POSASR

As filed with the Securities and Exchange Commission on February 14, 2008

Registration No. 333-149232

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Post-Effective Amendment No. 1 on
Form S-3

REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933

RPM INTERNATIONAL INC.

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization) 02-0642224
(I.R.S. Employer
Identification No.)

2628 Pearl Road
P.O. Box 777
Medina, Ohio 44258
(330) 273-5090
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Edward W. Moore, Esq.
Vice President, General Counsel and Secretary
2628 Pearl Road
P.O. Box 777
Medina, Ohio 44258
(330) 273-5090
(Name, address, including zip code, and telephone number, including area code, of agent for service)

With a copy to:

Thomas F. McKee, Esq.
Calfee, Halter & Griswold LLP
1400 KeyBank Center
800 Superior Avenue
Cleveland, Ohio 44114-2688
(216) 622-8200

     Approximate date of commencement of proposed sale to public: From time to time after this registration statement becomes effective.

     If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box:  o

     If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box:  þ

     If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:  o

     If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration number of the earliest effective registration statement for the same offering:  o

     If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box:  þ

     If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box:  o

     Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer þ Accelerated filer o  Non-accelerated filer o
(Do not check if a smaller reporting company) Smaller reporting company o

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 16.   Exhibits

     The following exhibits, as noted, are filed herewith, previously have been filed, or will be filed by amendment.

No.	Description
1.1	Underwriting Agreement (1)
4.1	Indenture, dated as of February 14, 2008, between the Company and The Bank of New York Trust Company, N.A.*
4.2	Form of Debt Securities (1)
4.3	Form of Warrant Agreement (1)
4.4	Form of Common Stock Warrant Certificate (1)
4.5	Form of Debt Securities Warrant Certificate (1)
4.6	Rights Agreement by and between the Company (as successor to RPM, Inc.) and Harris Trust and Savings Bank dated as of April 28, 1999, which is incorporated herein by reference to Exhibit 4.1 to the Company’s Registration Statement on Form 8-A as filed with the Commission on May 11, 1999.
4.61	Amendment to Rights Agreement dated as of December 18, 2000 by and among the Company (as successor to RPM, Inc.), Computershare Investor Services (formerly Harris Trust and Savings Bank) and National City Bank, which is incorporated herein by reference to Exhibit 4.4.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended May 31, 2001.
4.62	Second Amendment to Rights Agreement, dated as of October 15, 2002, among RPM, Inc., National City Bank (as successor rights agent to Computershare Investor Services, formerly Harris Trust and Savings Bank) and RPM International Inc., which is incorporated herein by reference to Exhibit 4.4.2 to the Company’s Registration Statement on Form S-8 (Registration No. 333-101501), as filed with the Commission on November 27, 2002.
4.7	Form of Specimen Certificate for Common Stock, which is incorporated herein by reference to Exhibit 4.3 to the Company’s Registration Statement on Form S-8 (File No. 333-101501), as filed with the Commission on November 27, 2002.
5.1	Form of Opinion of Calfee, Halter & Griswold LLP (filed herewith)(2)
5.2	Form of Opinion of Harter Secrest & Emery LLP (filed herewith)(2)
12	Computation of Ratio of Earnings to Fixed Charges*
23.1	Consent of Calfee, Halter & Griswold LLP (included as part of Exhibit 5.1)
23.2	Consent of Independent Registered Public Accounting Firm — Ernst & Young LLP*
23.3	Consent of Ciulla, Smith & Dale, LLP*
23.4	Consent of Crawford & Winiarski*
24	Powers of Attorney*
25	Statement of Eligibility under the Trust Indenture Act of 1939 of The Bank of New York Trust Company, N.A., as Trustee*

(1)	To be filed by amendment or incorporated by reference in connection with the offering of the offered securities.
(2)	Executed opinions will be filed by amendment or incorporated by reference in connection with the offering of the offered securities.
*	Previously filed.

1

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-3 and has duly caused this Post-Effective Amendment No. 1 to this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on February 14, 2008.

RPM INTERNATIONAL INC.
By:	/s/ Frank C. Sullivan*
	Frank C. Sullivan,
	President 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 the 14th day of February, 2008.

