-----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, nO4BnqUcDrWdgx1k7bdpbDMtU5RtA4oYFU9oZn38oB8XCM3Lyg/Em4C//lz+rBAG qi+dhFj3r+5hRaTQ8kbUgQ== 0000908662-94-000010.txt : 19940613 0000908662-94-000010.hdr.sgml : 19940613 ACCESSION NUMBER: 0000908662-94-000010 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19940610 EFFECTIVENESS DATE: 19940629 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WELLMAN INC CENTRAL INDEX KEY: 0000812708 STANDARD INDUSTRIAL CLASSIFICATION: 2820 IRS NUMBER: 041671740 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-54075 FILM NUMBER: 94533798 BUSINESS ADDRESS: STREET 1: 1040 BROAD ST STE 302 CITY: SHREWSBURY STATE: NJ ZIP: 07702 BUSINESS PHONE: 9085427300 S-8 1 ## ## ## -#- ## FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Wellman, Inc. (Exact name of registrant as specified in its charter) Delaware 04-1671740 (State or other jurisdiction of I.R.S. Employer incorporation or organization) Identification No. 1040 Broad St., Suite 302, Shrewsbury, NJ 07702 (Address of Principal Executive Offices) (Zip Code) Wellman, Inc. Retirement Plan and Trust (Full title of the plan) Thomas M. Duff Wellman, Inc., 1040 Broad Street, Shrewsbury, NJ 07702 (Name and address of agent for service) (201) 542-7300 (Telephone number, including area code, of agent for service) with a copy to: Christine M. Marx, Edwards & Angell 2700 Hospital Trust Tower, Providence, RI 02903 Calculation of Registration Fee Proposed Proposed Title of maximum maximum securities offering aggregate Amount of to be Amount to be price per offering registration registered* registered* share** price** fee Common Stock, 100,000 $25.875 $2,587,500 $892.17 $.001 par shares value * Pursuant to Rule 416(c) under the Securities Act of 1933, this Registration Statement also covers an indeterminate amount of interests to be offered or sold pursuant to the Wellman, Inc. Retirement Plan and Trust. ** Based on the average of the high and low prices of the Company's Common Stock reported on June 6, 1994. Pursuant to Rule 429 of the rules and regulations of the Commission under the Securities Act of 1933, as amended, the Prospectus contained herein relates also to Registration Statement Nos. 33-44877, 33-22459 and 33-38491. Part I, Items 1-2; Part II, Items 4-7, 9. This Registration Statement relates to 100,000 additional shares of Wellman, Inc. (the "Company") Common Stock that may be issued pursuant to the Wellman, Inc. Retirement Plan and Trust (the "Plan"). The contents of the Company's Registration Statements on Form S-8 (Registration Nos. 33-44877, 33-22459 and 33-38491) relating to the Plan are hereby incorporated by reference. ## PART II INFORMATION NOT REQUIRED IN THE PROSPECTUS Item 3. Incorporation of Documents by Reference. There are incorporated herein by reference the following documents: 1. The Company's Annual Report on Form 10-K for the year ended December 31, 1993, as filed with the Commission pursuant to the Exchange Act. 2. The Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1994, as filed with the Commission pursuant to the Exchange Act. 3. The Company's Registration Statement on Form 8-A, as amended, which incorporated by reference the description of the Company's Common Stock contained in the Company's Registration Statement on Form S-1, filed with the Commission pursuant to the Securities Act. 4. All other documents filed by the Company or the Plan pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated by reference into this Prospectus and such document shall be deemed to be a part hereof from the date of filing of such document. Any statement contained in this Prospectus or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Prospectus to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus. Any person receiving a copy of this Prospectus may obtain, without charge, upon request, a copy of any of the documents incorporated by reference herein, except for the exhibits to such documents. Written requests should be mailed to Audrey Goodman, Wellman, Inc., 1040 Broad Street, Suite 302, Shrewsbury, New Jersey 07702. Telephone requests may be directed to Ms. Goodman at (908) 935-7312. Item 8. Exhibits. 