<PAGE>
As filed with the Securities and Exchange Commission on December 20, 1999
Registration No. 333-_______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
A. SCHULMAN, INC.
-----------------
(Exact Name of Registrant as Specified in its Charter)
Delaware 34-05145850
-------- -----------
(State of Organization) (I.R.S. Employer Identification No.)
3550 WEST MARKET STREET, AKRON, OHIO 44333
- ------------------------------------ -----
(Address of Principal Executive Offices) (ZIP Code)
1981 INCENTIVE STOCK OPTION PLAN OF A. SCHULMAN, INC.
A. SCHULMAN, INC. 1991 STOCK INCENTIVE PLAN
A. SCHULMAN, INC. 1992 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
(the "Plans")
- ------------------------------------------------------------------------------
(Full Title of the Plan)
Robert A. Stefanko Copy to: Daniel G. Berick, Esq.
A. Schulman, Inc. Berick, Pearlman & Mills
3550 West Market Street Co., L.P.A.
Akron, Ohio 44333 1350 Eaton Center
(330) 666-3571 1111 Superior Avenue
(Name, address and telephone Cleveland, OH 44114
number of agent for service) (216) 861-4900
CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Proposed
Maximum Proposed
Title of Offering Maximum
Securities Amount Price Aggregate Amount of
to be to be Per Offering Registration
Registered Registered(1) Share Price Fee(2)
- ------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$1 par value 2,000,000 $15.53125 $31,062,500 $8,200.50
</TABLE>
- ------------------------------------------------------------------------------
(1) An undetermined number of additional shares of Common Stock may be issued
if the antidilution provisions of the Plans become operative.
(2) Based upon the average of the high and low sales prices of the Common
Stock on December 17, 1999; determined in accordance withRule 457(c)
solely for purposes of determining the amount of the registration fee.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
STATEMENT OF THE REGISTRANT
The contents of the Registration Statement on Form S-8 (Commission file no.
33-69042) previously filed by the Registrant in respect of the Plans are
incorporated herein by reference.
This Registration Statement is being filed for the purpose of reflecting
the increase of the number of the Registrant's Common Shares reserved under its
1991 Stock Incentive Plan from 1,875,000 (giving effect to splits in the
Corporation's Common Stock subsequent to adoption of the 1991 Stock Incentive
Plan) to 3,875,000.
1
<PAGE>
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 Akron, State of Ohio, on this 20th
day of December, 1999.
A. SCHULMAN, INC.
By: /s/ Robert A. Stefanko
------------------------------------
Robert A. Stefanko
Chairman of the Board of
Directors and Executive Vice
President - Finance and
Administration
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons on
behalf of the Registrant and in the capacities and on the date indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
/s/ Terry L. Haines December 20, 1999
- ------------------- Director and Principal -----------------
Terry L. Haines Executive Officer
/s/ Robert A. Stefanko December 20, 1999
- ---------------------- Director, Principal -----------------
Robert A. Stefanko Financial Officer and
Principal Accounting Officer
Alan L. Ockene* Director
Paul Craig Roberts* Director
Rene C. Rombouts* Director
Peggy Gordon Elliott* Director
Willard R. Holland* Director
James A. Karman* Director
James S. Marlen* Director
</TABLE>
*By: /S/Robert A. Stefanko December 20, 1999
---------------------- -----------------
Robert A. Stefanko
Attorney-in-Fact
*Powers of attorney authorizing Robert A. Stefanko to sign this
Registration Statement on Form S-8 on behalf of certain Directors of the
Company are being filed with the Securities and Exchange Commission herewith.
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Exhibit
Number Description
- ------- ------------
<S> <C>
4(a) Restated Certificate of Incorporation (incorporated by
reference to Exhibit 3(a) to the Company's Form 10-K
for fiscal year ended August 31, 1990).
4(b) Certificate of Amendment of Certificate of
Incorporation dated December 12, 1985 (incorporated by
reference to Exhibit 2(b) of the Company's Registration
Statement on Form 8-A dated January 15, 1996).
4(c) Certificate of Amendment of Certificate of
Incorporation dated January 9, 1987 (incorporated by
reference to Exhibit 3(b) to the Company's Form 10-K
for fiscal year ended August 31, 1994).
4(d) Certificate of Amendment of Certificate of
Incorporation dated December 10, 1987 (incorporated by
reference to Exhibit 3(c) to the Company's Form 10-K
for fiscal year ended August 31, 1991).
