-----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, R+fveNh0RPaM7oBWq1ChoJGpjMuJE/IidK9cRd0rMCMxGBrtQT9bH+jL8GgAe9Td i4ILjB9zIECZGqImJWAJnA== 0000950152-01-501449.txt : 20010504 0000950152-01-501449.hdr.sgml : 20010504 ACCESSION NUMBER: 0000950152-01-501449 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20010503 EFFECTIVENESS DATE: 20010503 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RPM INC/OH/ CENTRAL INDEX KEY: 0000110621 STANDARD INDUSTRIAL CLASSIFICATION: PAINTS, VARNISHES, LACQUERS, ENAMELS & ALLIED PRODUCTS [2851] IRS NUMBER: 346550857 STATE OF INCORPORATION: OH FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-60104 FILM NUMBER: 1621075 BUSINESS ADDRESS: STREET 1: 2628 PEARL RD STREET 2: P O BOX 777 CITY: MEDINA STATE: OH ZIP: 44258 BUSINESS PHONE: 3302735090 MAIL ADDRESS: STREET 1: 2628 PEARL RD STREET 2: P O BOX 777 CITY: MEDINA STATE: OH ZIP: 44258 FORMER COMPANY: FORMER CONFORMED NAME: REPUBLIC POWDERED METALS INC DATE OF NAME CHANGE: 19711027 S-8 1 l88083as-8.txt RPM, INC. S-8 1 As filed with the Securities and Exchange Commission on May 3, 2001 Registration No. 333- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------- FORM S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 -------------------------- RPM, INC. (Exact Name of Registrant as Specified in its Charter) Ohio 34-6550857 (State or Other Jurisdiction of (I.R.S. Employer Identification No.) Incorporation or Organization) 2628 Pearl Road P.O. Box 777 Medina, Ohio 44258 (Address of Principal Executive Offices, including Zip Code) RPM, INC. 1996 KEY EMPLOYEES STOCK OPTION PLAN (Full Title of the Plan) ---------- Thomas C. Sullivan WITH A COPY TO: Chairman and Chief Executive Officer Edward W. Moore, Esq. RPM, Inc. Calfee, Halter & Griswold LLP 2628 Pearl Road 1400 McDonald Investment Center P.O. Box 777 800 Superior Avenue Medina, Ohio 44258 Cleveland, Ohio 44114 (330) 273-5090 (216) 622-8200 (Name, Address and Telephone Number, including Area Code, of Agent for Service) ---------- CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------------- Amount Proposed maximum Proposed maximum Amount of Title of securities to be offering price aggregate offering registration to be registered registered per share(1) price(1) fee - ------------------------------------------------------------------------------------------------------------------- Common Shares, without par value 4,500,000 (2) $8.675 $39,037,500 $9,759.38 - -------------------------------------------------------------------------------------------------------------------
(1) Estimated in accordance with Rule 457(c) solely for the purpose of calculating the registration fee and based upon the average of the high and low sales prices of the Common Shares of RPM, Inc. reported on the New York Stock Exchange on April 26, 2001. (2) The 4,500,000 Common Shares being registered are issuable upon exercise of options to be granted pursuant to the RPM, Inc. 1996 Key Employees Stock Option Plan. 2 This Registration Statement is being filed by RPM, Inc. (the "Company") for the purpose of registering additional securities of the same class as other securities for which a registration statement of Form S-8 has already been filed. Accordingly, pursuant to General Instruction E to Form S-8, the contents of the Company's Registration Statement on Form S-8 (Commission File No. 333-35967) registering 3,600,000 Common Shares (adjusted to 4,500,000 Common Shares pursuant to a 25% stock dividend in December 1997), without par value, of the Company for issuance under The 1996 Key Employees Stock Plan of the Company, are hereby incorporated by reference. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE. ------------------------------------------------ The following documents of RPM, Inc. (the "Company"), previously filed with the Securities and Exchange Commission, are incorporated herein by reference: 1. The Company's Annual Report on Form 10-K for the fiscal year ended May 31, 2000; 2. The Company's Quarterly Reports on Form 10-Q for the quarters ended August 31 and November 30, 2000 and February 28, 2001; 3. The Company's Current Report on Form 8-K, filed on July 11, 2000; 4. The description of the Company's Common Shares, without par value (the "Common Shares"), contained in the Company's Registration Statement on Form 8-A, dated June 2, 1998, and any amendments and reports filed for the purpose of