-----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, KLSPx/9eDhuckhi5r+B8nsdFu5mQuDf9p8RcykgBbuD92UdJ4mvg42pD1YBaMepn 5dLMrPrGe/PYPFhMjkM2Vg== 0000950129-02-002451.txt : 20020513 0000950129-02-002451.hdr.sgml : 20020513 ACCESSION NUMBER: 0000950129-02-002451 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20020513 EFFECTIVENESS DATE: 20020513 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ICO INC CENTRAL INDEX KEY: 0000353567 STANDARD INDUSTRIAL CLASSIFICATION: OIL, GAS FIELD SERVICES, NBC [1389] IRS NUMBER: 760566682 STATE OF INCORPORATION: TX FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-88094 FILM NUMBER: 02643426 BUSINESS ADDRESS: STREET 1: 5333 WESTHEIMER ROAD STREET 2: SUITE 600 CITY: HOUSTON STATE: TX ZIP: 77056 BUSINESS PHONE: 7133514100 MAIL ADDRESS: STREET 1: 5333 WESTHEIMER ROAD STREET 2: SUITE 600 CITY: HOUSTON STATE: TX ZIP: 77056 S-8 1 h96760s-8.txt ICO, INC. FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 13, 2002 REGISTRATION NO. 333-_____ ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------------------- ICO, INC. (Exact name of registrant as specified in its charter) TEXAS 76-0566682 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification Number) 5333 WESTHEIMER, SUITE 600 HOUSTON, TEXAS 77056 (Address of principal executive offices, including zip code) ---------------------- ICO, INC. SECOND AMENDED AND RESTATED 1993 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS ICO, INC. 1998 STOCK OPTION PLAN (Full title of the plan) TIMOTHY J. GOLLIN CHIEF EXECUTIVE OFFICER, ICO, INC. 5333 WESTHEIMER, SUITE 600 HOUSTON, TEXAS 77056 (Name and address of agent for service) (713) 351-4100 (Telephone number, including area code, of agent for service) Copies to: Kevin P. Lewis Vinson & Elkins L.L.P. 1001 Fannin Street, Suite 2300 Houston, Texas 77002 (713) 758-2222 CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------------- PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION TO BE REGISTERED REGISTERED (1) PER SHARE(2) PRICE FEE - ------------------------------------------------------------------------------------------------------------------- Common Stock, no par value (3)....... 700,000 shares $1.49 $1,043,000 $95.96 - -------------------------------------------------------------------------------------------------------------------
(1) This Registration Statement is filed for up to 100,000 shares of Common Stock issuable upon exercise of options granted pursuant to the ICO, Inc. Second Amended and Restated 1993 Stock Option Plan for Non-Employee Directors and up to 600,000 shares of Common Stock issuable upon exercise of the options granted pursuant to the ICO, Inc. 1998 Stock Option Plan. (2) Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c) and (h) under the Securities Act. The offering price per share and aggregate offering price for the unissued stock options and common stock are based upon the average of the high and low prices of registrant's common stock as reported on the Nasdaq National Market System on May 9, 2002. (3) Includes the preferred stock purchase rights associated with the Common Stock. ================================================================================ STATEMENT UNDER GENERAL INSTRUCTION E - REGISTRATION OF ADDITIONAL SHARES On December 18, 2001, the Board of Directors of ICO, Inc. (the "Company") approved (i) an amendment to the Company's Second Amended and Restated 1993 Stock Option Plan for Non-Employee Directors (the "1993 Plan") to increase the maximum number of shares of the Company's common stock, no par value (the "Common Stock"), that may be issued under the 1993 Plan from 310,000 to 410,000 and (ii) an amendment to the Company's 1998 Stock Option Plan (the "1998 Plan") to increase the maximum number of shares of Common Stock that may be issued under the 1998 Plan from 600,000 to 1,200,000. The Company's shareholders approved the amendments to the 1993 Plan and the 1998 Plan at the Company's Annual Meeting of Shareholders held March 15, 2002. This Registration Statement has been filed to register the additional 700,000 shares of Common Stock issuable pursuant to options to be granted under the 1993 Plan and the 1998 Plan, in each case as so amended. The additional shares to be registered by this Registration Statement are of the same class as those securities covered by the Company's previously filed Registration Statements on Form S-8 filed on December 22, 1999 (Registration No. 333-93352) (the "1999 Registration Statement") with respect to the 1993 Plan and on May 22, 1998 (Registration No. 333-53443) (the "1998 Registration Statement") with respect to the 1998 Plan. Pursuant to General Instruction E to Form S-8, the contents of the 1999 Registration Statement and the 1998 Registration Statement, including periodic reports that the Company filed after the dates of the 1999 Registration Statement and the 1998 Registration Statement to maintain current information about the Company, are incorporated herein by reference. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 8. EXHIBITS. The following exhibits are filed herewith: 5.1 Opinion of Vinson & Elkins L.L.P. 23.1 Consent of PricewaterhouseCoopers LLP 23.2 Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1) 24.1 Powers of Attorney (included on the signature page to this registration statement) 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, on the 8th day of May, 2002. ICO, INC. By: /s/ Timothy J. Gollin ------------------------------------ Timothy J. Gollin Chief Executive Officer KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Timothy J. Gollin and/or Christopher N. O'Sullivan, his true and lawful attorney-in-fact and agent, with full power of substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement on Form S-8, and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes may lawfully do or cause to be done by virtue hereof. 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 8th day of May, 2002.
