<PAGE> 1
As filed with the Securities and Exchange Commission on August 23, 1996
Registration No. 333-________
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------------
OLYMPIC STEEL, INC.
(Exact name of registrant as specified in its charter)
OHIO 34-1245650
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
5080 Richmond Road
Bedford Heights, Ohio 44146
(Address of principal executive offices)
OLYMPIC STEEL, INC.
STOCK OPTION PLAN
(Full title of the plan)
-----------------------
Michael D. Siegal
President and Chief Executive Officer
Olympic Steel, Inc.
5080 Richmond Road
Bedford Heights, Ohio 44146
(Name, address, and telephone number, including area code, of
agent for service)
-----------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price per offering registration
registered registered share price fee
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Common Stock, 450,000 shs.(1) $23.875(2) $10,743,750(2) $3,704.77(2)
without par value
- -------------------------------------------------------------------------------------------------------------------
<FN>
(1) Maximum number of shares available for purchase under the Plan.
(2) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(h) under the Securities Act of 1933, as amended.
</TABLE>
<PAGE> 2
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents, which are on file with the Securities and Exchange
Commission (the "SEC"), are incorporated herein by reference: Olympic Steel,
Inc. (the "Registrant") Annual Report on Form 10-K for the year ended December
31, 1995 filed pursuant to Section 13(a) of the Securities Exchange Act of 1934,
as amended (the "1934 Act"), the Registrant's quarterly reports on Form 10-Q for
the quarters ended March 31, 1996 and June 30, 1996 filed pursuant to Section
13(a) of the 1934 Act and the Registrant's Statement on Form 8-A filed with the
SEC on January 31, 1994.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the 1934 Act, 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 by reference in the Registration Statement and to be a part
hereof from the date of filing of such documents.
Item 4. DESCRIPTION OF SECURITIES
Not Applicable
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Marc H. Morgenstern, a principal of the law firm of Kahn, Kleinman,
Yanowitz & Arnson, Co., L.P.A., is the Secretary of the Registrant and is the
trustee of various trusts for the benefit of the President's and the Chief
Financial Officer's children that owns 230,000 shares of Common Stock. In
addition, certain attorneys in the law firm own shares of Common Stock.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Under certain circumstances provided in Article V of the Registrant's Code
of Regulations and subject to Section 1701.13 of the Ohio General Corporation
Law (which sets forth conditions and limitations governing the indemnification
of officers, directors and other persons), the Registrant will indemnify any
director or officer or any former director or officer of the Registrant against
losses, damages, or liabilities reasonably incurred by such director or officer
by reason of the fact that he is or was such director or officer in connection
with any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative. The Registrant maintains
liability insurance for all of its directors and officers. This insurance also
insures the Registrant against amounts payable to indemnify directors and
officers, subject to policy limits and retention amounts.
<PAGE> 3
Item 7. EXCEPTION FROM REGISTRATION CLAIMED
Not applicable
Item 8. EXHIBITS
The Exhibits to the Registration Statement are listed in the Exhibit Index
on page 5 of this Registration Statement.
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
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 the
Registration Statement or any material change to such information in the
Registration Statement, provided, however, that clauses (i) and (ii) do not
apply if the Registration Statement is on Form S-3, Form S-8 or Form F-3,
and the information required to be included in a post-effective amendment
by those clauses is contained in periodic reports filed with or furnished
to the Commission by the Registrant pursuant to Section 13 or Section 15(d)
of the 1934 Act that are incorporated by reference 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 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 of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to 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.
<PAGE> 4
(c) 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 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
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.
<PAGE> 5
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 Cleveland, State of Ohio, on the 23rd day of August,
1996.
August 23, 1996 OLYMPIC STEEL, INC.
By: /s/ R. Louis Schneeberger
-------------------------------------
R. Louis Schneeberger
Chief Financial Officer and Director
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:
August 23, 1996 *___________________________________
Michael D. Siegal
President, Chairman of the Board and Chief
Executive Officer
August 23, 1996 /s/ R. Louis Schneeberger
-------------------------------------
R. Louis Schneeberger
Chief Financial Officer and Director
August 23, 1996 *____________________________________
David A. Wolfort
Chief Operating Officer and Director
August 23, 1996 *____________________________________
Bruce S. Adelstein
Vice President - Operations and Director
August 23, 1996 *___________________________________
Richard T. Marabito
Treasurer and Corporate Controller
(Principal Accounting Officer)
August 23, 1996 *___________________________________
Martin H. Elrad, Director
August 23, 1996 *____________________________________
Thomas M. Forman, Director
August 23, 1996 *____________________________________
Janice M. Margheret, Director
* The undersigned, by signing his or her name hereto, does sign and execute this
Registration Statement on Form S-8 pursuant to the Powers of Attorney executed
by the above-named Officers and Directors of the Registrant and which are being
filed herewith with the Securities and Exchange Commission on behalf of such
officers and directors.
By: /s/ R. Louis Schneeberger August 23, 1996
------------------------------------------
R. Louis Schneeberger, Attorney-in-Fact
<PAGE> 6
OLYMPIC STEEL, INC.