Signature	Title
/s/ Frank C. Sullivan* Frank C. Sullivan	President, Chief Executive Officer (Principal Executive Officer) and a Director
/s/ Ernest T. Thomas* Ernest T. Thomas	Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)
/s/ Thomas C. Sullivan* Thomas C. Sullivan	Chairman of the Board of Directors
/s/ John P. Abizaid* John P. Abizaid	Director
/s/ Bruce A. Carbonari* Bruce A. Carbonari	Director
/s/ David A. Daberko* David A. Daberko	Director
/s/ James A. Karman* James A. Karman	Director
/s/ Donald K. Miller* Donald K. Miller	Director
/s/ Frederick R. Nance* Frederick R. Nance	Director
/s/ William A. Papenbrock* William A. Papenbrock	Director
/s/ Charles A. Ratner* Charles A. Ratner	Director

2

Signature	Title
/s/ William B. Summers, Jr.* William B. Summers, Jr.	Director
/s/ Jerry Sue Thornton* Jerry Sue Thornton	Director
/s/ Joseph P. Viviano* Joseph P. Viviano	Director
*By: /s/ Edward W. Moore Edward W. Moore	Attorney-in-Fact

3

EXHIBIT INDEX

No.	Description
1.1	Underwriting Agreement (1)
4.1	Indenture, dated as of February 14, 2008, between the Company and The Bank of New York Trust Company, N.A.*
4.2	Form of Debt Securities (1)
4.3	Form of Warrant Agreement (1)
4.4	Form of Common Stock Warrant Certificate (1)
4.5	Form of Debt Securities Warrant Certificate (1)
4.6	Rights Agreement by and between the Company (as successor to RPM, Inc.) and Harris Trust and Savings Bank dated as of April 28, 1999, which is incorporated herein by reference to Exhibit 4.1 to the Company’s Registration Statement on Form 8-A as filed with the Commission on May 11, 1999.
4.61	Amendment to Rights Agreement dated as of December 18, 2000 by and among the Company (as successor to RPM, Inc.), Computershare Investor Services (formerly Harris Trust and Savings Bank) and National City Bank, which is incorporated herein by reference to Exhibit 4.4.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended May 31, 2001.
4.62	Second Amendment to Rights Agreement, dated as of October 15, 2002, among RPM, Inc., National City Bank (as successor rights agent to Computershare Investor Services, formerly Harris Trust and Savings Bank) and RPM International Inc., which is incorporated herein by reference to Exhibit 4.4.2 to the Company’s Registration Statement on Form S-8 (Registration No. 333-101501), as filed with the Commission on November 27, 2002.
4.7	Form of Specimen Certificate for Common Stock, which is incorporated herein by reference to Exhibit 4.3 to the Company’s Registration Statement on Form S-8 (File No. 333-101501), as filed with the Commission on November 27, 2002.
5.1	Form of Opinion of Calfee, Halter & Griswold LLP (filed herewith)(2)
5.2	Form of Opinion of Harter Secrest & Emery LLP (filed herewith)(2)
12	Computation of Ratio of Earnings to Fixed Charges*
23.1	Consent of Calfee, Halter & Griswold LLP (included as part of Exhibit 5.1)
23.2	Consent of Independent Registered Public Accounting Firm — Ernst & Young LLP*
23.3	Consent of Ciulla, Smith & Dale, LLP*
23.4	Consent of Crawford & Winiarski*
24	Powers of Attorney*
25	Statement of Eligibility under the Trust Indenture Act of 1939 of The Bank of New York Trust Company, N.A., as Trustee*

(1)	To be filed by amendment or incorporated by reference in connection with the offering of the offered securities.
(2)	Executed opinions will be filed by amendment or incorporated by reference in connection with the offering of the offered securities.
*	Previously filed.

4

EX-5.1

EXHIBIT 5.1

February ___, 2008

RPM International Inc.
2628 Pearl Road
P.O. Box 777
Medina, Ohio 44258

     We have acted as counsel for RPM International Inc. (the “Company”) in the preparation of a Registration Statement on Form S-3 (the “Registration Statement”) filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the shelf registration for possible offer and sale from time to time of an indeterminate amount of the following securities (collectively, the “Securities”) of the Company:

     (i) debt securities of the Company (the “Debt Securities”);

     (ii) shares of common stock, par value $0.01 per share, of the Company (the “Common Stock”);

     (iii) preferred stock, without par value, of the Company (the “Preferred Stock”);

     (iv) warrants to purchase Debt Securities or Common Stock (collectively, the “Warrants”); and

     (v) purchase contracts obligating holders to purchase Common Stock from the Company (the “Stock Purchase Contracts”).

     The Securities may be offered separately or as part of units with other Securities, in separate series, in amounts, at prices, and on terms to be set forth in the prospectus and one or more supplements to the prospectus (collectively, the “Prospectus”) constituting a part of the Registration Statement, and in the Registration Statement.

