-----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, Fy7lyBzOs0uIB6dxlTNL+ylco8OigR8b7qkLvqS5neieLEo92ZjyURdpCYPhwPjX dfDsDppTB32zM7c1GD3zGQ== 0000950152-02-005704.txt : 20020726 0000950152-02-005704.hdr.sgml : 20020726 20020726143046 ACCESSION NUMBER: 0000950152-02-005704 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20020726 EFFECTIVENESS DATE: 20020726 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OLYMPIC STEEL INC CENTRAL INDEX KEY: 0000917470 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-METALS SERVICE CENTERS & OFFICES [5051] IRS NUMBER: 341245650 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-97175 FILM NUMBER: 02711943 BUSINESS ADDRESS: STREET 1: 5080 RICHMOND RD CITY: BEDFORD HEIGHTS STATE: OH ZIP: 44146 BUSINESS PHONE: 2162923800 MAIL ADDRESS: STREET 1: 5096 RICHMOND RD CITY: BEDFORD HIEGHTS STATE: OH ZIP: 44146 S-8 1 l95516asv8.txt OLYMPIC STEEL, INC. S-8 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ----------------------- OLYMPIC STEEL, INC. (Exact name of registrant as specified in its charter) OHIO 34-1245650 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification number) 5096 Richmond Road Bedford Heights, Ohio 44146 (Address of principal executive offices) OLYMPIC STEEL, INC. EMPLOYEE STOCK PURCHASE PLAN (Full title of the plan) ----------------------- Michael D. Siegal Chairman of the Board and Chief Executive Officer Olympic Steel, Inc. 5096 Richmond Road Bedford Heights, Ohio 44146 (216) 292-3800 (Name, address, and telephone number, including area code, of agent for service) ----------------------- CALCULATION OF REGISTRATION FEE
Proposed maximum Proposed maximum Title of securities to Amount to be offering price per aggregate offering Amount of be registered registered share price Registration Fee Common Stock, without 1,000,000 shs.(1) $4.34(2) $4,340,000 $399.28 par value
(1) Maximum number of shares available for purchase under the Plan. (2) Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(h) under the Securities Act of 1933, as amended. Part II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE The following documents, which are on file with the Securities and Exchange Commission (the "SEC"), are incorporated herein by reference: (a) Olympic Steel, Inc. (the "Registrant") Annual Report on Form 10-K for the year ended December 31, 2001 filed pursuant to Section 13(a) of the Securities Exchange Act of 1934, as amended (the "1934 Act"); (b) the Registrant's quarterly report on Form 10-Q for the quarter ended March 31, 2002 filed pursuant to Section 13(a) of the 1934 Act; and (c) a description of the Registrant's Common Shares set forth in the Registrant's Registration Statement on Form 8-A filed with the SEC on January 31, 1994. All documents subsequently filed by the Registrant pursuant to Sections 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 deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in the Registration Statement and to be a part hereof from the date of filing of such documents. Item 4. DESCRIPTION OF SECURITIES Not Applicable Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL Marc H. Morgenstern, a principal of the law firm of Kahn, Kleinman, Yanowitz & Arnson, Co., L.P.A., is the Secretary of the Registrant and is the trustee of various trusts for the benefit of the Chief Executive Officer's children that owns 51,000 shares of Common Stock. In addition, certain attorneys in the law firm own shares of Common Stock. 2 Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS Under certain circumstances provided in Article V of the Registrant's Amended and Restated Code of Regulations and subject to Section 1701.13 of the Ohio General Corporation Law (which sets forth conditions and limitations governing the indemnification of officers, directors and other persons), the Registrant will indemnify any director or officer or any former director or officer of the Registrant against losses, damages, or liabilities reasonably incurred by such director or officer by reason of the fact that he is or was such director or officer in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative. The Registrant maintains liability insurance for all of its directors and officers. This insurance also insures the Registrant against amounts payable to indemnify directors and officers, subject to policy limits and retention amounts. Under the Ohio General Corporation Law, a director's liability to the Registrant or its shareholders for damages is limited to only those situations