4(e) Certificate of Amendment of Certificate of
Incorporation dated December 6, 1990 (incorporated by
reference to Exhibit 3(d) to the Company's Form 10-K
for fiscal year ended August 31, 1991).
4(f) Certificate of Amendment of Certificate of
Incorporation dated December 9, 1993 (incorporated by
reference to Exhibit 2(f) to the Company's Registration
Statement on Form 8-A dated January 15, 1996).
4(g) Rights Agreement dated as of January 12, 1996, between
the Company and Society National Bank, as Rights Agent,
which includes as Exhibit B thereto the Form of Rights
Certificate (incorporated by reference to Exhibit 1 to
the Company's Registration Statement on Form 8-A, dated
January 15, 1996).
3
<PAGE>
<CAPTION>
Exhibit Exhibit
Number Description
- ------- -----------
<S> <C>
4(h) Amendment No. 1 to Rights Agreement dated as of
November 21, 1997 between the Company, KeyBank National
Association (as successor by merger to Society National
Bank) and First Chicago Trust Company of New York as
successor Rights Agent (incorporated by reference to
Exhibit 1(b) to the Company's Amendment No. 1 to
Registration Statement on Form 8-A/A).
4(i) A. Schulman, Inc. 1991 Stock Incentive Plan
(incorporated by reference to Exhibit 10(b) to the
Company's Form 10-K for fiscal year ended August 31,
1991).
4(j) Amendment to A. Schulman, Inc. 1991 Stock Incentive
Plan (incorporated by reference to Exhibit 10.9 to the
Company's Form 10-Q for the fiscal quarter ended
February 29, 1996).
4(k) Second Amendment to A. Schulman, Inc. 1991 Stock
Incentive Plan.
4(l) Third Amendment to A. Schulman, Inc. 1991 Stock Incentive
Plan.
4(m) A. Schulman, Inc. 1992 Non-Employee Directors' Stock
Option Plan (incorporated by reference to Exhibit A to
the Company's Proxy Statement dated November 12, 1992
filed as Exhibit 28 to the Company's Form 10-K for
fiscal year ended August 31, 1992).
4(n) Amendment to A. Schulman, Inc. 1992 Non-Employee
Directors' Stock Option Plan (incorporated by reference
to Exhibit 10.10 to the Company's Form 10-Q for the
fiscal quarter ended February 29, 1996).
4(o) Second Amendment to A. Schulman, Inc. 1992 Non-Employee
Directors' Stock Option Plan (incorporated by reference
to Exhibit 10(e) to the Company's Form 10-K for the
fiscal year ended August 31, 1999).
4(p) Third Amendment to A. Schulman, Inc. 1992 Non-Employee
Directors' Stock Option Plan.
4
<PAGE>
<CAPTION>
Exhibit Exhibit
Number Description
- ------- -----------
<S> <C>
5 Opinion of Berick, Pearlman & Mills Co.,
L.P.A. as to the Common Shares being
registered
23(a) Consent of PricewaterhouseCoopers LLP
23(b) Consent of Berick, Pearlman & Mills Co., L.P.A.
(contained in opinion filed as Exhibit 5)
24 Powers of Attorney
</TABLE>
5
<PAGE>
EXHIBIT 4(k)
SECOND AMENDMENT
TO
A. SCHULMAN, INC.
1991 STOCK INCENTIVE PLAN
-------------------------
1. PURPOSE OF AMENDMENT.
The A. Schulman, Inc. 1991 Stock Incentive Plan (the "Plan") provides
that the total number of Shares (this term and all other capitalized terms
which are not defined herein shall have the meanings ascribed to such terms
in the Plan) available for grant under the Plan may not exceed one million
eight hundred seventy-five thousand (giving effect to splits in the
Corporation's Common Stock subsequent to adoption of the Plan. The purpose
of this Amendment is to increase the number of Shares available for grant by
two million, such that, as of the effective date of this Second Amendment,
two million four hundred thirty-three thousand one hundred and fourteen
Shares will be available for future grants.
2. AMENDMENT.
Pursuant to the power reserved by the Board in Section 12.1 of the Plan,
and subject to the approval thereof by the stockholders of the Company,
Section 4.1 of the Plan is hereby amended and restated in its entirety as
follows:
"5.1 NUMBER OF SHARES. Subject to adjustment as provided in Section 4.3
herein, the total number of Shares available for grant under the Plan may
not exceed three million eight hundred seventy-five thousand, two million
four hundred thirty-three thousand one hundred and fourteen Shares of which
will be available for future grants as of the effective date of this Second
Amendment. All Shares available for grant under the Plan may be either
authorized but unissued or reacquired Shares."
