Oglebay Norton Co /ohio S-8 POS Registration of securities for employees (post-effective amendment)

As filed with the Securities and Exchange Commission on December 14, 2005

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

POST-EFFECTIVE AMENDMENT NO. 3 TO

REGISTRATION STATEMENTS ON FORM S-8

Under

The Securities Act of 1933

OGLEBAY NORTON COMPANY

(Exact Name of Registrant as Specified in Its Charter)

OHIO	34-1888342
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification Number)

North Point Tower

1001 Lakeside Avenue, 15^th Floor

Cleveland, Ohio 44114-1151

(Address of Principal Executive Offices)

Oglebay Norton Company Director Stock Plan

Oglebay Norton Long-Term Incentive Plan

(Full Title of the Plans)

Rochelle F. Walk

Vice President, General Counsel and Secretary

Oglebay Norton Company

North Point Tower

1001 Lakeside Avenue, 15^th Floor

Cleveland, Ohio 44114

Telephone: (216) 861-3300

(Name, Address and Telephone Number, Including Area Code, of Agent for Service)

EXPLANATORY STATEMENT

Oglebay Norton Company, an Ohio corporation (the “Registrant”) is filing this Post-Effective Amendment No. 3 to deregister certain securities originally registered pursuant to separate Registration Statements on Form S-8 filed on April 26, 1995 (registration no. 033-58819), as amended on Post-Effective Amendment No. 1 to Form S-8 filed on February 22, 2000 (registration no. 033-58819-99), and April 24, 1996 (registration no. 333-02781), as amended on Post-Effective Amendment No. 2 to Form S-8 filed on August 2, 1999 (registration no. 333-02781-99), (collectively, the “Registration Statements”), with respect to shares of the Registrant’s Common Stock, par value $1.00 (“Common Stock”), and related plan interests, thereby registered for offer or sale pursuant to the Oglebay Norton Company Director Stock Plan and the Oglebay Norton Company Long-Term Incentive Plan, respectively (collectively, the “Plans”).

An aggregate of 115,000 shares of Common Stock were registered for issuance pursuant to the Plans. Of those, 100,000 shares were registered for the Oglebay Norton Company Long-Term Incentive Plan and 15,000 shares were registered for the Oglebay Norton Company Director Stock Plan.

In connection with the Registrant’s emergence from chapter 11 bankruptcy protection on January 31, 2005, all outstanding shares of Common Stock were canceled as of such date, including without limitation the Common Stock registered pursuant to the Registration Statements for offer or sale under the Plans.

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 Post-Effective Amendment No. 3 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on December 14, 2005.

OGLEBAY NORTON COMPANY
By:	/s/ Rochelle F. Walk
	Rochelle F. Walk
	Vice President, General Counsel
	and Secretary

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 3 to Form S-8 has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Michael D. Lundin Michael D. Lundin	President and Chief Executive Officer and Director (Principal Executive Officer)	December 14, 2005
/s/ Julie A. Boland Julie A. Boland	Vice President, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)	December 14, 2005
/s/ Thomas O. Boucher, Jr. Thomas O. Boucher, Jr.	Director, Chairman	December 14, 2005
/s/ DeLyle W. Bloomquist DeLyle W. Bloomquist	Director	December 14, 2005
/s/ Eugene I. Davis Eugene I. Davis	Director	December 14, 2005
/s/ Laurence V. Goddard Laurence V. Goddard	Director	December 14, 2005
/s/ Robert H. Kanner Robert H. Kanner	Director	December 14, 2005
/s/ John P. O’Brien John P. O’Brien	Director	December 14, 2005