where it is proved by clear and convincing evidence that the director's action or failure to act was undertaken with deliberate intent to cause injury to the Registrant or undertaken with reckless disregard for the best interests of the Registrant, and those situations involving unlawful loans, asset distributions, dividend payments or share repurchases. As a result, shareholders may be unable to recover monetary damages against directors for actions which constitute gross negligence or which are in violation of their fiduciary duties, although it may be possible to obtain injunctive or other equitable relief with respect to such actions. Item 7. EXEMPTION FROM REGISTRATION CLAIMED Not applicable Item 8. EXHIBITS The Exhibits to the Registration Statement are listed in the Exhibit Index on page 7 of this Registration Statement. 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 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. (2) That, for the purpose of determining any liability under the Securities Act of 1933, as amended (the "Securities Act") each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and 3 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. (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 1934 Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the 1934 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 the initial bona fide offering thereof. (c) The undersigned Registrant hereby undertakes to deliver or cause to be delivered with the prospectus, to each person to whom the prospectus is sent or given, the latest annual report, to security holders that is incorporated by reference in the prospectus and furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Exchange Act; and, where interim financial information required to be presented by Article 3 of Regulation S-X is not set forth in the prospectus, to deliver, or cause to be delivered to each person to whom the prospectus is sent or given, the latest quarterly report that is specifically incorporated by reference in the prospectus to provide such interim financial information. (d) 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 SEC such indemnification is against public policy as expressed in the Securities 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 whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. 4 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 the twenty-fourth day of July, 2002. July 24, 2002 OLYMPIC STEEL, INC. By: /s/ Richard T. Marabito --------------------------------------- Richard T. Marabito, Chief Financial Officer and Treasurer 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: July 24, 2002 /s/ Michael D. Siegal -------------------------------------------- Michael D. Siegal, Chairman of the Board and Chief Executive Officer July 24, 2002 /s/ David A. Wolfort -------------------------------------------- David A. Wolfort, President, Chief Operating Officer and Director July 24, 2002 /s/ Richard T. Marabito -------------------------------------------- Richard T. Marabito, Chief Financial Officer and Treasurer (Principal Accounting Officer) July 24, 2002 /s/ Martin H. Elrad -------------------------------------------- Martin H. Elrad, Director July 24, 2002 /s/ Thomas M. Forman -------------------------------------------- Thomas M. Forman, Director July 24, 2002 /s/ James B. Meathe -------------------------------------------- James B. Meathe, Director July 24, 2002 /s/ Suren A. Hovsepian -------------------------------------------- Suren A. Hovsepian, Director 5 The undersigned, by signing his name hereto, does sign and execute this Registration Statement on Form S-8 pursuant to the Powers of Attorney executed by the above-named Officers and Directors of the Registrant and which are being filed herewith with the Securities and Exchange Commission on behalf of such officers and directors. By: /s/ Richard T. Marabito July 24, 2002 ------------------------------------------ Richard T. Marabito, Attorney-in-Fact 6 OLYMPIC STEEL, INC. INDEX TO EXHIBITS EXHIBIT DESCRIPTION 5.1 Opinion of Kahn, Kleinman, Yanowitz & Arnson, Co., L.P.A., as to the legality of Common Stock being registered 23.1 Consent of Arthur Andersen LLP 23.2 Consent of Kahn, Kleinman, Yanowitz & Arnson, Co., L.P.A. (included in Exhibit 5.1) 24.1 Directors and Officers Powers of Attorney 7 EX-5.1 3 l95516aexv5w1.txt EXHIBIT 5.1 EXHIBIT 5.1 [KAHN, KLEINMAN LETTERHEAD] July 25, 2002 Olympic Steel, Inc. 5096 Richmond Road Bedford Heights, Ohio 44146 Gentlemen: