-----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, PxLY27TPVzoghF25+I1XSCP2bZeIpcO+MHjIdIcDGhDDCtbzcwxM4U2qmqlMkS4B CGhwi8q0Dip7b547tAWneQ== 0000950152-04-006381.txt : 20040818 0000950152-04-006381.hdr.sgml : 20040818 20040818154720 ACCESSION NUMBER: 0000950152-04-006381 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20040818 EFFECTIVENESS DATE: 20040818 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: 333-118335 FILM NUMBER: 04984262 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 HEIGHTS STATE: OH ZIP: 44146 S-8 1 l09231asv8.txt OLYMPIC STEEL, INC. S-8 FORM 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 (IRS EMPLOYER IDENTIFICATION NO.) INCORPORATION OR ORGANIZATION) 5096 RICHMOND ROAD BEDFORD HEIGHTS, OHIO 44146 (Address of principal executive offices) OLYMPIC STEEL, INC. STOCK OPTION PLAN (Full title of the plan) MICHAEL D. SIEGAL, CHAIRMAN 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 Aggregate Offering Amount of be Registered Registered Price per Share Price Registration Fee ---------------------- ------------ ---------------- ------------------ ---------------- Common Shares 850,000 $21.84(1) $18,564,000 $2,352.06 without par value
- --------------- (1) Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(h) under the Securities Act of 1933, as amended. - --------------- The prospectus pertaining to this registration statement shall also relate to Registration Statement 333-10679 which also registered shares issuable under the Stock Option Plan. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE The following documents heretofore filed with the Securities and Exchange Commission (the "Commission") are incorporated herein by reference and made a part hereof: (a) the Registrant's Annual Report on Form 10-K for the year ended December 31, 2003; (b) the Registrant's Quarterly Report on Form 10-Q for the quarters ended March 31 and June 30, 2004; 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 Commission on January 31, 1994 under the Securities Act. 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, as amended, after the date of this Registration Statement and 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 this Registration Statement and to be part hereof from the date of filing of such documents. The Registrant also incorporates by reference the contents of Registration Statement 333-10679 which registered securities of the same class of the securities covered by this Registration Statement and which are issuable under the Registrant's Stock Option Plan. Item 4. - Item 7. Not applicable per General Instruction E. Item 8. EXHIBITS The Exhibits to the Registration Statement are listed in the Exhibit Index on page 4 of this Registration Statement. Item 9. UNDERTAKINGS Not applicable per General Instruction E. 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 17th day of August, 2004. OLYMPIC STEEL, INC. By: /s/ Michael D. Siegal ------------------------------- Michael D. Siegal, Chairman and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below on the 17th day of August, 2004 by the following persons in the capacities indicated. Ralph M. Della Ratta, Director Martin H. Elrad, Director Thomas M. Forman, Director Howard L. Goldstein, CPA, Director Richard T. Marabito, Chief Financial Officer (Chief Accounting Officer) James B. Meathe, Director Michael D. Siegal, Chairman of the Board and Chief Executive Officer David A. Wolfort, President, Chief Operating Officer and Director The undersigned, by signing his name hereto, executes this Registration Statement on Form S-8 pursuant to 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/ Michael D. Siegal ------------------------------------- Michael D. Siegal, Attorney-in-fact Date: August 17, 2004 OLYMPIC STEEL, INC. INDEX TO EXHIBITS Exhibit Description - ------- ----------- 5.1 Opinion of Kahn Kleinman, a Legal Professional Association, as to the legality of the Common Shares being registered 23.1 Consent of Kahn Kleinman, a Legal Professional Association (included in Exhibit 5.1) 23.2 Consent of PricewaterhouseCoopers LLP 24.1 Powers of Attorney of Directors and Officers EX-5.1 2 l09231aexv5w1.txt EXHIBIT 5.1 EXHIBIT 5.1 (KAHN KLEINMAN LETTERHEAD) August 17, 2004 Olympic Steel, Inc. 5096 Richmond Road Bedford Heights, Ohio 44146 Ladies and Gentlemen: In connection with the filing by Olympic Steel, Inc. (the "Company"), with the Securities and Exchange Commission under the provisions of the Securities Act of 1933, as amended (the "Securities Act"), of a Registration Statement on Form S-8 (the "Registration Statement") with respect to a maximum of an additional 850,000 Common Shares, no par value (the "Shares") of the Company to be issued under the Olympic Steel, Inc. Stock Option Plan, as amended (the "Plan"), we have examined the following: 1. The Amended and Restated Articles of Incorporation of the Company and the Amended and Restated Code of Regulations of the Company, each as currently in effect; 2. The records relating to the organization of the Company and such other records of corporate proceedings and such other documents as we deemed it necessary to examine as a basis for the opinions hereinafter expressed; 3. The Registration Statement on Form S-8 (including Exhibits thereto); and 4. 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, and the increase of authorized shares thereunder. Based upon that examination, we are of the opinion that: A. The Company is a corporation duly organized and validly existing under the laws of the State of Ohio. B. 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, a Legal Professional Association KAHN KLEINMAN, a Legal Professional Association EX-23.2 3 l09231aexv23w2.txt EXHIBIT 23.2 EXHIBIT 23.2 CONSENT OF INDEPENDENT PUBLIC AUDITORS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 9, 2004, relating to the financial statements of Olympic Steel, Inc., which appear in Olympic Steel, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2003. /s/ PRICEWATERHOUSECOOPERS LLP Cleveland, Ohio August 17, 2004 EX-24.1 4 l09231aexv24w1.txt EXHIBIT 24.1 EXHIBIT 24.1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that Olympic Steel, Inc., an Ohio corporation, and each of the undersigned Directors and/or Officers of Olympic Steel, Inc. 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.'s Registration Statement on Form S-8 relating to the Common Shares to be issued under the Olympic Steel, Inc. Stock Option Plan, as amended, and any and all documents and 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 do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifying and confirming all that such attorneys-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 this 17th day of August, 2004. OLYMPIC STEEL, INC. By: /s/ Michael D. Siegal -------------------------------- Michael D. Siegal, Chairman and Chief Executive Officer DIRECTORS AND OFFICERS: /s/ Ralph M. Della Ratta /s/ Richard T. Marabito - ------------------------------------ ----------------------------------- Ralph M. Della Ratta, Director Richard T. Marabito, Chief Financial Officer (Chief Accounting Officer) /s/ Martin H. Elrad /s/ James B. Meathe - ------------------------------------ ------------------------------------- Martin H. Elrad, Director James B. Meathe, Director /s/ Thomas M. Forman /s/ Michael D. Siegal - ------------------------------------ ------------------------------------- Thomas M. Forman, Director Michael D. Siegal, Chairman and Chief Executive Officer /s/ Howard L. Goldstein /s/ David A. Wolfort - ------------------------------------ ------------------------------------- Howard L. Goldstein, C.P.A., Director David A. Wolfort, President, Chief Operating Officer and Director -----END PRIVACY-ENHANCED MESSAGE-----