-----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, JW2m49f9sJp+odxIDJrs87vn+5ytVRHcGvHFXkeWss9kYgii5EGiBQlzclxPu6Ud vWJu/8iN39UaS/0WFpUmQA== 0001021408-01-503897.txt : 20010726 0001021408-01-503897.hdr.sgml : 20010726 ACCESSION NUMBER: 0001021408-01-503897 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20010725 EFFECTIVENESS DATE: 20010725 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OM GROUP INC CENTRAL INDEX KEY: 0000899723 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL INORGANIC CHEMICALS [2810] IRS NUMBER: 521736882 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-65852 FILM NUMBER: 1689173 BUSINESS ADDRESS: STREET 1: 50 PUBLIC SQ STREET 2: STE 3500 CITY: CLEVELAND STATE: OH ZIP: 44113 BUSINESS PHONE: 2167810083 MAIL ADDRESS: STREET 1: 50 PUBLIC SQ STREET 2: STE 3500 CITY: CLEVELAND STATE: OH ZIP: 44113 S-8 1 ds8.htm FORM S-8 REGISTRATION STATEMENT Form S-8 Registration Statement

As filed with the Securities and Exchange Commission on July 25, 2001

Registration No. 333-________


FORM S-8

SECURITIES AND EXCHANGE COMMISSION

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

OM GROUP, INC.
(Exact name of issuer as specified in its charter)

Delaware
52-1736882
(State or other jurisdiction of
(I.R.S. Employer
incorporation or organization)
Identification No.)

3500 Terminal Tower
50 Public Square
Cleveland, Ohio
44113-2204
(Address of Principal Executive Offices)
 
(Zip Code)

OM Group, Inc.
1998 Long-Term Incentive Compensation Plan
(Full title of the plan)

Michael J. Scott
Secretary
3500 Terminal Tower
50 Public Square
Cleveland, Ohio 44113-2204
(Name and address of agent for service)

(216) 781-0083
(Telephone number, including area code, of agent for service)

Calculation of Registration Fee
Title of
Securities
to be
Registered
Amount to be
Registered
Proposed Maximum
Offering Price Per
Share(1)
Maximum
Aggregate Offering
Price(1)
Amount of
Registration Fee (2)
 Common Stock $.01
 par value
2,000,000
$ 56.53
$ 113,060,000
$ 28,265

(1)    Based on the average of high and low prices of securities of the same class on the New York Stock Exchange on July 24, 2001.

(2)    Computed in accordance with Rule 457(h) under the Securities Act of 1933.


PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

STATEMENT OF THE REGISTRANT

            The contents of the Registration Statement on Form S-8 (Commission file no. 333-47230) previously filed by the Registrant in respect of its 1998 Long-term Incentive Compensation Plan (the "Plan") are incorporated herein by reference.

            This Registration Statement is being filed for the purpose of registering an additional 2,000,000 shares of the Registrant's Common Stock reserved under the Plan, thereby increasing the number of shares of Common Stock registered from 2,000,000 to 4,000,000.

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 this 25th day of July, 2001.

  OM GROUP, INC.
  By:   /s/ James P. Mooney           
    James P. Mooney
    Chairman and Chief Executive Officer

            Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons on behalf of the Registrant and in the capacities and on the date indicated.

Signature Title Date
     
/s/ James P. Mooney
James P. Mooney
Chairman of the Board
Chief Executive Officer
and Director
July 25, 2001
       
/s/ Edward W. Kissel *
Edward W. Kissel
Director  
     
/s/ Markku Toivanen *
Markku Toivanen
Director  
     
/s/ Lee R. Brodeur *
Lee R. Brodeur
Director  
     
/s/ Thomas R. Miklich*
Thomas R. Miklich
Director  
     
/s/ John E. Mooney*
John E. Mooney
Director  
     
/s/ Frank E. Butler*
Frank E. Butler
Director  
     
/s/ James M. Materna
James M. Materna
Chief Financial Officer
(Principal Financial
and Accounting Officer)
July 25, 2001
     
/s/ James M. Materna
James M. Materna
Attorney-in-Fact July 25, 2001

            *James M. Materna, by signing his name hereto, signs this document on behalf of each of the above-indicated directors and officers pursuant to a power of attorney duly executed by such persons and filed with the Securities and Exchange Commission.