updating that description; and 5. The description of the rights to purchase the Company's Common Shares contained in the Company's Registration Statement on Form 8-A dated May 11, 1999. All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, 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 a part hereof from the date of the filing of such documents, other than the portions of such documents which by statute, by designation in such documents or otherwise, are not deemed to be filed with the Commission or are not required to be incorporated herein by reference. Any statement contained in a document incorporated or deemed to be incorporated by reference in this Registration Statement shall be deemed to be modified or superseded, for purposes of this Registration Statement, to the extent that a statement contained in this Registration Statement, or in any other subsequently filed document that also is, or is deemed to be, incorporated by reference in this Registration Statement, modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. II-1 3 ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. ------------------------------------------ Ohio Revised Code Sec. 1701.13(E) provides that a corporation may indemnify or agree to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, by reason of the fact that he or she is or was a Director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation in a similar capacity with another corporation or enterprise, against expenses actually incurred by such person in connection with an action if he or she acted in good faith and in a manner not opposed to the best interests of the corporation. Article VI of the Company's Amended Code of Regulations provides for the indemnification of Directors and officers against certain liabilities to the maximum extent permitted by Ohio law. The Company has purchased a Directors and Officers Liability Insurance Policy, which insures the Directors and officers of the Company against certain liabilities incurred in the performance of their duties. The Registrant has entered into Indemnification Agreements with each of its Directors and executive officers providing for additional indemnification protection beyond that provided by the Directors and Officers Liability Insurance Policy. In the Indemnification Agreements, the Company has agreed, subject to certain exceptions, to indemnify and hold harmless the Director or executive officer to the maximum extent then authorized or permitted by the provisions of the Company's Code of Regulations, the Ohio Revised Code, or by any amendment(s) thereto. ITEM 8. EXHIBITS -------- See the Exhibit Index at Page E-1 of this Registration Statement. II-2 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 this 3rd day of May, 2001. RPM, INC. By: /s/ Thomas C. Sullivan -------------------------------------------- Thomas C. Sullivan, Chairman of the Board of Directors 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 in the capacities indicated on this 3rd day of May, 2001. Signature Title --------- ----- /s/ Thomas C. Sullivan Chairman of the Board of Directors and Chief - ------------------------------ Executive Officer (Principal Executive Officer) Thomas C. Sullivan /s/ James A. Karman Vice Chairman of the Board of Directors - ------------------------------ James A. Karman /s/ Frank C. Sullivan President and a Director - ------------------------------ Frank C. Sullivan /s/ Michael E. Steele Vice President and Chief Financial Officer - ------------------------------ (Principal Financial Officer) Michael E. Steele /s/ Robert Matejka Vice President - Controller (Principal - ------------------------------ Accounting Officer) Robert Matejka II-3 5 Signature Title --------- ----- /s/ Max D. Amstutz Director - ------------------------------ Max D. Amstutz /s/ Edward B. Brandon Director - ------------------------------ Edward B. Brandon /s/ Lorrie Gustin Director - ------------------------------ Lorrie Gustin /s/ E. Bradley Jones Director - ------------------------------ E. Bradley Jones /s/ Donald K. Miller Director - ------------------------------ Donald K. Miller /s/ William A. Papenbrock Director - ------------------------------ William A. Papenbrock /s/ Albert B. Ratner Director - ------------------------------ Albert B. Ratner /s/ Jerry Sue Thornton Director - ------------------------------ Jerry Sue Thornton II-4 6 EXHIBIT INDEX EXHIBIT NUMBER EXHIBIT DESCRIPTION -------------- ------------------- 4.1 Amended Articles of Incorporation of the Company are incorporated herein by reference to Exhibit 3.1 of the Company's Annual Report on Form 10-K for the period ended May 31, 1996. 