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Next: OM GROUP INC, S-8, EX-5, 2000-10-03 |
Registration No. 333-
FORM S-8
Delaware | 52-1736882 | |
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(State or other jurisdiction | (I.R.S. Employer | |
of incorporation or organization) | Identification No.) |
3800 Terminal Tower | ||
Cleveland, Ohio | 44113-2204 | |
(Address of Principal Executive Offices) | (Zip Code) |
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Title of Securities to be Registered | Amount to be
Registered |
Proposed Maximum
Offering Price Per Share (1) |
Maximum
Aggregate Offering Price(1) |
Amount of
Registration Fee (2) |
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Common Stock $.01 par value | 2,000,000 | $42.34 | $84,680,000
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$22,355.52 | ||||
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(1)
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Based on the average of high and low prices of securities of the same class on the New York Stock Exchange on September 27 ,
2000.
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(2)
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Computed in accordance with Rule 457(h) under the Securities Act of 1933.
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(a)
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The Companys Annual Report on Form 10-K for the year ended December 31, 1999;
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(b)
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All other reports filed by the Company pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
Exchange Act), since the end of the fiscal year covered by the Annual Report on Form 10-K referred to in (a) above; and
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(c)
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The description of the Companys Common Stock, $.01 par value, contained in the Companys Form 8-A Registration Statement
filed October 12, 1993 under Section 12 of the Exchange Act.
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Exhibit |
Description |
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(4)(a) | Amended and Restated Certificate of Incorporation of the Company (filed as an Exhibit to the
Companys Form S-1 Registration Statement (Registration No. 33-60444), which became effective on October 12, 1993, and is incorporated herein by reference). |
||||
(4)(b) | Form of Common Stock Certificate of the Company (filed as an Exhibit to the Companys Form S-1
Registration Statement (Registration No. 33-60444), which became effective on October 12, 1993, and is incorporated herein by reference). |
(4)(c) | Stockholder Rights Agreement dated as of November 5, 1996 between OM Group, Inc. and National City Bank (filed as Exhibit 1 to the Company s Current Report on Form 8-K filed on December 5, 1996 and is incorporated herein by reference). | ||||
(4)(d) | Certificate of Designation, Preferences and Rights of Series A Participatory Preferred Stock (filed as an Exhibit to Current Report on Form 8-K filed November 27, 1996 and incorporated herein by reference). | ||||
(4)(e) | Credit Agreement dated as of April 3, 2000 among OM Group, Inc. as borrower; the lending institutions named therein as lenders; DLJ Capital Funding, Inc. as a lender, the syndication agent and a joint lead arranger; National City Bank as a lender, administrative agent, collateral agent and a joint lead arranger; and ABN Amro Bank N.V. as a lender and documentation agent (filed as an Exhibit to the Companys Quarterly Report on Form 10-Q for the period ending March 31, 2000 and incorporated herein by reference). | ||||
(4)(f) | OM Group, Inc. 1998 Long-Term Incentive Compensation Plan (filed as Appendix A to the Company's Proxy Statement for the 1998 Annual Meeting of Stockholders and is incorporated herein by reference). |
(5) | Opinion of Squire, Sanders & Dempsey L.L.P. as to the legality of the securities registered. | ||||
(15) | Letter from Ernst & Young LLP regarding unaudited interim financial information. | ||||
(23)(a) | Consent of Ernst & Young LLP. | ||||
(23)(b) | Consent of Squire, Sanders & Dempsey L.L.P. (contained in opinion filed as Exhibit (5)). | ||||
(24) | Powers of Attorney. |
(a)
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The Company hereby undertakes:
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(1)
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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 of 1933; (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; (iii) to include any material information with respect to the plan of distribution not previously disclosed in
this registration statement or any material change to such information in this registration statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the Company pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.
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(2)
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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 the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and
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(3)
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To remove from registration by means of a post-effective amendment any of the securities being registered that remain unsold at the
termination of the offering.
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(b)
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The Company hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of its
annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 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.
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(c)
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Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Company, the Company has been advised that in the opinion of the Securities and Exchange 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 Company of expenses incurred or paid by a director, officer or controlling person of the Company 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 Company 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.
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OM GROUP, INC.
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/s/ Michael J. Scott
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Michael J. Scott
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Secretary and General Counsel
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SIGNATURE |
TITLE
|
DATE |
||
---|---|---|---|---|
*
James P. Mooney |
Chairman of the Board, Chief Executive
Officer and Director |
October 3, 2000 | ||
*
James M. Materna |
Chief Financial Officer | October 3, 2000 | ||
*
Lee R. Brodeur |
Director | October 3, 2000 | ||
*
Frank E. Butler |
Director | October 3, 2000 | ||
*
Edward W. Kissell |
Director | October 3, 2000 | ||
*
Thomas R. Miklich |
Director | October 3, 2000 | ||
*
John E. Mooney |
Director | October 3, 2000 | ||
*
Markku Toivanen |
Director | October 3, 2000 |
October 3, 2000 | By: /s/ Michael J. Scott |
Exhibit
Number |
Description |
Method
of Filing* |
|||||||
---|---|---|---|---|---|---|---|---|---|
(4)(a) | Amended and Restated Certificate of Incorporation of the Company. | ||||||||
(4)(b) | Form of Common Stock Certificate of the Company | ||||||||
(4)(c) | Stockholder Rights Agreement dated as of November 5, 1996 between OM Group, Inc. and
National City Bank. |
||||||||
(4)(d) | Certificate of Designation, Preferences and Rights of Series A Participatory Stock. | ||||||||
(4)(e) | Credit Agreement dated as of April 3, 2000 among OM Group, Inc. as borrower; the lending
institutions named therein as lenders; DLJ Capital Funding, Inc. as a lender, the syndication agent and a joint lead arranger; National City Bank as a lender, administrative agent, collateral agent and a joint lead arranger; and ABN Amro Bank N.V. as a lender and documentation agent. |
||||||||
(4)(f) | OM Group. Inc. 1998 Long-Term Incentive Compensation Plan. |
(5) | Opinion of Squire, Sanders & Dempsey L.L.P. as to the legality of the securities registered. (Attached) | ||||||||
(15) | Letter from Ernst & Young LLP regarding unaudited interim financial information. (Attached) | ||||||||
(23)(a) | Consent of Ernst & Young LLP. (Attached) | ||||||||
(23)(b) | Consent of Squire, Sanders & Dempsey L.L.P. (contained in Exhibit 5). | ||||||||
(24) | Powers of Attorney. (Attached) |
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