3. EFFECTIVE DATE.
The effective date of this Second Amendment shall be October 20, 1999,
provided, however, that if this Second Amendment is not approved by the
stockholders of the Company at or prior to the Company's 1999 Annual Meeting
of Stockholders, this Second Amendment shall be null and void and of no
effect whatsoever.
<PAGE>
Exhibit 4(l)
THIRD AMENDMENT
TO
A. SCHULMAN, INC.
1991 STOCK INCENTIVE PLAN
-------------------------
1. PURPOSE OF AMENDMENT.
The purpose of this Amendment to the A. Schulman, Inc. 1991 Stock
Incentive Plan (the "Plan") is to limit the ability of the the Committee
(this term and all other capitalized terms which are not defined herein shall
have the meanings ascribed to such terms in the Plan) to reprice, replace or
grant Options previously granted under the Plan.
2. AMENDMENT.
Pursuant to the power reserved by the Board in Section 12.1 of the Plan,
Section 3.2 of the Plan is hereby amended by the addition thereto of the
following as the final sentence thereof:
"Notwithstanding anything to the contrary set forth above, the Committee
shall not, without the prior approval of the shareholders of the Company,
reprice, replace, or regrant any Option previously granted through the
cancellation and reissuance thereof or by lowering the Option Price
applicable thereto."
3. EFFECTIVE DATE.
The effective date of this Third Amendment shall be December 9, 1999.
<PAGE>
Exhibit 4(p)
THIRD AMENDMENT
TO
A. SCHULMAN, INC.
1992 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
----------------------------------------------
1. PURPOSE OF AMENDMENT.
The purpose of this Amendment to the A. Schulman, Inc. 1992 Non-Employee
Directors' Stock Option Plan (the "Plan") is to limit the ability of the
Committee (this term and all other capitalized terms which are not defined
herein shall have the meanings ascribed to such terms in the Plan) to
reprice, replace or grant Options previously granted under the Plan.
2. AMENDMENT.
Pursuant to the power reserved by the Board in Section 10.2 of the Plan,
Section 4 of the Plan is hereby amended by the addition thereto of the
following as the final sentence thereof:
"Notwithstanding anything to the contrary set forth above, the Committee
shall not, without the prior approval of the shareholders of the Company,
reprice, replace, or regrant any Option previously granted through the
cancellation and reissuance thereof or by lowering the Option Price
applicable thereto."
3. EFFECTIVE DATE.
The effective date of this First Amendment shall be December 9, 1999.
<PAGE>
Exhibit 5
BERICK, PEARLMAN & MILLS
A LEGAL PROFESSIONAL ASSOCIATION
1350 EATON CENTER
1111 SUPERIOR AVENUE
CLEVELAND, OHIO 44114-2569
(216) 861-4900
FAX (216) 861-4929
December 20, 1999
A. Schulman, Inc.
3550 West Market Street
Akron, Ohio 44333
Ladies and Gentlemen:
We are familiar with the proceedings taken and proposed to be taken by
A. Schulman, Inc. (the "Company") relative to the issuance and sale of
2,000,000 shares of Common Stock, par value $1 per share, of the Company (the
"Shares"), which Shares are reserved for issuance upon the exercise of
options granted pursuant to the Company's 1991 Stock Incentive Plan. As your
counsel, we have been involved in the preparation of a Registration Statement
on Form S-8 filed by you with the Securities and Exchange Commission to
effect the registration of the Shares pursuant to the Securities Act of 1933,
as amended (the "Registration Statement").
In this connection, we have examined the Certificate of Incorporation of
the Company, as amended to date, and the records of proceedings taken by the
Board of Directors and stockholders of the Company and all other documents
and records as we determined appropriate for the purposes of this opinion.
Based upon the foregoing, we are of the opinion that, upon the issuance
and sale of the Shares as contemplated by the Registration Statement, the
Shares will be legally issued, fully paid and non-assessable.