SIGNATURE TITLE --------- ----- /s/ Christopher N. O'Sullivan President and Chairman - -------------------------------------------------------- Christopher N. O'Sullivan /s/ Timothy J. Gollin Chief Executive Officer - -------------------------------------------------------- (Principal Executive Officer) Timothy J. Gollin /s/ Jon C. Biro Chief Financial Officer and Treasurer - -------------------------------------------------------- (Principal Financial Officer) Jon C. Biro /s/ Bradley T. Leuschner Chief Accounting Officer - -------------------------------------------------------- (Principal Accounting Officer) Bradley T. Leuschner /s/ James D. Calaway Director - -------------------------------------------------------- James D. Calaway /s/ David E.K. Frischkorn, Jr. Director - -------------------------------------------------------- David E. K. Frischkorn, Jr. /s/ James E. Gibson Director - -------------------------------------------------------- James E. Gibson /s/ A. John Knapp Director - -------------------------------------------------------- A. John Knapp /s/ Walter L. Leib Director - -------------------------------------------------------- Walter L. Leib /s/ Charles T. McCord, III Director - -------------------------------------------------------- Charles T. McCord, III /s/ William C. Willoughby Director - -------------------------------------------------------- William C. Willoughby
INDEX TO EXHIBITS 5.1 Opinion of Vinson & Elkins L.L.P. 23.1 Consent of PricewaterhouseCoopers LLP 23.2 Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1) 24.1 Powers of Attorney (included on the signature page to this registration statement) EX-5.1 3 h96760ex5-1.txt OPINION OF VINSON & ELKINS L.L.P. Vinson & Elkins L.L.P. 1001 Fannin Street, Suite 2300 Houston, Texas 77002 EXHIBIT 5.1 May 7, 2002 ICO, Inc. 5333 Westheimer Suite 600 Houston, Texas 77056 Ladies and Gentlemen: We have acted as counsel for ICO, Inc., a Texas corporation (the "Company"), with respect to certain legal matters in connection with the registration by the Company under the Securities Act of 1933, as amended (the "Securities Act"), of the offer and sale of (i) up to an additional 100,000 shares (the "1993 Plan Additional Shares") of common stock, no par value ("Common Stock"), of the Company issuable upon exercise of options under the ICO, Inc. Second Amended and Restated 1993 Stock Option Plan for Non-Employee Directors (the "1993 Plan") and (ii) up to an additional 600,000 shares (the "1998 Plan Additional Shares" and together with the 1993 Plan Additional Shares, the "Additional Shares") of Common Stock issuable upon exercise of options under the ICO, Inc. 1998 Stock Option Plan (the "1998 Plan" and together with the 1993 Plan, the "Plans"). In connection with the foregoing, we have examined or are familiar with the Articles of Incorporation of the Company, the Amended and Restated Bylaws of the Company, the Plans and the Registration Statement on Form S-8 filed in connection with the registration of the Additional Shares (the "Registration Statement"), and such other certificates, instruments and documents as we have considered necessary or appropriate for purposes of this opinion. Based upon the foregoing, we are of the opinion that the Additional Shares have been duly authorized and, when the Additional Shares are issued in accordance with the provisions of the Plan, will be validly issued and fully paid and non-assessable. The foregoing opinion is limited to the laws of the United States of America and the State of Texas. For purposes of this opinion, we assume that the Additional Shares will be issued in compliance with all applicable state securities or Blue Sky laws. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act and the rules and regulations thereunder. Very truly yours, /s/ Vinson & Elkins L.L.P. VINSON & ELKINS L.L.P. EX-23.1 4 h96760ex23-1.txt CONSENT OF PRICEWATERHOUSECOOPERS LLP EXHIBIT 23.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated November 30, 2001 appearing on page F-2 of the ICO, Inc. Annual Report on Form 10-K for the fiscal year ended September 30, 2001. We also consent to the reference to us under the heading of "Experts" in such registration statement. /s/ PricewaterhouseCoopers, LLP PRICEWATERHOUSECOOPERS LLP Houston, Texas May 10, 2002 -----END PRIVACY-ENHANCED MESSAGE-----