-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Jtq16UmHaFLiHSAL1MEKwuj1JdAywnICoOOyS11fGeFVXxpqqvMbM6MutjY8+W5x 9q8dBNvOCU5xl0XGUsQPsg== 0000950152-96-005551.txt : 19961101 0000950152-96-005551.hdr.sgml : 19961101 ACCESSION NUMBER: 0000950152-96-005551 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19961030 EFFECTIVENESS DATE: 19961030 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: OHM CORP CENTRAL INDEX KEY: 0000788964 STANDARD INDUSTRIAL CLASSIFICATION: HAZARDOUS WASTE MANAGEMENT [4955] IRS NUMBER: 341503050 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-15141 FILM NUMBER: 96650723 BUSINESS ADDRESS: STREET 1: 16406 US RTE 224 EAST CITY: FINDLAY STATE: OH ZIP: 45840 BUSINESS PHONE: 4194233529 MAIL ADDRESS: STREET 1: P.O. BOX 551 CITY: FINDLAY STATE: OH ZIP: 45839-0551 FORMER COMPANY: FORMER CONFORMED NAME: ENVIRONMENTAL TREATMENT & TECHNOLOGIES CORP DATE OF NAME CHANGE: 19890209 FORMER COMPANY: FORMER CONFORMED NAME: ENVIRONMENTAL TREATMENT & TECHNOLOGY CORP DATE OF NAME CHANGE: 19880816 S-8 1 OHM CORPORATION S-8 1 Registration No. ________________ - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 OHM CORPORATION (Exact name of registrant as specified in its charter) OHIO 34-1503050 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 16406 U.S. Route 224 East, Findlay, Ohio 45840 (Address of Principal Executive Offices Including Zip Code) OHM CORPORATION 1986 STOCK OPTION PLAN (AS AMENDED AND RESTATED AS OF MAY 9, 1996) (Full title of the plan) James L. Kirk Chairman of the Board, President and Chief Executive Officer OHM Corporation 16406 U.S. Route 224 East Findlay, Ohio 45840 (Name and address of agent for service) (419) 423-3529 (Telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE
================================================================================================================================ Proposed Proposed maximum Title of securities Amount to be maximum offering aggregate offering Amount of to be registered registered (1) price per share (2) price (2) registration fee ================================================================================================================================ Common Stock, 1,000,000 $7.69 $7,690,000 $2,330.30 $0.10 par value per share ================================================================================================================================ (1) Pursuant to Rule 416 of the Securities Act of 1933 (the "Securities Act"), this Registration Statement also covers such additional Common Stock, $0.10 par value per share (the "Common Stock"), as may become issuable pursuant to the anti-dilution provisions of the 1986 Stock Option Plan (as amended and restated as of May 9, 1996) (the "Plan"). (2) Estimated solely for calculating the amount of the registration fee, pursuant to paragraphs (c) and (h) of Rule 457 of the General Rules and Regulations under the Securities Act, on the basis of the average of the high and low sale prices of such securities on the New York Stock Exchange on October 28, 1996, which date is within five business days prior to filing.
