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As filed with the Securities and Exchange Commission on June 24, 1998
Reg. No.333-____
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
OIL-DRI CORPORATION OF AMERICA
------------------------------
(Exact Name of Registrant as Specified in its Charter)
Delaware 36-2048898
------------------------ ------------------------------------
(State of Incorporation) (I.R.S. Employer Identification No.)
410 N. Michigan Avenue
Chicago, IL 60611
----------------------
(Address and Zip Code of Principal Executive Offices)
OIL-DRI CORPORATION OF AMERICA
1995 LONG-TERM INCENTIVE PLAN
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(Full Title of the Plan)
Brian P. Curtis
Oil-Dri Corporation of America
410 N. Michigan Ave.
Chicago, IL 60611
312-321-1515
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(Name, Address, and Telephone Number of Agent For Service)
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Price Aggregate
to be to be Per Share Offering Price
Registered Registered (1)<F1>(2)<F2> (1)<F1>(2)<F2>
- ----------------- ---------- -------------- ------------
Common Stock, par 1,000,000 $14.50 $14,500,000
value $.10 per shares
share
Class A Common See Note (3)<F3> See Note (3)<F3>
Stock, par value
$.10 per share
Class B Stock, See Note (3)<F3> See Note (3)<F3>
par value $.10
per share
================================================================================
Amount of
Registration
Fee (4)<F4>
- ------------
$4,277.50
See Note (3)<F3>
See Note (3)<F3>
================
<FN>
<F1>(1) Calculated pursuant to Rules 457(h)(1) and 457(c) based on the average
of the high and low prices reported for the Registrant's common stock on the
New York Stock Exchange Composite Tape on June 18, 1998.
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<F2>(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457 under the Securities Act of 1933, as amended.
<F3>(3) This Registration Statement covers, in aggregate, up to 1,000,000 shares
of either Common Stock, Class A Common Stock or Class B Stock issuable under
the Plan. Shares issuable under the Plan will be shares of (i) Common Stock
unless Class A Common Stock is issued and publicly traded, in which event
shares of Class A Common Stock will be issued. (At the date hereof, no
Class A Common Stock has been issued.); or (ii) Class B Stock, in the case
of Awards with respect to Class B Stock to Jaffee Family members who are
employees or officers of the Registrant or one of its subsidiaries that is
more than 50% owned by the Registrant.
<F4>(4) Pursuant to Rule 429, $2,405.31, the registration fee paid with respect
to the Company's Registration Statement No. 333-24977, with respect to its
registration of 500,000 shares being carried forward (and included in the
total of 1,000,000 shares registered hereby) has been credited against the
registration fee calculated above.
</FN>
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EXPLANATORY NOTE
As permitted by the rules of the Securities and Exchange Commission (the
"Commission"), this Registration Statement omits the information specified in
Part I of Form S-8.
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Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3: INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed with the Commission by Oil-Dri Corporation
of America (the "Company") are incorporated in this Registration Statement on
Form S-8 (the "Registration Statement") by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended July 31, 1997 ("1997 Form 10-K").
(b) All other reports filed by the Company pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")
since the end of the fiscal year covered by the 1997 Form 10-K.
(c) The description of the Company's Common Stock, par value $.10
per share (the "Common Stock"), Class A Common Stock, par value $.10 per share
(the Class A Common Stock) and Class B Stock, par value $.10 per share (the
"Class B Stock") under the caption Description of Common Stock, Class B Stock
and Class A Common Stock in the Company's Proxy Statement dated November 3,
1997.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a post-
effective amendment which indicates that all securities registered hereunder
have been sold or which deregisters all of the securities offered then remaining
unsold, shall be deemed to be incorporated herein by reference and to be a part
hereof from the date of filing of such documents.
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The consolidated financial statements and schedules included in the
Company's 1997 Form 10-K have been audited by Blackman Kallick Bartelstein,
independent auditors, as set forth in their report thereon, and are incorporated
herein by reference. Such consolidated financial statements are incorporated by
reference herein in reliance upon such report given upon the authority of said
firm as experts in accounting and auditing. Future financial statements of the
Company and the reports thereon of Blackman Kallick Bartelstein to be included
in subsequent filed documents also will be incorporated by reference in this
Registration Statement in reliance upon the authority of that firm as experts
in giving those reports to the extent such firm has audited those financial
statements and consented to the use of their reports thereon.
ITEM 4: DESCRIPTION OF SECURITIES
See Item 3(c), above, with respect to the Class A Common Stock and Class
B Stock. The Common Stock is registered under Section 12 of the Exchange Act.
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ITEM 5: INTERESTS OF NAMED EXPERTS AND COUNSEL
The legality of the Common Stock being originally offered hereunder has
been passed upon by Sonnenschein Nath & Rosenthal ("SNR"), counsel to the
Company, 8000 Sears Tower, Chicago, Illinois 60606. Mr. Paul J. Miller, a
partner of SNR and a director of the Company, beneficially owns 4904 shares of
the Company's Common Stock.
