-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, bZnKKTpxcI+uugU6/R2N8M7trEI1kPA82SF4AL6rG2aGjOvJuabFxz6jkaqEF3sS nG2Uwop0Lz+7J1Q7Nxj/Sw== 0000073902-94-000007.txt : 19940616 0000073902-94-000007.hdr.sgml : 19940616 ACCESSION NUMBER: 0000073902-94-000007 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19940615 EFFECTIVENESS DATE: 19940704 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OGDEN CORP CENTRAL INDEX KEY: 0000073902 STANDARD INDUSTRIAL CLASSIFICATION: 8744 IRS NUMBER: 135549268 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-54143 FILM NUMBER: 94534350 BUSINESS ADDRESS: STREET 1: TWO PENNSYLVANIA PLZ - 25TH FLR CITY: NEW YORK STATE: NY ZIP: 10121 BUSINESS PHONE: 2128686100 MAIL ADDRESS: STREET 1: TWO PENNSYLVANIA PLAZA CITY: NEW YORK STATE: NY ZIP: 10121 S-8 1 OGDEN CORPORATION FORM S-8 REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on June 15, 1994 Registration No. _______________________ =========================================================================== SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------------- O G D E N C O R P O R A T I O N (Exact Name of issuer as specified in charter) DELAWARE 13-5549268 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) Two Pennsylvania Plaza - 25th Floor New York, New York 10121 (Address of Principal Executive Offices) (Zip Code) ---------------- OGDEN CORPORATION 1990 STOCK OPTION PLAN AMENDED AND RESTATED AS OF JANUARY 19, 1994 (Full title of the plan) J. L. Effinger, Esq. Associate Counsel and Assistant Secretary Ogden Corporation Two Pennsylvania Plaza New York, New York 10121 (212) 868-6126 (Name, address, including zip code, and telephone number, including area code, of agent for service) ========================================================== CALCULATION OF REGISTRATION FEE ============================================================================
Title of Amount to be Proposed Proposed Amount each class registered Maximum Maximum of of securities Offering Aggregate Registration to be Price per Offering Fee Registered Share/Unit(*) Price - ---------------------------------------------------------------------------- Common Stock, 3,200,000 $ 22.25 $ 71,200,000 $ 24,551.72 par value Shares $.50 per share Rights to 3,200,000 $ (**) $ (**) $ (**) Purchase Rights Preferred Stock (*) Estimated solely for the purpose of calculating the amount of the registration fee, with respect to shares subject to options granted prior to the date hereof, pursuant to Rule 457(h) on the basis of the exercise prices of such options and, with respect to remaining shares, pursuant to Rule 457(c), on the basis of the average of the high and low prices reported on the New York Stock Exchange-Composite Tape on June 13, 1994. (**) Included in the amounts indicated with respect to the Common Stock.
PART II Information Required in the Registration Statement Item 3. Incorporation of Documents by Reference The following documents filed with the Securities and Exchange Commission (the "SEC") under the Securities Exchange Act of 1934 (the "1934 Act") are incorporated herein by reference: (a) The Annual Report on Form 10-K of Ogden Corporation (the "Registrant") for the year ended December 31, 1993. (b) All other reports filed by the Registrant pursuant to Section 13 or 15(d) of the 1934 Act since December 31, 1993. (c) The description of the Registrant's Common Stock and the Rights to Purchase Preferred Stock contained in a registration statement filed under Section 12 of the 1934 Act, including any amendment or report filed for the purpose of updating such description. All other reports and documents filed by the Registrant pursuant to Section 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 deregister all securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be part thereof from the date of filing of such documents. Item 4. Description of Securities Not Applicable Item 5. Interest of Named Experts and Counsel Not Applicable Item 6. Indemnification of Directors and Officers Section 145 of the Delaware General Corporation Law (the "Delaware Law") provides for indemnification of a director or officer against expenses, judgements, fines and other amounts incurred in connection with actions against him, if he acted in good faith and in a manner reasonably believed to be in or not opposed to the best interest of the corporation, or for a criminal matter, if he had no reasonable cause to believe his conduct was unlawful. However, in the case of a derivative action, indemnification extends only to expenses (including attorneys' fees) incurred in connection with defense or settlement of such an action and then only if and to the extent that the appropriate court determines that such person is fairly and reasonably entitled to such indemnification. Section 145 (f) of the Delaware Law permits advancement of expenses to a director or officer in such actions. In addition, Section 102(b) of the Delaware Law permits a corporation to include in its certificate of incorporation a provision