In connection with the filing by Olympic Steel, Inc., an Ohio corporation (the "Company"), with the Securities and Exchange Commission under the provisions of the Securities Act of 1933, as amended, of a Registration Statement on Form S-8 (the "Registration Statement"), with respect to a maximum of 1,000,000 shares of Common Stock, without par value (the "Shares") to be issued under the Olympic Steel, Inc. Employee Stock Purchase Plan (the "Plan"), we have examined the following: (i) the Amended and Restated Articles of Incorporation of the Company, as currently in effect, (ii) the Amended and Restated Code of Regulations of the Company, as currently in effect, (iii) the Registration Statement on Form S-8 (including Exhibits thereto), (iv) the records relating to the organization of the Company and such other documents as we deemed it necessary to examine as a basis for the opinions hereinafter expressed; and (v) copies of the Plan, and the records of the proceedings of the Board of Directors and shareholders of the Company relating to the adoption and approval thereof. Based upon that examination, we are of the opinion that: (i) The Company is duly organized and validly existing under the laws of the State of Ohio. (ii) The Shares have been duly authorized and, when issued and delivered pursuant to the Plan and in the manner contemplated by the Registration Statement, will be validly issued, fully paid, and non-assessable. We hereby consent to the filing of this Opinion as Exhibit 5.1 to the Registration Statement and to the use of our name therein. Very truly yours, /s/ Kahn, Kleinman, Yanowitz & Arnson, Co., L.P.A. -------------------------------------------------- Kahn, Kleinman, Yanowitz & Arnson, Co., L.P.A. EX-23.1 4 l95516aexv23w1.txt EXHIBIT 23.1 EXHIBIT 23.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS Pursuant to Rule 437a of the Securities Act of 1933, as amended (Release No. 33-8070, effective March 18, 2002), Olympic Steel, Inc. is not required to obtain or file the written consent of its independent public accountants, Arthur Andersen LLP. EX-24.1 5 l95516aexv24w1.txt EXHIBIT 24.1 EXHIBIT 24.1 POWER OF ATTORNEY OLYMPIC STEEL, INC. KNOW ALL MEN BY THESE PRESENTS, that OLYMPIC STEEL, INC., an Ohio corporation, and each person whose name is signed below hereby constitutes and appoints Michael D. Siegal, Richard T. Marabito, Marc H. Morgenstern, Michael A. Ellis and Deborah A. Weisman and each of them, their attorneys-in-fact and agents, with full power of substitution and resubstitution, for and on behalf of Olympic Steel, Inc, and the undersigned directors and/or officers of Olympic Steel, Inc. and each of such directors and/or officers, to execute the Olympic Steel, Inc. Registration Statement on Form S-8 relating to the Common Shares to be issued under the Olympic Steel, Inc. Employee Stock Purchase Plan and any or all documents or post-effective amendments thereto, and to file the same, with Exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting such attorneys-in-fact and agents full power and authority to so and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifying and confirming all that such attorney-in-fact and agents or their substitutes may do or cause to be done by virtue hereof. This Power of Attorney of Olympic Steel, Inc. and the directors and/or officers of Olympic Steel, Inc. may be executed in multiple counterparts, each of which shall be deemed an original with respect to the person executing it. IN WITNESS WHEREOF, this Power of Attorney has been signed in Cleveland, Ohio this twenty-fourth day of July, 2002. OLYMPIC STEEL, INC. By: /s/ Richard T. Marabito -------------------------------------- Richard T. Marabito, Chief Financial Officer and Treasurer DIRECTORS AND OFFICERS: /s/ Martin H. Elrad /s/ Richard T. Marabito - --------------------------- ------------------------------------------ Martin H. Elrad, Director Richard T. Marabito, Chief Financial Officer and Treasurer /s/ Thomas M. Forman /s/ Michael D. Siegal - --------------------------- ------------------------------------------ Thomas M. Forman, Director Michael D. Siegal, Chief Executive Officer and Chairman of the Board /s/ James B. Meathe /s/ David A. Wolfort - --------------------------- ------------------------------------------ James B. Meathe, Director David A. Wolfort, President, Chief Operating Officer and Director /s/ Suren A. Hovsepian - --------------------------- Suren A. Hovsepian, Director -----END PRIVACY-ENHANCED MESSAGE-----