EXHIBIT INDEX

Exhibit
Number
     Exhibit
Description
     
4   OM Group, Inc. 1998 Long-term Incentive Compensation Plan (incorporated by reference to Exhibit 10.31 to the Company's Form 10-K for fiscal year ended December 31, 1998).
     
5   Opinion of Squire, Sanders & Dempsey L.L.P. as to the shares of Common Stock being registered.
     
15   Letter from Ernst & Young LLP regarding unaudited interim financial information.
     
23(a)   Consent of Ernst & Young LLP.
     
23(b)   Consent of Squire, Sanders & Dempsey L.L.P.
(contained in opinion filed as Exhibit 5).
     
24   Powers of Attorney
EX-5 2 dex5.htm OPINION OF SQUIRE, SANDERS & DEMPSEY LLP Opinion of Squire, Sanders & Dempsey LLP

Exhibit 5

Squire, Sanders & Dempsey L.L.P.
4900 Key Tower
127 Public Square
Cleveland, Ohio 44114
(216) 479-8500
fax: (216) 479-8780

July 25, 2001

OM Group, Inc.
3800 Terminal Tower
Cleveland, Ohio 44114

Ladies and Gentlemen:

            We are familiar with the proceedings taken and proposed to be taken by OM Group, Inc. (the "Company") relative to the registration of an additional 2,000,000 shares of Common Stock, par value $0.1 per share, of the Company (the "Shares"), reserved for issuance upon the exercise of incentive options granted pursuant to the Company's 1998 Long-term Incentive Compensation Plan. As your counsel, we have been involved in the preparation of a Registration Statement on Form S-8 filed by you with the Securities and Exchange Commission to effect the registration of the Shares pursuant to the Securities Act of 1933, as amended (the "Registration Statement").

            In this connection, we have examined the Certificate of Incorporation of the Company, as amended to date, and the records of proceedings taken by the Board of Directors and stockholders of the Company and all other documents and records as we determined appropriate for the purposes of this opinion.

            Based upon the foregoing, we are of the opinion that, upon the issuance and sale of the Shares as contemplated by the Registration Statement, the Shares will be legally issued, fully paid and non-assessable.

            We hereby consent to the references to our firm in the Registration Statement and to the inclusion of this opinion as an exhibit to the Registration Statement.

  Very truly yours,

/s/ Squire, Sanders & Dempsey L.L.P.

Squire, Sanders & Dempsey L.L.P.
EX-15 3 dex15.htm LETTER FROM ERNST & YOUNG LLP Letter from Ernst & Young LLP

Exhibit 15

Acknowledgment of Independent Accountants

Stockholders and Board of Directors
OM Group, Inc.

We are aware of the incorporation by reference in the Registration Statement on Form S-8 pertaining to the OM Group, Inc. 1998 Long-term Incentive Compensation Plan for the registration of 2,000,000 shares of its common stock of our report dated May 10, 2001 relating to the unaudited condensed consolidated interim financial statements of OM Group, Inc. that are included in its Form 10-Q for the quarter ended March 31, 2001.

  /s/ Ernst & Young LLP

Cleveland, Ohio
July 24, 2001

EX-23.(A) 4 dex23a.htm CONSENT OF ERNST & YOUNG LLP Consent of Ernst & Young LLP

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 OM Group, Inc. 1998 Long-term Incentive Compensation Plan for the registration of 2,000,000 shares of its common stock of our report dated February 9, 2001, with respect to the consolidated financial statements of OM Group, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2000, filed with the Securities and Exchange Commission.