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION
<S> <C>
5.1 Opinion of Kahn, Kleinman, Yanowitz & Arnson, Co., L.P.A., as to the
legality of Common Stock being registered
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Kahn, Kleinman, Yanowitz & Arnson, Co., L.P.A. (included
in Exhibit 5.1)
24.1 Directors and Officers Powers of Attorney
</TABLE>
<PAGE> 1
EXHIBIT 5.1
[KAHN, KLEINMAN LETTERHEAD]
August 23, 1996
Olympic Steel, Inc.
5080 Richmond Road
Bedford Heights, Ohio 44146
Gentlemen:
In connection with the filing by Olympic Steel, Inc., an Ohio
corporation (the "Company"), with the Securities and Exchange Commission under
the provisions of the Securities Act of 1933, as amended, of a Registration
Statement on Form S-8 (the "Registration Statement"), with respect to a maximum
of 450,000 shares of Common Stock, without par value (the "Shares") to be issued
under the Olympic Steel, Inc. Stock Option Plan (the "Plan"), we have examined
the following: (i) the Amended and Restated Articles of Incorporation of the
Company, as currently in effect, (ii) the Amended and Restated Code of
Regulations of the Company, as currently in effect, (iii) the Registration
Statement on Form S-8 (including Exhibits thereto), (iv) the records relating to
the organization of the Company and such other documents as we deemed it
necessary to examine as a basis for the opinions hereinafter expressed; and (v)
copies of the Plan, and the records of the proceedings of the Board of Directors
and shareholders of the Company relating to the adoption and approval thereof.
Based upon that examination, we are of the opinion that:
(i) The Company is incorporated and validly existing under the laws
of the State of Ohio.
(ii) The Shares have been duly authorized and, when issued and
delivered pursuant to the Plan and in the manner contemplated by the
Registration Statement, will be validly issued, fully paid, and non-assessable.
We hereby consent to the filing of this Opinion as Exhibit 5.1 to the
Registration Statement and to the use of our name therein.
Very truly yours,
/s/ Kahn, Kleinman, Yanowitz & Arnson, Co., L.P.A.
Kahn, Kleinman, Yanowitz & Arnson, Co., L.P.A.
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this Registration Statement of our report dated February 6,
1996, included in Olympic Steel, Inc.'s Form 10-K for the fiscal year ended
December 31, 1996.
ARTHUR ANDERSEN LLP
/s/ Arthur Andersen LLP
Cleveland, Ohio
August 23, 1996
<PAGE> 1
EXHIBIT 24.1
POWER OF ATTORNEY
OLYMPIC STEEL, INC.
KNOW ALL MEN BY THESE PRESENTS, that OLYMPIC STEEL, INC., an Ohio
corporation, and each person whose name is signed below hereby constitutes and
appoints Michael D. Siegal, R. Louis Schneeberger and Richard T. Marabito and
each of them, their attorneys-in-fact and agents, with full power of
substitution and resubstitution, for and on behalf of Olympic Steel, Inc, and
the undersigned directors and/or officers of Olympic Steel, Inc. and each of
such directors and officers, to sign any or all documents or post-effective
amendments to Olympic Steel, Inc.'s Registration Statement on Form S-8, and to
file the same, with Exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission relating to the Common
Stock to be issued under the Olympic Steel Inc. Stock Option Plan, granting such
attorneys-in-fact and agents full power and authority to so and perform each and
every act and thing requisite and necessary in connection with such matters and
hereby ratifying and confirming all that such attorney-in-fact and agents or
their substitutes may do or cause to be done by virtue hereof.
This Power of Attorney of Olympic Steel, Inc. and the directors
and officers of Olympic Steel, Inc. may be executed in multiple counterparts,
each of which shall be deemed an original with respect to the person executing
it.
IN WITNESS WHEREOF, this Power of Attorney has been signed in
Cleveland, Ohio this 23rd day of August, 1996.
OLYMPIC STEEL, INC.
By: /s/ R. Louis Schneeberger
-------------------------------------
R. Louis Schneeberger,
Chief Financial Officer
DIRECTORS AND OFFICERS:
/s/ Bruce S. Adelstein /s/ R. Louis Schneeberger
- ---------------------------------------- ------------------------------------
Bruce S. Adelstein R. Louis Schneeberger,
Vice President - Operations and Director Chief Financial Officer and Director
/s/ Martin H. Elrad /s/ Michael D. Siegal
- ---------------------------------------- ------------------------------------
Martin H. Elrad, Director Michael D. Siegal, President, Chief
Executive Officer and Chairman of
the Board
/s/ Thomas M. Forman /s/ David A. Wolfort
- ---------------------------------------- ------------------------------------
Thomas M. Forman, Director David A. Wolfort,
Chief Operating Officer and Director
/s/ Janice M. Margheret /s/ Richard T. Marabito
- ---------------------------------------- ------------------------------------
Janice M. Margheret, Director Richard T. Marabito, Treasurer
and Corporate Controller