eliminating or limiting the personal liability of a director for monetary damages for breach of his fiduciary duty of care, but not for breaches of loyalty to the corporation and its stockholders, acts or omissions not in good faith or involving intentional misconduct or a knowing violation of law, or transactions from which a director derives improper benefit. Section 16-A of the Registrant's By-Laws, as amended, provides for indemnification of the Registrant's directors and officers to the full extent permitted under the Delaware Law. Section 20 of the Registrant's Certificate of Incorporation, as amended, also eliminates the personal liability of the Registrant's directors for monetary damages for breach of fiduciary duty to the extent permitted under the Delaware Law. In addition, the Registrant has in force directors' and officers' liability insurance and corporate reimbursement insurance. Item 7. Exemption From Registration Claimed Not Applicable Item 8. Exhibits Exhibit Number (4) (a) Ogden's Restated Certificate of Incorporation as amended (filed as Exhibit (4)(a) to Ogden's Form 10-Q for the quarter ended September 30, 1990 and incorporated herein by reference). (b) Ogden's By-Laws, as amended (filed as Exhibit (3)(2) to Ogden's Form 10-K for fiscal year ended December 31, 1993 and incorporated herein by reference). (c) Fiscal Agency Agreement between Ogden and Bankers Trust Company, dated as of June 1, 1987 and Offering Memorandum dated June 12, 1987, relating to U.S. $85 million Ogden 6% Convertible Subordinated Debentures, Due 2002 (filed as Exhibits (C) (3) and (C) (4) to Ogden's Form 8-k filed with the Securities and Exchange Commission on July 7, 1987 and incorporated herein by reference). (d) Fiscal Agency Agreement between Ogden and Bankers Trust Company, dated as of October 15, 1987, and Offering Memorandum, dated October 15, 1987, relating to U.S. $75 million Ogden 5-3/4% Convertible Subordinated Debentures, Due 2002 (Filed as Exhibit (4) to Ogden's Form S-3 Registration Statement filed with the Securities and Exchange Commission on December 4, 1987, Registration No. 33-18875, and incorporated herein by reference). (e) Rights Agreement, dated as of September 20, 1990, between Ogden and Manufacturers Hanover Trust Company as Rights Agent (filed as an exhibit to Ogden's Form 8-A Registration Statement filed with the Securities and Exchange Commission on September 28, 1990). (f) Indenture dated as of March 1, 1992 from Ogden Corporation to The Bank of New York, Trustee, which provides for the issuance by Ogden from time to time of its unsecured notes in one or more series (filed as Exhibit (4)(c) to Ogden's Form 10-K for fiscal year ended December 31, 1991, and incorporated herein by reference). (5) Opinion regarding Legality (23) Consent of Independent Auditors Item 9. Undertakings (a) Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the "1933 Act") 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 1933 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 of 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 1933 Act and will be governed by the final adjudication of such issue. (b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the 1933 Act, each filing of the Registrant's Annual Report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is incorporated by reference in this 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. (c) 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 1933 Act; (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 paragraphs (c) (1) (i) and (c) (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 registrant pursuant to section 13 or section 15(d) of the 1934 Act that are incorporated by reference herein. (2) That, for the purpose of determining any liability under the 1933 Act, 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. 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 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 New York, State of New York, on March 17, 1994. OGDEN CORPORATION (Registrant) By:/S/ R. Richard Ablon R. Richard Ablon, President and Chief Executive Officer POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints J. L. Effinger and Lynde H. Coit true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in- fact and agent full power and authority to do and perform to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof. Pursuant to the requirements of the Security Act of 1933, this Registration Statement has been signed below by the following persons in the capacities indicated on March 17, 1994. S - 1 Signature Title /S/ Ralph E. Ablon Chairman of the Board of Ralph E. Ablon Directors, Director /S/ R. Richard Ablon President and Chief R. Richard Ablon Executive Officer, Director /S/ Robert M. DiGia Vice President and Controller Robert M. DiGia (Chief Accounting Officer) /S/ Philip G. Husby Senior Vice President and Chief Philip G. Husby Financial Officer /S/ David M. Abshire Director David M. Abshire /S/ Constantine G. Caras Director Constantine G. Caras /S/ Norman