  /s/ Ernst & Young LLP

 

Cleveland, Ohio
July 24, 2001

EX-24 5 dex24.htm POWERS OF ATTORNEY Powers of Attorney

Exhibit 24

POWER OF ATTORNEY

            The undersigned, a director or officer of OM Group Inc., a Delaware corporation (the "Company"), which anticipates filing with the Securities and Exchange Commission (the "Commission") under the provisions of the Securities Act of 1933 (the "Act") a Registration Statement on Form S-8 (together with any and all subsequent amendments, including post-effective amendments, the "Registration Statement") for purposes of registering an additional 2,000,000 shares of Common Stock, $.01 par value, of the Company, reserved for issuance pursuant to the Company's 1998 Long-term Incentive Compensation Plan, does hereby constitute and appoint James M. Materna with full power of substitution and resubstitution, as attorney to execute and file on behalf of the undersigned, in his capacity as a director or officer of the Company, the Registration Statement and any and all applications or other documents to be filed with the Commission pertaining to the Registration Statement or registration contemplated thereby, with full power and authority to do and perform any and all acts and things whatsoever required or necessary to be done in the premises, as fully as to all intents and purposes as he could do if personally present, hereby ratifying and approving the acts of said attorney and any such substitution.

            IN WITNESS WHEREOF, I have hereunto set my hand this 1st day of June, 2001.

  /s/ Edward W. Kissel
Edward W. Kissel

POWER OF ATTORNEY

            The undersigned, a director or officer of OM Group Inc., a Delaware corporation (the "Company"), which anticipates filing with the Securities and Exchange Commission (the "Commission") under the provisions of the Securities Act of 1933 (the "Act") a Registration Statement on Form S-8 (together with any and all subsequent amendments, including post-effective amendments, the "Registration Statement") for purposes of registering an additional 2,000,000 shares of Common Stock, $.01 par value, of the Company, reserved for issuance pursuant to the Company's 1998 Long-term Incentive Compensation Plan, does hereby constitute and appoint James M. Materna with full power of substitution and resubstitution, as attorney to execute and file on behalf of the undersigned, in his capacity as a director or officer of the Company, the Registration Statement and any and all applications or other documents to be filed with the Commission pertaining to the Registration Statement or registration contemplated thereby, with full power and authority to do and perform any and all acts and things whatsoever required or necessary to be done in the premises, as fully as to all intents and purposes as he could do if personally present, hereby ratifying and approving the acts of said attorney and any such substitution.

            IN WITNESS WHEREOF, I have hereunto set my hand this 29th day of June, 2001.

  /s/ Markku Toivanen
Markku Toivanen

POWER OF ATTORNEY

            The undersigned, a director or officer of OM Group Inc., a Delaware corporation (the "Company"), which anticipates filing with the Securities and Exchange Commission (the "Commission") under the provisions of the Securities Act of 1933 (the "Act") a Registration Statement on Form S-8 (together with any and all subsequent amendments, including post-effective amendments, the "Registration Statement") for purposes of registering an additional 2,000,000 shares of Common Stock, $.01 par value, of the Company, reserved for issuance pursuant to the Company's 1998 Long-term Incentive Compensation Plan, does hereby constitute and appoint James M. Materna with full power of substitution and resubstitution, as attorney to execute and file on behalf of the undersigned, in his capacity as a director or officer of the Company, the Registration Statement and any and all applications or other documents to be filed with the Commission pertaining to the Registration Statement or registration contemplated thereby, with full power and authority to do and perform any and all acts and things whatsoever required or necessary to be done in the premises, as fully as to all intents and purposes as he could do if personally present, hereby ratifying and approving the acts of said attorney and any such substitution.

            IN WITNESS WHEREOF, I have hereunto set my hand this 29th day of June, 2001.

  /s/ Lee R. Brodeur
Lee R. Brodeur

POWER OF ATTORNEY

            The undersigned, a director or officer of OM Group Inc., a Delaware corporation (the "Company"), which anticipates filing with the Securities and Exchange Commission (the "Commission") under the provisions of the Securities Act of 1933 (the "Act") a Registration Statement on Form S-8 (together with any and all subsequent amendments, including post-effective amendments, the "Registration Statement") for purposes of registering an additional 2,000,000 shares of Common Stock, $.01 par value, of the Company, reserved for issuance pursuant to the Company's 1998 Long-term Incentive Compensation Plan, does hereby constitute and appoint James M. Materna with full power of substitution and resubstitution, as attorney to execute and file on behalf of the undersigned, in his capacity as a director or officer of the Company, the Registration Statement and any and all applications or other documents to be filed with the Commission pertaining to the Registration Statement or registration contemplated thereby, with full power and authority to do and perform any and all acts and things whatsoever required or necessary to be done in the premises, as fully as to all intents and purposes as he could do if personally present, hereby ratifying and approving the acts of said attorney and any such substitution.