4 - Wellman, Inc. Retirement Plan and Trust (Exhibit 4(a) of the Company's Registration Statement No. 33-44877 is hereby incorporated by reference) 5 - Opinion of Edwards & Angell re: legality 23(a) - Consent of Ernst & Young 23(b) - Consent of KPMG Stokes Kennedy Crowley 23(c) - Consent of Edwards & Angell (included in Exhibit 5) SIGNATURES AND AMENDMENTS Each person whose signature appears below hereby authorizes the President or the Vice President-Chief Financial Officer of the Registrant, or any one of them, to execute in the name of each person, and to file, an amendment or amendments to this Registration Statement, which amendment may make such other changes in this Registration Statement as said officer or officers so acting deem(s) advisable. SIGNATURES Registrant: 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 Shrewsbury, State of New Jersey, on June 10, 1994. WELLMAN, INC. By /s/Thomas M. Duff Thomas M. Duff President Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on June 10, 1994. Signatures Title /s/ Thomas M. Duff President, Chief Executive Thomas M. Duff Officer and Director /s/ Keith R. Phillips Vice President, Chief Keith R. Phillips Financial Officer and Treasurer (Principal Financial Officer) /s/ Mark J. Rosenblum Vice President-Controller Mark J. Rosenblum (Principal Accounting Officer) Vice President and Director C. W. Beckwith /s/ Peter H. Conze Director Peter H. Conze /s/ Richard F. Heitmiller Director Richard F. Heitmiller /s/ Jonathan M. Nelson Director Jonathan M. Nelson /s/ James E. Rogers Director James E. Rogers /s/ Roger A. Vandenberg Director Roger A. Vandenberg /s/ Allan R. Dragone Director Allan R. Dragone /s/ Raymond C. Tower Director Raymond C. Tower EXHIBIT INDEX TO WELLMAN FORM S-8 Exhibit No. Exhibit Description Page 4 Wellman, Inc. Retirement Plan and Trust (Exhibit 4(a) of the Company's Registra- tion Statement No. 33-44877 is hereby in- corporated by reference) 5 Opinion of Edwards & Angell re: legality 23(a) Consent of Ernst & Young 23(b) Consent of KPMG Stokes Kennedy Crowley 23(c) Consent of Edwards & Angell (included in Exhibit 5) EX-5 2 Exhibit 5 June 10, 1994 Wellman, Inc. 1040 Broad Street Shrewsbury, NJ 07702 Ladies and Gentlemen: This opinion is furnished in connection with the filing by Wellman, Inc. (the "Company") of a Registration Statement on Form S-8 (the "Registration Statement") registering under the Securities Act of 1933, as amended, interests in the Company's Retirement Plan and Trust (the "Plan") and 100,000 shares of Common Stock, $.001 par value (the "Common Stock"), to be issued pursuant to the Plan. As counsel for the Company, we participated in the preparation of the Registration Statement and have examined such other certificates and documents as we deemed necessary or appropriate for the purposes of this opinion. Based upon the foregoing, we are of the opinion that the shares of Common Stock being registered by the Registration Statement, when issued and paid for as contemplated by the Plan, will be validly issued, fully paid and non-assessable. We hereby consent to the reference to our firm in the Registration Statement. Very truly yours, EDWARDS & ANGELL EX-23 3 Exhibit 23(a) CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement on Form S-8 pertaining to the Wellman, Inc. Retirement Plan and Trust and in the related Prospectus of our report dated February 15, 1994 with respect to the consolidated financial statements and schedules of Wellman, Inc. included in its Annual Report on Form 10-K for the year ended December 31, 1993, filed with the Securities and Exchange Commission. ERNST & YOUNG Charlotte, North Carolina June 10, 1994 Exhibit 23(b) CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement on Form S-8 pertaining to the Wellman, Inc. Retirement Plan and Trust and in the related Prospectus of our report dated 17 February 1994, with respect to the consolidated financial statements of Wellman International Limited and subsidiary at 31 December 1993 and 1992, and for each of the three years in the period ended 31 December 1993, included in Wellman, Inc.'s Annual Report (Form 10-K) for the year ended 31 December 1993, filed with the Securities and Exchange Commission. KPMG STOKES KENNEDY CROWLEY Chartered Accountants Registered Auditors Dublin, Ireland 10 June 1994 -----END PRIVACY-ENHANCED MESSAGE-----