby incorporated by
reference.
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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 or the Plan
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 8. Exhibits.
4 - Wellman, Inc. Employee Stock Ownership Plan and
Trust (Exhibit 4(a) of the Company's Registration
Statement No. 33-44876 is hereby incorporated by
reference)
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)
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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 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
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EXHIBIT INDEX
TO
WELLMAN FORM S-8
Exhibit No. Exhibit Description Page
4 Wellman, Inc. Employee Stock Ownership
Plan and Trust (Exhibit 4(a) of the
Company's Registration Statement No.
33-44876 is hereby incorporated by
reference)
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 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 (the "Registration Statement") registering under the
Securities Act of 1933, as amended, 600,000 shares of Common
Stock, $.001 par value (the "Common Stock"), to be issued
pursuant to the Company's Employee Stock Ownership Plan and
Trust (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 incorporation by reference in the
Registration Statement on Form S-8 pertaining to the Wellman,
Inc. Employee Stock Ownership Plan and Trust and in the related
Prospectus of our report dated February 15, 1994 with respect
to the consolidated financial statements and schedules of
Wellman, Inc. included in its Annual Report on 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
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Exhibit 23(b)
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the
Registration Statement on Form S-8 pertaining to the Wellman,
Inc. Employee Stock Ownership Plan and Trust and in the related
Prospectus of our report dated 17 February 1994, with respect
to the consolidated financial statements of Wellman
International 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
Dublin, Ireland
10 June 1994