Exhibit Index Appears on Page 7 Page 1 of 11 Pages 2 Part II This Registration Statement relates to 1,000,000 shares of Common Stock, par value $.10 per share (the "Common Stock"), of OHM Corporation (the "Registrant"), being registered for use under Registrant's 1986 Stock Option Plan, as amended and restated as of May 9, 1996 (the "Plan"). Item 3. Incorporation of Documents by Reference --------------------------------------- The following documents previously filed by the Registrant with the Securities and Exchange Commission (the "Commission") are incorporated herein by reference: the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1995 (File No. 1-09654); Quarterly Reports on Form 10-Q for the quarters ended March 31, 1996 and June 30, 1996 (File No. 1-09654); and the description of Common Stock contained in the Registration Statement on Form 8-A filed on August 4, 1987 (File No. 1-09654). All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, 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 herein by reference and to be part hereof from the date of filing of such documents. Item 4. Description of Securities ------------------------- Not applicable. (Class of securities to be offered is registered under Section 12 of the Exchange Act.) Item 5. Interests of Named Experts and Counsel -------------------------------------- Not Applicable. Item 6. Indemnification of Directors and Officers ----------------------------------------- Article V of the Registrant's Regulations provides that the Registrant shall indemnify its directors, officers and employees, and may indemnify its agents, to the fullest extent permitted by law under prescribed conditions and subject to various qualifications. Article V of the Regulations is set forth in Section (a) under the caption "Indemnification of Directors and Officers" in the Registration Statement on Form S-8 (File No. 33-55371) that was filed with the Commission on September 2, 1994. Reference is made to Section 1701.13(E) of the Ohio Revised Code relating to indemnification of directors, officers, employees and agents of an Ohio corporation. The Registrant has entered into amended and restated indemnification agreements with its directors and officers that indemnify them against many of the types of claims that may be made against them. A Form of Amended and Restated Indemnification Agreement was filed as Exhibit 10.9 to the Registrant's Form 10-K for the year ended December 31, 1995. Item 7. Exemption from Registration Claims ---------------------------------- Not Applicable. Page 2 of 11 Pages 3 Item 8. Exhibits -------- 4.1 OHM Corporation 1986 Stock Option Plan, as amended and restated as of May 9, 1996, which is incorporated by reference from Annex 1 of the Registrant's Proxy Statement for its Annual Meeting held May 9, 1996. 5 Opinion of George J. Lawrence. 15 Letter to SEC Re Unaudited Financial Information. 23(a) Consent of Ernst & Young LLP. 23(b) Consent of Counsel -- See Exhibit 5. 24 Power of Attorney. 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; (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. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective 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 (a)(1)(i) and (a)(1)(ii) do not apply if the Registration Statement is on Form S-3 or Form S-8, and 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 Exchange Act that are incorporated by reference in the Registration Statement. (2) That, for the purpose of determining any liability under the Securities 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. Page 3 of 11 Pages 4 (b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) 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 in the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities 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 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 of 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 4 of 11 Pages 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 Findlay, State of Ohio, on October 30, 1996. OHM CORPORATION By: /s/ James L. Kirk -------------------------------- James L. Kirk, Chairman of the Board, President and Chief Executive Officer Page 5 of 11 Pages 6 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.
Signature Title Date --------- ----- ---- /s/ James L. Kirk Chairman of the Board of Directors, October 30, 1996 - --------------------------- President and Chief Executive James L. Kirk Officer (Principal Executive Officer) * Vice President and Controller October 30, 1996 - --------------------------- (Principal Financial Officer and Kris E. Hansel Principal Accounting Officer) * Director October 30, 1996 - --------------------------- Victor J. Barnhart * Director October 30, 1996 - --------------------------- Herbert A. Getz * Director October 30, 1996 - --------------------------- Ivan W. Gorr * Director October 30, 1996 - --------------------------- Charles D. Hollister * Director October 30, 1996 - --------------------------- Joseph R. Kirk * Director October 30, 1996 - --------------------------- James E. Koenig * Director October 30, 1996 - --------------------------- Richard W. Pogue * Director October 30, 1996 - --------------------------- Charles W. Schmidt * Pamela K.M. Beall, the undersigned attorney-in-fact, by signing her name hereto, does sign and execute this Registration Statement on behalf of the above-named officers and directors pursuant to a power of attorney filed with the Securities and Exchange Commission as Exhibit 24 to this Registration Statement.