     The Debt Securities are to be issued under the indenture dated as of February 13, 2008 between the Company and The Bank of New York Trust Company, N.A., as trustee (the “Indenture”). The Warrants are to be issued under one or more warrant agreements (the “Warrant Agreements”), to be entered into by the Company and one or more warrant agents to be named by the Company. The Stock Purchase Contracts are to be issued under one or more purchase contract agreements (the “Purchase Contract Agreements”) to be entered into by the Company and one or more purchase contract agents to be named by the Company.

     Certain terms of the Securities to be issued by the Company from time to time will be approved by the Board of Directors of the Company or a committee thereof or certain authorized officers of the Company as part of the corporate action taken and to be taken (the “Corporate Proceedings”) in connection with the issuance of the Securities. We have examined or are otherwise familiar with the Certificate of Incorporation, as amended, of the Company, the By-Laws, as amended, of the Company, the Registration Statement, such of the Corporate Proceedings as have occurred as of the date hereof, and such other documents, records and instruments as we have deemed necessary or appropriate for the purposes of this opinion.

     Based upon the foregoing, we are of the opinion that:

     (i) the Common Stock, when authorized and sold as contemplated in the Registration Statement and the underwriting agreement applicable thereto, will be validly issued by the Company and will be fully paid and non-assessable;

     (ii) the Preferred Stock, when authorized and sold as contemplated in the Registration Statement and the underwriting agreement applicable thereto, will be validly issued by the Company and will be fully paid and non-assessable;

     (iii) the Debt Securities when authorized and sold as contemplated in the Registration Statement, the Indenture and the underwriting agreement applicable thereto will be validly issued by the Company and will constitute valid and legally binding obligations of the Company, enforceable in accordance with their terms, subject to bankruptcy, insolvency, moratorium, fraudulent conveyance and other similar laws affecting the rights and remedies of creditors generally, constitutional and public policy limitations and general principles of equity;

     (iv) the Warrants, when authorized and sold as contemplated in the Registration Statement and the Warrant Agreement applicable thereto, will be validly issued by the Company; and

     (v) the Stock Purchase Contracts when authorized and sold as contemplated in the Registration Statement and the Purchase Contract Agreement applicable thereto will be validly issued by the Company and will constitute valid and legally binding obligations of the Company, enforceable in accordance with their terms, subject to bankruptcy, insolvency, moratorium, fraudulent conveyance and other similar laws affecting the rights and remedies of creditors generally, constitutional and public policy limitations and general principles of equity.

     The foregoing opinions assume that, at the time of the authentication or delivery of the Securities, (i) the consideration designated in the applicable Corporate Proceedings for any Securities shall have been received by the Company in accordance with applicable law; (ii) the Indenture will not have been modified or rescinded; (iii) any Warrant Agreement or Purchase Contract Agreement shall have been duly authorized, executed and delivered by all parties thereto other than the Company; (iv) the Registration Statement shall have become effective under the Securities Act; and (v) the Indenture was duly qualified under the Trust Indenture Act of 1939, as amended, and will continue to be so qualified.

     We are attorneys licensed to practice law in the State of Ohio. The opinions expressed herein are limited solely to the Federal Law of the United States of America, the Delaware General Corporation Law, and the laws of the State of Ohio. We express no opinion as to the effect or applicability of the laws of any other jurisdiction except to the extent hereinafter set forth. Further, we note that the Indenture under which the Debt Securities are to be issued is governed by the laws of the State of New York. Accordingly, in rendering the opinions expressed in numbered paragraph (iii) above with respect to the Debt Securities, to the extent that the laws of the State of New York govern the matters as to which such opinions are expressed, we have relied upon the opinion of Harter Secrest & Emery LLP. In addition, in rendering the opinion set forth in numbered paragraph (iii), we express no opinion as to (i) the right to collect any payment to the extent that such payment constitutes a penalty, premium, forfeiture or late payment charge, (ii) whether the exercise of a remedy limits or precludes the exercise of another remedy, (iii) the right to intervene in any legal proceeding pursuant to Section 8.02(c) of the Indenture, (iv) the extent that any delay contemplated by Section 8.05 of the Indenture exceeds the applicable statute of limitations, or (iv) any purported right of indemnification or exculpation with respect to illegal acts, intentional torts, willful conduct, or violations of securities laws.

     We consent to the filing of this opinion with the Registration Statement and to the use of our name therein under the caption “Validity of Securities.” Such consent, however, is not an admission that we are in the category of persons whose consent is required under Section 7 of the Act.