We hereby consent to the references to our firm in the Registration
Statement and to the inclusion of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Berick, Pearlman & Mills
BERICK, PEARLMAN & MILLS
<PAGE>
EXHIBIT 23(a)
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 of our report dated October 20, 1999 relating to the
financial statements, which appears in the 1999 Annual Report to Stockholders
of A. Schulman, Inc., which is incorporated by reference to A. Schulman,
Inc.'s Annual Report on Form 10-K for the year ended August 31, 1999. We
also consent to the incorporation by reference of our report dated October
20, 1999 relating to the Financial Statement Schedule, which appears in such
Annual Report on Form 10-K.
PricewaterhouseCoopers LLP
/s/PricewaterhouseCoopers LLP
Cleveland, Ohio
December 20, 1999
<PAGE>
POWER OF ATTORNEY
The undersigned Director of A. Schulman, Inc. (the "Corporation"), a
Delaware corporation, which anticipates filing with the Securities and Exchange
Commission, Washington, D.C., under the provisions of the Securities Act of
1933, as amended, a Registration Statement on Form S-8, hereby constitutes and
appoints TERRY L. HAINES, JAMES H. BERICK and ROBERT A. STEFANKO, and each of
them, with full power of substitution and resubstitution, as attorneys or
attorney to sign for the undersigned and in my name, place and stead, as
Director of said Corporation, said Registration Statement and any and all
amendments and exhibits thereto, and any and all applications and documents to
be filed with the Securities and Exchange Commission pertaining to such
Registration Statement, with full power and authority to do and perform any and
all acts and things whatsoever requisite, necessary or advisable to be done in
the premises, as fully and for all intents and purposes as the undersigned could
do if personally present, hereby approving the acts of said attorneys, and any
of them and any such substitute.
IN WITNESS WHEREOF, I have hereunto set my hand this 20th day of October,
1999.
/s/ Alan L. Ockene
---------------------------------
Alan L. Ockene
<PAGE>
POWER OF ATTORNEY
The undersigned Director of A. Schulman, Inc. (the "Corporation"), a
Delaware corporation, which anticipates filing with the Securities and
Exchange Commission, Washington, D.C., under the provisions of the Securities
Act of 1933, as amended, a Registration Statement on Form S-8, hereby
constitutes and appoints TERRY L. HAINES, JAMES H. BERICK and ROBERT A.
STEFANKO, and each of them, with full power of substitution and
resubstitution, as attorneys or attorney to sign for the undersigned and in
my name, place and stead, as Director of said Corporation, said Registration
Statement and any and all amendments and exhibits thereto, and any and all
applications and documents to be filed with the Securities and Exchange
Commission pertaining to such Registration Statement, with full power and
authority to do and perform any and all acts and things whatsoever requisite,
necessary or advisable to be done in the premises, as fully and for all
intents and purposes as the undersigned could do if personally present,
hereby approving the acts of said attorneys, and any of them and any such
substitute.
IN WITNESS WHEREOF, I have hereunto set my hand this 20th day of
October, 1999.
/s/ Dr. Peggy Gordon Elliott
-----------------------------
Dr. Peggy Gordon Elliott
<PAGE>
POWER OF ATTORNEY
POWER OF ATTORNEY
The undersigned Director of A. Schulman, Inc. (the "Corporation"), a
Delaware corporation, which anticipates filing with the Securities and
Exchange Commission, Washington, D.C., under the provisions of the Securities
Act of 1933, as amended, a Registration Statement on Form S-8, hereby
constitutes and appoints TERRY L. HAINES, JAMES H. BERICK and ROBERT A.
STEFANKO, and each of them, with full power of substitution and
resubstitution, as attorneys or attorney to sign for the undersigned and in
my name, place and stead, as Director of said Corporation, said Registration
Statement and any and all amendments and exhibits thereto, and any and all
applications and documents to be filed with the Securities and Exchange
Commission pertaining to such Registration Statement, with full power and
authority to do and perform any and all acts and things whatsoever requisite,
necessary or advisable to be done in the premises, as fully and for all
intents and purposes as the undersigned could do if personally present,
hereby approving the acts of said attorneys, and any of them and any such
substitute.
IN WITNESS WHEREOF, I have hereunto set my hand this 20th day of
October, 1999.
/s/ Dr. Paul Craig Roberts
-----------------------------
Dr. Paul Craig Roberts
<PAGE>
POWER OF ATTORNEY
The undersigned Director of A. Schulman, Inc. (the "Corporation"), a
Delaware corporation, which anticipates filing with the Securities and
Exchange Commission, Washington, D.C., under the provisions of the Securities
Act of 1933, as amended, a Registration Statement on Form S-8, hereby
constitutes and appoints TERRY L. HAINES, JAMES H. BERICK and ROBERT A.