            IN WITNESS WHEREOF, I have hereunto set my hand this 29th day of June, 2001.

  /s/ Thomas Miklich
Thomas Miklich

POWER OF ATTORNEY

            The undersigned, a director or officer of OM Group Inc., a Delaware corporation (the "Company"), which anticipates filing with the Securities and Exchange Commission (the "Commission") under the provisions of the Securities Act of 1933 (the "Act") a Registration Statement on Form S-8 (together with any and all subsequent amendments, including post-effective amendments, the "Registration Statement") for purposes of registering an additional 2,000,000 shares of Common Stock, $.01 par value, of the Company, reserved for issuance pursuant to the Company's 1998 Long-term Incentive Compensation Plan, does hereby constitute and appoint James M. Materna with full power of substitution and resubstitution, as attorney to execute and file on behalf of the undersigned, in his capacity as a director or officer of the Company, the Registration Statement and any and all applications or other documents to be filed with the Commission pertaining to the Registration Statement or registration contemplated thereby, with full power and authority to do and perform any and all acts and things whatsoever required or necessary to be done in the premises, as fully as to all intents and purposes as he could do if personally present, hereby ratifying and approving the acts of said attorney and any such substitution.

            IN WITNESS WHEREOF, I have hereunto set my hand this 2nd day of June, 2001.

  /s/ John E. Mooney
John E. Mooney

POWER OF ATTORNEY

            The undersigned, a director or officer of OM Group Inc., a Delaware corporation (the "Company"), which anticipates filing with the Securities and Exchange Commission (the "Commission") under the provisions of the Securities Act of 1933 (the "Act") a Registration Statement on Form S-8 (together with any and all subsequent amendments, including post-effective amendments, the "Registration Statement") for purposes of registering an additional 2,000,000 shares of Common Stock, $.01 par value, of the Company, reserved for issuance pursuant to the Company's 1998 Long-term Incentive Compensation Plan, does hereby constitute and appoint James M. Materna with full power of substitution and resubstitution, as attorney to execute and file on behalf of the undersigned, in his capacity as a director or officer of the Company, the Registration Statement and any and all applications or other documents to be filed with the Commission pertaining to the Registration Statement or registration contemplated thereby, with full power and authority to do and perform any and all acts and things whatsoever required or necessary to be done in the premises, as fully as to all intents and purposes as he could do if personally present, hereby ratifying and approving the acts of said attorney and any such substitution.

            IN WITNESS WHEREOF, I have hereunto set my hand this 29th day of June, 2001.

  /s/ Frank E. Butler
Frank E. Butler

POWER OF ATTORNEY

            The undersigned, a director or officer of OM Group Inc., a Delaware corporation (the "Company"), which anticipates filing with the Securities and Exchange Commission (the "Commission") under the provisions of the Securities Act of 1933 (the "Act") a Registration Statement on Form S-8 (together with any and all subsequent amendments, including post-effective amendments, the "Registration Statement") for purposes of registering an additional 2,000,000 shares of Common Stock, $.01 par value, of the Company, reserved for issuance pursuant to the Company's 1998 Long-term Incentive Compensation Plan, does hereby constitute and appoint James P. Mooney with full power of substitution and resubstitution, as attorney to execute and file on behalf of the undersigned, in his capacity as a director or officer of the Company, the Registration Statement and any and all applications or other documents to be filed with the Commission pertaining to the Registration Statement or registration contemplated thereby, with full power and authority to do and perform any and all acts and things whatsoever required or necessary to be done in the premises, as fully as to all intents and purposes as he could do if personally present, hereby ratifying and approving the acts of said attorney and any such substitution.

            IN WITNESS WHEREOF, I have hereunto set my hand this 29th day of June, 2001.

  /s/ James M. Materna
James M. Materna
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