Very truly yours,


CALFEE, HALTER & GRISWOLD LLP
 

EX-5.2

Exhibit 5.2

February ____, 2008

Calfee, Halter & Griswold LLP

1400 KeyBank Center
800 Superior Avenue
Cleveland, Ohio 44114-2688

Re:	RPM International Inc.
	Indenture and Securities

Ladies & Gentlemen:

     As counsel to and for RPM International Inc., a Delaware corporation (the “Company”), you have asked us to deliver to you this opinion as to specified matters of New York law relating to:

     1. that certain Indenture, dated February 14, 2008 (the “Indenture”) by and between the Company, as issuer, and The Bank of New York Trust Company, N.A. as trustee (the “Trustee”); and

     2. the form of Securities contained in the Indenture.

Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Indenture.

     Based upon, and subject to, the various assumptions and qualifications set forth herein, we are of the opinion, as of the date hereof, that:

     1. The Indenture is, and the Securities, when issued in accordance with the Indenture, will be, the valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms. This opinion is subject to (x) bankruptcy, insolvency, moratorium, fraudulent conveyance and other similar laws affecting the rights and remedies of creditors generally and (y) constitutional and public policy limitations and general principles of equity. In addition, we express no opinion as to (i) the right to collect any payment to the extent that such payment constitutes a penalty, premium, forfeiture, or late payment charge, (ii) whether the exercise of a remedy limits or precludes the exercise of another remedy, (iii) the right to intervene in any legal proceeding pursuant to Section 8.02(c) of the Indenture, (iv) the extent that any delay contemplated by Section 8.05 of the Indenture exceeds the applicable statute of limitations, or (v) any purported right of indemnification or exculpation with respect to illegal acts, intentional torts, willful conduct, or violations of securities laws.

Calfee, Halter & Griswold, LLP
February __, 2008
Page 2

     The foregoing opinion is based solely on a review of generally applicable laws of New York and not on the basis of any review of any orders, decrees, judgments or other determinations that may be specifically applicable to the Company.

     For the purpose of rendering the foregoing opinion, we have examined only (i) a copy of the form of the Indenture represented to us as being identical, in all respects material to this opinion, to the Indenture entered into by and between the Company and the Trustee, (ii) the form of the Securities contained in the Indenture, and (iii) and your opinion of counsel, dated the date hereof (the “Calfee Opinion”). Other than our review of the foregoing documents, we have not reviewed any other documents or made any independent investigation whatsoever for the purposes of rendering this opinion, and we make no representation as to the scope or sufficiency of our document review for your purposes. With your permission, our opinion is qualified in all respects by the scope of such document examination.

     In rendering the foregoing opinion, we have made such examination of laws as we have deemed relevant for the purposes hereof. We have not participated in any aspect of the negotiation, documentation or consummation of the transactions underlying or contemplated by, or entered into concurrently with, the Indenture or the Securities. Accordingly, we have, with your permission, assumed and relied, without independent investigation, upon inter alia, (i) the due formation, existence and good standing of, and the truth, accuracy and completeness of the representations contained in the Indenture and the Securities and made by the respective parties thereto, (ii) the due authorization, execution and valid delivery of the Indenture by the respective parties thereto, (iii) the due authorization, execution and issuance of the Securities in accordance with the Indenture (iv) the legality, validity and binding effect of the Indenture with respect to the Trustee, (v) that any action taken by any Person in connection with the performance or enforcement of the Indenture or the Securities to which it is a party will be lawful, commercially reasonable and taken in good faith and that such Person will perform its obligations, or seek to enforce its rights, under the Indenture and the Debt Securities only in circumstances and in a manner in which it is equitable and commercially reasonable to do so and otherwise in accordance with applicable law, (vi) the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and the conformity with the original documents of all documents submitted to us as reproduced copies, and the authenticity of all such latter documents, and (vii) the accuracy of the matters addressed in the Calfee Opinion.

     We express no opinion with respect to compliance by the Company or any other party with the disclosure or anti-fraud requirements of the New York “blue sky” laws or the effect of any non-compliance with such requirements on the enforceability of the Indenture or the Securities.

     We express no opinion herein as to any of the transactions underlying or contemplated by to the Indenture or the Securities. Without limiting the generality of the foregoing, we express no opinion with respect to the financial terms of those transactions, the fairness of those terms to any person or entity, or the satisfaction of any fiduciary duties that may exist.

Calfee, Halter & Griswold, LLP
February __, 2008
Page 3

     We express no opinion as to the law of any jurisdiction other than the law of the State of New York.

     This opinion speaks only as of the date of its issue and may not be relied upon to the extent subsequent legislative actions or judicial decisions cause changes in the law which would affect the validity of this opinion if given at that time. We assume no responsibility to revise or amend this opinion in the event of such actions or decisions. This opinion is being issued and delivered solely for your benefit and may not be relied upon by any other person. You may rely on this opinion letter in issuing your opinion of counsel to the Company in connection with the issuance of the Indenture and the Securities.

Very truly yours,