STEFANKO, and each of them, with full power of substitution and
resubstitution, as attorneys or attorney to sign for the undersigned and in
my name, place and stead, as Director of said Corporation, said Registration
Statement and any and all amendments and exhibits thereto, and any and all
applications and documents to be filed with the Securities and Exchange
Commission pertaining to such Registration Statement, with full power and
authority to do and perform any and all acts and things whatsoever requisite,
necessary or advisable to be done in the premises, as fully and for all
intents and purposes as the undersigned could do if personally present,
hereby approving the acts of said attorneys, and any of them and any such
substitute.
IN WITNESS WHEREOF, I have hereunto set my hand this 20th day of
October, 1999.
/s/ Rene C. Rombouts
-----------------------------
Rene C. Rombouts
<PAGE>
POWER OF ATTORNEY
The undersigned Director of A. Schulman, Inc. (the "Corporation"), a
Delaware corporation, which anticipates filing with the Securities and
Exchange Commission, Washington, D.C., under the provisions of the Securities
Act of 1933, as amended, a Registration Statement on Form S-8, hereby
constitutes and appoints TERRY L. HAINES, JAMES H. BERICK and ROBERT A.
STEFANKO, and each of them, with full power of substitution and
resubstitution, as attorneys or attorney to sign for the undersigned and in
my name, place and stead, as Director of said Corporation, said Registration
Statement and any and all amendments and exhibits thereto, and any and all
applications and documents to be filed with the Securities and Exchange
Commission pertaining to such Statement, with full power and authority to do
and perform any and all acts and things whatsoever requisite, necessary or
advisable to be done in the premises, as fully and for all intents and
purposes as the undersigned could do if personally present, hereby approving
the acts of said attorneys, and any of them and any such substitute.
IN WITNESS WHEREOF, I have hereunto set my hand this 20th day of
October, 1999.
/s/ Willard R. Holland
--------------------------
Willard R. Holland
<PAGE>
POWER OF ATTORNEY
The undersigned Director of A. Schulman, Inc. (the "Corporation"), a
Delaware corporation, which anticipates filing with the Securities and
Exchange Commission, Washington, D.C., under the provisions of the Securities
Act of 1933, as amended, a Registration Statement on Form S-8, hereby
constitutes and appoints TERRY L. HAINES, JAMES H. BERICK and ROBERT A.
STEFANKO, and each of them, with full power of substitution and
resubstitution, as attorneys or attorney to sign for the undersigned and in
my name, place and stead, as Director of said Corporation, said Registration
Statement and any and all amendments and exhibits thereto, and any and all
applications and documents to be filed with the Securities and Exchange
Commission pertaining to such Registration Statement, with full power and
authority to do and perform any and all acts and things whatsoever requisite,
necessary or advisable to be done in the premises, as fully and for all
intents and purposes as the undersigned could do if personally present,
hereby approving the acts of said attorneys, and any of them and any such
substitute.
IN WITNESS WHEREOF, I have hereunto set my hand this 20th day of
October, 1999.
/s/ James A. Karman
----------------------------
James A. Karman
<PAGE>
POWER OF ATTORNEY
The undersigned Director of A. Schulman, Inc. (the "Corporation"), a
Delaware corporation, which anticipates filing with the Securities and
Exchange Commission, Washington, D.C., under the provisions of the Securities
Act of 1933, as amended, a Registration Statement on Form S-8, hereby
constitutes and appoints TERRY L. HAINES, JAMES H. BERICK and ROBERT A.
STEFANKO, and each of them, with full power of substitution and
resubstitution, as attorneys or attorney to sign for the undersigned and in
my name, place and stead, as Director of said Corporation, said Registration
Statement and any and all amendments and exhibits thereto, and any and all
applications and documents to be filed with the Securities and Exchange
Commission pertaining to such Registration Statement, with full power and
authority to do and perform any and all acts and things whatsoever requisite,
necessary or advisable to be done in the premises, as fully and for all
intents and purposes as the undersigned could do if personally present,
hereby approving the acts of said attorneys, and any of them and any such
substitute.
IN WITNESS WHEREOF, I have hereunto set my hand this 20th day of
October, 1999.
/s/ James S. Marlen
------------------------------
James S. Marlen
