-----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, BWjZjotVwu1KjDP2LyzCeh8tehL9sFd/o228dsp2X6dZLaxAVrCBpLc5fu0ATOAG m7GrJa2VaPNlFBT0UcZUaA== 0000950152-05-007212.txt : 20050823 0000950152-05-007212.hdr.sgml : 20050823 20050823170824 ACCESSION NUMBER: 0000950152-05-007212 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20041231 FILED AS OF DATE: 20050823 DATE AS OF CHANGE: 20050823 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OM GROUP INC CENTRAL INDEX KEY: 0000899723 STANDARD INDUSTRIAL CLASSIFICATION: SECONDARY SMELTING & REFINING OF NONFERROUS METALS [3341] IRS NUMBER: 521736882 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-12515 FILM NUMBER: 051044199 BUSINESS ADDRESS: STREET 1: 1500 KEY TOWER STREET 2: 127 PUBLIC SQUARE CITY: CLEVELAND STATE: OH ZIP: 44114 BUSINESS PHONE: 2167810083 MAIL ADDRESS: STREET 1: 1500 KEY TOWER STREET 2: 127 PUBLIC SQUARE CITY: CLEVELAND STATE: OH ZIP: 44114 10-K/A 1 l15522ce10vkza.htm OM GROUP, INC. 10-K/A OM Group, Inc. 10-K/A
 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-K/A
(Mark One)
x  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2004
OR
o  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                               to                
Commission file number 001-12515
OM GROUP, INC.
(Exact name of Registrant as specified in its charter)
     
 
Delaware   52-1736882
(State or other jurisdiction of
   (I.R. S. Employer
incorporation or organization)
   Identification No.)
 
127 Public Square,
1500 Key Tower,
Cleveland, Ohio
   44114-1221
(Address of principal executive offices)
   (Zip Code)
216-781-0083
Registrant’s telephone number, including area code
Securities registered pursuant to Section 12(b) of the Act:
     
Title of each class   Name of each exchange on which registered
     
Common Stock, par value $0.01 per share
   New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
None
  Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes o   No x
  Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.     o
  Indicate by check mark if the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes x   No o
  Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o   No x
  The aggregate market value of Common Stock, par value $.01 per share, held by nonaffiliates (based upon the closing sale price on the NYSE) on June 30, 2005 and June 30, 2004 was approximately $704 million and $940 million, respectively.
  As of June 30, 2005 there were 28,581,041 shares of Common Stock, par value $.01 per share, outstanding.

 

This amended Annual Report on Form 10-K/A is being filed solely for the purpose of including a conformed signature on the consent letter of Ernst & Young LLP in Exhibit 23.
Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Annual Report on Form 10-K/A to be signed on its behalf by the undersigned, thereunto duly authorized, on August 23, 2005.
  OM GROUP, INC.
  By:  /s/ R. Louis Schneeberger
 
 
  R. Louis Schneeberger
  Chief Financial Officer
EX-23 2 l15522cexv23.txt EX-23 CONSENT OF ERNST & YOUNG LLP Exhibit 23 Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in the following Registration Statements of our reports dated August 19, 2005, with respect to the consolidated financial statements and schedule of OM Group, Inc. and subsidiaries, management's assessment of the effectiveness of internal control over financial reporting, and the effectiveness of internal control over financial reporting of OM Group, Inc. and subsidiaries included in the Annual Report (Form 10-K) for the year ended December 31, 2004:
Registration Statement Description Filing Date - ------------- ----------- ----------- 33-74674 OM Group, Inc. Long Term Incentive January 27, 1995 Compensation Plan - Form S-8 Registration Statement--1,015,625 Shares 333-07529 OMG Americas, Inc. Employees' Profit July 3, 1996 Sharing Plan--Form S-8 Registration Statement--250,000 Shares 333-07531 OM Group, Inc. Non-Employees Directors' July 3, 1996 Equity Plan--Form S-8 Registration Statement--250,000 Shares 333-47230 OM Group, Inc. 1998 Long-Term Incentive October 3, 2000 Compensation Plan--Form S-8 Registration Statement--2,000,000 Shares 333-65852 OM Group, Inc. 1998 Long-Term Incentive July 25, 2001 Compensation Plan--Form S-8 Registration Statement--2,000,000 Shares
/s/ Ernst & Young LLP Cleveland, Ohio August 19, 2005 EX-31.1 3 l15522cexv31w1.txt EX-31.1 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER Exhibit 31.1 CERTIFICATION I, Joseph M. Scaminace, certify that: 1. I have reviewed this report on Form 10-K of OM Group, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: August 22, 2005 /s/ Joseph M. Scaminace ---------------------------- Joseph M. Scaminace Chairman of the Board and Chief Executive Officer EX-31.2 4 l15522cexv31w2.txt EX-31.2 CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER Exhibit 31.2 CERTIFICATION I, R. Louis Schneeberger, certify that: 1. I have reviewed this report on Form 10-K of OM Group, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: August 22, 2005 /s/ R. Louis Schneeberger --------------------------- R. Louis Schneeberger Chief Financial Officer EX-32 5 l15522cexv32.txt EX-32 CERTIFICATION OF CEO & CFO Exhibit 32 CERTIFICATION PURSUANT TO 18 U.S.C. SEC. 1350, AS ADOPTED PURSUANT TO SEC. 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the filing with the Securities and Exchange Commission of the Annual Report on Form 10-K of OM Group, Inc. (the "Company") for the year ended December 31, 2004 (the "Report"), each of the undersigned officers of the Company certifies, pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Sec. 906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Dated: August 22, 2005 /s/ Joseph M. Scaminace - ------------------------------ Joseph M. Scaminace Chairman of the Board and Chief Executive Officer /s/ R. Louis Schneeberger - ------------------------------ R. Louis Schneeberger Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----