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. 2 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, 15th Floor
Cleveland, Ohio 44114-1151
(Address of Principal Executive Offices)
Oglebay Norton Incentive Savings and Stock Ownership Plan
Oglebay Norton Company Performance Option Agreement
Oglebay Norton Company Director Fee Deferral Plan
Oglebay Norton Company 1999 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, 15th 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. 2 to deregister certain securities originally registered pursuant to separate Registration Statements on Form S-8 filed on March 29, 1999, registration nos. 333-75221, 333-75223, and 333-75225, and August 2, 1999, registration no. 333-84243 (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 Incentive Savings and Stock Ownership Plan, Oglebay Norton Company Director Fee Deferral Plan, the Oglebay Norton Company Performance Option Agreement, and the Oglebay Norton Company 1999 Long-Term Incentive Plan and Option Agreements with two executive officers, respectively (collectively, the “Plans”).
An aggregate of 1,003,174 shares of Common Stock were registered for issuance pursuant to the Plans. Of those, 200,000 shares were registered for the Oglebay Norton Incentive Savings and Stock Ownership Plan, 100,000 shares were registered for the Oglebay Norton Company Director Fee Deferral Plan, 380,174 shares were registered for the Oglebay Norton Company Performance Option Agreement, and 300,000 shares were registered for the Oglebay Norton Company 1999 Long-Term Incentive Plan and 23,000 shares were registered for Option Agreements with two executive officers.
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. 2 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.
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| OGLEBAY NORTON COMPANY |
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| 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. 2 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 |