G. Einspruch Director Norman G. Einspruch /S/ Rita R. Fraad Director Rita R. Fraad /S/ Attallah Kappas Director Attallah Kappas /S/ Terry Allen Kramer Director Terry Allen Kramer /S/ Maria P. Monet Director Maria P. Monet /S/ Judith D. Moyers Director Judith D. Moyers S - 2 /S/ Homer A. Neal Director Homer A. Neal /S/ Stanford S. Penner Director Stanford S. Penner /S/ Frederick Seitz Director Frederick Seitz /S/ Robert E. Smith Director Robert E. Smith /S/ Abraham Zaleznik Director Abraham Zaleznik S - 3 INDEX TO EXHIBITS Exhibit No. Exhibit 4 (a) Ogden's Restated Certificate of Incorporation as amended (filed as exhibit (4)(a) to Ogden's Form 10-Q for the quarter ended September 30, 1990 and incorporated herein by reference). (b) Ogden By-Laws, as amended (filed as Exhibit (3)(2) to Ogden's Form 10-K for fiscal year ended Decem- ber 31, 1992 and incorporated herein by reference). (c) Fiscal Agency Agreement between Ogden and Bankers Trust Company, dated as of June 1, 1987, and Offering Memorandum dated June 12, 1987, relating to U.S. $85 million Ogden 6% Convertible Subordinated Debentures, Due 2002 (filed as Exhibits (C) (3) and (C) (4) to Ogden's Form 8-K filed with the Securities and Exchange Commission on July 7, 1987 and incorporated herein by reference). (d) Fiscal Agency Agreement between Ogden and Bankers Trust Company, dated as of October 15, 1987, and Offering Memoran- dum, dated October 15, 1987, relating to U.S. $75 million Ogden 5-3/4% Convertible Subordinated Debentures, Due 2002 (filed as Exhibit (4) to Ogden's Form S-3 Registration State- ment filed with the Securities and Exchange Commission on December 4, 1987, Registration No. 33-18875, and incor- porated herein by reference). (e) Rights Agreement, dated as of September 20, 1990, between Ogden and Manufacturers Hanover Trust Company as Rights Agent (filed as an exhibit to Ogden's Form 8-A Registration Statement filed with the Securities and Exchange Commission on September 28, 1990). I - 1 (f) Indenture dated as of March 1, 1992 from Ogden Corporation to The Bank of New York, Trustee, which provides for the issuance by Ogden from time to time of its unsecured notes in one or more series (filed as Exhibit (4)(c) to Ogden's Form 10-K for fiscal year ended December 31, 1991, and incorporated herein by reference). 5 Opinion regarding Legality 23 Consent of Independent Auditors I - 2 EX-5 2 LEGAL OPINION LETTER EXHIBIT 5 June 15, 1994 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 RE: Ogden Corporation Form S-8 Registration Statement in connection with the Ogden Corporation 1990 Stock Option Plan Amended and Restated as of January 19, 1994 Dear Sirs: I am Associate Counsel and Assistant Secretary of Ogden Corporation (the "Corporation"). In that capacity, I have acted as counsel for the Corporation in connection with the Corporation's Registrant Statement on Form S-8 (the "Registration Statement") filed by the Corporation on June 15, 1994 with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Act") relating to the issuance of 3,200,000 additional shares of the Corporation's Common Stock ($.50 par value) together with an equal number of Rights to Purchase Preferred Stock (collectively the "Common Stock"), pursuant to the Corporation's 1990 Stock Option Plan Amended and Restated as of January 19, 1994 (the "Plan"). In furnishing this opinion, I have examined such documents, legal opinions and precedents, corporate and other records of the Corporation and certificates of officers of the Corporation as I have deemed necessary or appropriate to provide a basis for the opinion set forth below. In this examination, I have assumed the genuineness of all signatures, the authenticity of all documents submitted to me as original documents and conformity to original documents of all documents submitted to me as certified or photostatic copies. Based on the foregoing, it is my opinion that the 3,200,000 shares of Common Stock issuable under the Plan are duly authorized and, when issued in accordance with the terms of the Plan, at prices in excess of the par value thereof, will be validly issued, fully paid and nonassessable. I hereby consent to the filing of this opinion as an exhibit to the Registration Statement. By giving such consent, I do not thereby admit that I am an expert with respect to any part of the Registration Statement, including this exhibit, within the meaning of the term "expert" as used in the Act or the rules and regulations of the Commission issued thereunder. Very truly yours, /s/J. L. Effinger J. L. Effinger EX-23 3 INDEPENDENT AUDITORS CONSENT EXHIBIT 23 INDEPENDENT AUDITORS' CONSENT Ogden Corporation: We consent to the incorporation by reference in this Registration Statement of Ogden Corporation on Form S-8 of our reports dated February 2, 1994 appearing and incorporated by reference in the Annual Report on Form 10-K of Ogden Corporation for the year ended December 31, 1993. /s/Deloitte & Touche Deloitte & Touche New York, New York June 14, 1995 -----END PRIVACY-ENHANCED MESSAGE-----