4.2 Amended Code of Regulations of the Company is incorporated herein by reference to Exhibit 3.2 of the Company's Annual Report on Form 10-K for the period ended May 31, 1996. 4.3 RPM, Inc. 1996 Key Employees Stock Option Plan is incorporated herein by reference to Exhibit 10.7 of the Company's Annual Report on Form 10-K for the period ended May 31, 1997. 4.3.1 Amendment to 1996 Key Employees Stock Option Plan. 5.1 Opinion of Calfee, Halter & Griswold LLP as to the validity of the securities being offered. 23.1 Consent of Ciulla Smith & Dale LLP. 23.2 Consent of Calfee, Halter & Griswold LLP (included in Exhibit 5.1). E-1 EX-4.3.1 2 l88083aex4-3_1.txt EXHIBIT 4.3.1 1 Exhibit 4.3.1 AMENDMENT TO THE 1996 RPM, INC. KEY EMPLOYEES STOCK OPTION PLAN WHEREAS, RPM, Inc. (the "Company") adopted the 1996 RPM, Inc. Key Employees Stock Option Plan (the "Plan") effective as of August 15, 1996; and WHEREAS, pursuant to Section 8 of the Plan, the Board of Directors of the Company has the right to amend the Plan; and WHEREAS, the Board of Directors of the Company desires to amend the Plan to increase the aggregate number of common shares of the Company for which options may be granted under the Plan; NOW, THEREFORE, the Plan is hereby amended effective July 19, 2000 as set forth below; provided however, that this Amendment shall be of no force or effect if it is not approved by the shareholders of the Company: The Plan is hereby amended by the replacing the first two sentences of Section 6 with two new sentences to read as follows: 6. SHARES SUBJECT TO THE PLAN. Subject to the provisions of Section 9 concerning payment for stock appreciation rights in Common Shares and subject to the provisions of the next succeeding paragraph of this Section 6, the aggregate number of Common Shares for which options may be granted under the Plan shall be Nine Million (9,000,000) Common Shares. The maximum number of Common Shares for which options may be granted under the Plan to any one person shall be Six Hundred Twenty Five Thousand (625,000) Common Shares. EX-5.1 3 l88083aex5-1.txt EXHIBIT 5.1 1 EXHIBIT 5.1 [CALFEE, HALTER & GRISWOLD LLP LETTERHEAD] May 3, 2001 RPM, Inc. 2629 Pearl Road P.O. Box 777 Medina, Ohio 44258 We are familiar with the proceedings taken and proposed to be taken by RPM, Inc., an Ohio corporation (the "Company"), with respect to 4,500,000 Common Shares, without par value (the "Shares"), of the Company to be offered and sold from time to time pursuant to the Company's 1996 Key Employees Stock Option Plan (the "Plan"). As counsel for the Company, we have assisted in preparing a Registration Statement on Form S-8 (the "Registration Statement") to be filed by the Company with the Securities and Exchange Commission to effect the registration of the Shares under the Securities Act of 1933, as amended. In this connection, we have examined such documents, records and matters of law as we have deemed necessary or advisable to render the opinion contained herein. Based upon our examination and inquiries, we are of the opinion that the Shares are duly authorized and, when offered and sold pursuant to the terms and conditions of the Plan, will be validly issued, fully paid and nonassessable. Our opinion is limited solely to the laws of the State of Ohio. We consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement. We do not admit that we are in the category of persons whose consent is required under Section 7 of the Act. Very truly yours, /s/ Calfee, Halter & Griswold LLP CALFEE, HALTER & GRISWOLD LLP EX-23.1 4 l88083aex23-1.txt EXHIBIT 23.1 1 EXHIBIT 23.1 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in this Registration Statement on Form S-8 pertaining to the RPM, Inc. 1996 Key Employees Stock Option Plan of our report dated July 7, 2000 with respect to the consolidated financial statements of RPM, Inc. included in the Annual Report on Form 10-K for the year ended May 31, 2000 and of our report on the Financial Statement Schedules which appears in such Annual Report on Form 10-K. /s/ Ciulla, Smith & Dale LLP CIULLA, SMITH & DALE, LLP Cleveland, Ohio May 3, 2001 -----END PRIVACY-ENHANCED MESSAGE-----