October 30, 1996 By: /s/ Pamela K.M. Beall --------------------- Pamela K.M. Beall, Attorney-in-Fact Page 6 of 11 Pages 7 EXHIBIT INDEX -------------
Pagination by sequential Exhibit Exhibit numbering Number Description system ------ ----------- ------ 4.1 OHM Corporation 1986 Stock Option Plan, as amended and restated as of May 9, 1996 which is incorporated by reference from Annex 1 to Registrant's Proxy Statement for its Annual Meeting held May 9, 1996. 5 Opinion of George J. Lawrence. 8 15 Letter to SEC Re Unaudited Financial Statements 9 23(a) Consent of Ernst & Young LLP. 10 23(b) Opinion and Consent of Counsel -- See Exhibit 5. 24 Power of Attorney. 11
Page 7 of 11 Pages EX-5 2 EXHIBIT 5 1 EXHIBIT 5 October 29, 1996 OHM Corporation 16406 U.S. Route 224 East P. O. Box 551 Findlay, Ohio 45839-0551 Re: Form S-8 Registration Statement ------------------------------- Gentlemen: I am Vice President and Associate General Counsel of OHM Corporation, an Ohio corporation (the "Company"), and have acted as counsel for the Company in connection with the registration under the Securities Act of 1933 on a Form S-8 Registration Statement (the "Form S-8") of additional shares of Common Stock of the Company (the "Additional Common Stock") to be issued pursuant to the Company's 1986 Stock Option Plan, as amended and restated (the "Plan"). I have examined such documents, records and matters of law as I have deemed necessary for purposes of this opinion and, based thereon, I am of the opinion that the Additional Common Stock which may be issued pursuant to the Plan will be, when issued in accordance with the Plan and the related authorized forms of stock option agreements, including the payment of the applicable exercise price, validly issued, fully paid and nonassessable. I hereby consent to the filing of this opinion as Exhibit 5 to the Form S-8 being filed by the Company. Very truly yours, /s/ George J. Lawrence ------------------------------------------- George J. Lawrence Vice President and Associate General Counsel Page 8 of 11 Pages EX-15 3 EXHIBIT 15 1 EXHIBIT 15 LETTER TO SEC RE UNAUDITED FINANCIAL INFORMATION Board of Directors and Stockholders OHM Corporation We are aware of the incorporation by reference into the Registration Statement (Form S-8 pertaining to the OHM Corporation 1986 Stock Option Plan) of OHM Corporation of our reports dated April 30, 1996 and July 26, 1996, relating to the unaudited consolidated interim financial statements of OHM Corporation which are included in its Form 10-Q for the quarters ended, March 31, 1996 and June 30, 1996. Pursuant to Rule 436(c) of the Securities Act of 1933, our reports are not a part of the registration statement prepared or certified by accountants within the meaning of Section 7 or 11 of the Securities Act of 1933. ERNST & YOUNG LLP /s/ Ernst & Young LLP Columbus, Ohio October 25, 1996 Page 9 of 11 Pages EX-23.A 4 EXHIBIT 23(A) 1 EXHIBIT 23(a) CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement Form S-8 pertaining to the OHM Corporation 1986 Stock Option Plan of our report dated February 13, 1996 except for Notes 2 and 10, as to which the date is March 25, 1996, with respect to the consolidated financial statements and financial statement schedule of OHM Corporation included in its Annual Report (Form 10-K) for the year ended December 31, 1995, filed with the Securities and Exchange Commission. ERNST & YOUNG LLP /s/ Ernst & Young LLP Columbus, Ohio October 25, 1996 Page 10 of 11 Pages EX-24 5 EXHIBIT 24 1 EXHIBIT 24 OHM CORPORATION POWER OF ATTORNEY ----------------- KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors and officers of OHM Corporation, an Ohio corporation, hereby constitutes and appoints James L. Kirk, Pamela K.M. Beall and John J. Ray III, and each of them, as the true and lawful attorney or attorneys-in-fact, with full power of substitution and revocation, for each of the undersigned and in the name, place and stead of each of the undersigned, to sign on behalf of each of the undersigned a Registration Statement on Form S-8 with respect to the 1986 Stock Option Plan, as amended and restated, pursuant to the Securities Act of 1933 and to sign any and all amendments or supplements to such Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting to said attorney or attorneys-in-fact, and each of them, full power and authority to do so and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorney or attorneys-in-fact or any of them or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This Power of Attorney may be executed in multiple counterparts, each of which shall be deemed an original with respect to the person executing it. Executed as of this 10th day of September, 1996. /s/ Victor J. Barnhart /s/ Herbert A. Getz - ------------------------------ ------------------------------ Victor J. Barnhart Herbert A. Getz Director Director /s/ Ivan W. Gorr /s/ Charles D. Hollister - ------------------------------ ------------------------------ Ivan W. Gorr Dr. Charles D. Hollister Director Director /s/ James L. Kirk /s/ Joseph R. Kirk - ------------------------------ ------------------------------ James L. Kirk Joseph R. Kirk Chairman of the Board, President Director and Chief Executive Officer and Director (Principal Executive Officer) /s/ James E. Koenig /s/ Richard W. Pogue - ------------------------------ ------------------------------ James E. Koenig Richard W. Pogue Director Director /s/ Charles W. Schmidt /s/ Kris E. Hansel - ------------------------------ ------------------------------ Charles W. Schmidt Kris E. Hansel Director Controller (Principal Financial Officer and Principal Accounting Officer) Page 11 of 11 Pages -----END PRIVACY-ENHANCED MESSAGE-----