ITEM 6: INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the General Corporation Law of the State of Delaware (the
"Delaware Law") empowers a Delaware corporation to indemnify any persons who
are, or are threatened to be made, parties to any threatened, pending or
completed legal action, suit or proceeding, whether civil, criminal, admini-
strative or investigative (other than an action by or in the right of such
corporation), by reason of the fact that such person is or was an officer,
director, employee or agent of such corporation, or is or was serving at the
request of such corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise. The
indemnity may include expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by such person
in connection with such action, suit or proceeding, provided that such officer
or director acted in good faith and in a manner he reasonably believed to be in
or not opposed to the corporation's best interests, and, for criminal
proceedings, had no reasonable cause to believe his conduct was unlawful.
A Delaware corporation may indemnify officers and directors against expenses
(including attorneys' fees) in an action by or in the right of the corporation
under the same conditions, except that no indemnification is permitted without
judicial approval if the officer or director is adjudged to be liable to the
corporation. Where an officer or director is successful on the merits or other-
wise in the defense of any action referred to above, the corporation must
indemnify him against the expenses which such officer or director actually and
reasonably incurred.
In accordance with Section 102(b)(7) of the Delaware Law, the
Certificate of Incorporation, as amended, of the Company contains a provision to
limit the personal liability of the directors of the Company for violations of
their fiduciary duty. This provision eliminates director's liability to the
Company or its stockholders for monetary damages except (i) for any breach of
the director's duty of loyalty to the Company or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the Delaware Law providing
for liability of directors for unlawful payment of dividends or unlawful stock
purchases or redemptions, or (iv) for any transaction from which a director
derived an improper personal benefit. The effect of this provision is to
eliminate the personal liability of directors for monetary damages for actions
involving a breach of their fiduciary duty of care, including any such actions
involving gross negligence.
Article VII of the By-Laws of the Company provides for indemnification
of the officers and directors of the Company to the full extent permitted by
applicable law. The Company has in effect insurance policies providing both
directors' and officers' liability coverage and corporation reimbursement
coverage.
ITEM 7: EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
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ITEM 8: EXHIBITS
4.1 Certificate of Incorporation of the Company, as amended to date.
4.3 By-Laws of the Company as amended (Exhibit (3)(b) to the July 31,
1995 Form 10-K)*<F*>
5.1 Opinion of Sonnenschein Nath & Rosenthal
23.1 Consent of Sonnenschein Nath & Rosenthal (included in Exhibit 5.1)
23.2 Consent of Blackman Kallick Bartelstein
[FN]
<F*> Incorporated by reference.
</FN>
ITEM 9. UNDERTAKINGS
(a) Rule 415 Offering. The Company hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to the Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933 (the "Securities Act");
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration Statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Company pursuant to Section 13 or Section 15(d) of
the Exchange Act that are incorporated by reference in the Registration
Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amend-
ment any of the securities being registered which remain unsold at the
termination of the offering.
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(b) Incorporation of Subsequent Exchange Act Documents by Reference.
The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(h) Form S-8 Registration Statement.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
advised that in the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or paid
by a director, officer or controlling person of the Company in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, the
Company will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
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 Chicago, State of Illinois, on June 9, 1998.
OIL-DRI CORPORATION OF AMERICA
By: /s/ Daniel S. Jaffee
---------------------------
Daniel S. Jaffee
President & Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Daniel S. Jaffee and Brian P. Curtis and each of
them, his or her true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign any and all amendments to this
Registration Statement, and to file the same, with all exhibits thereto, and all
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done, in and about the premises, as fully to all intents and
purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact, and each of them, and agents or
their 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 dates indicated.
Signature Title Date
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/s/ Richard M. Jaffee Chairman of the Board of Directors June 9, 1998
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Richard M. Jaffee
/s/ Daniel S. Jaffee President, Chief Executive Officer, June 9, 1998
- ----------------------- and Director
Daniel S. Jaffee
/s/ Robert D. Jaffee Director June 9, 1998
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Robert D. Jaffee
/s/ Michael L. Goldberg Executive Vice President and Chief June 9, 1998
- ----------------------- Financial Officer
Michael L. Goldberg
/s/ Joseph C. Miller Vice Chairman and Director June 9, 1998
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Joseph C. Miller
/s/ James F. Japczyk Controller and Chief Accounting June 9, 1998
- ----------------------- Officer
James F. Japczyk
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Signature Title Date
--------- ----- ----
/s/ J. Steven Cole Director June 9, 1998
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J. Steven Cole
Director June __, 1998
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Arnold W. Donald
/s/ Ronald B. Gordon Director June 9, 1998
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Ronald B. Gordon
/s/ Edgar D. Jannotta Director June 9, 1998
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Edgar D. Jannotta
/s/ Paul J. Miller Director June 9, 1998
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Paul J. Miller
/s/ Haydn H. Murray Director June 9, 1998
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Haydn H. Murray
/s/ Alan H. Selig Director June 9, 1998
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Alan H. Selig
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INDEX TO EXHIBITS
Exhibit
Number Description of Exhibit
- -------- ----------------------
4.1 Certificate of Incorporation of the Company, as amended to date.
4.3 By-Laws of the Company amended June 16, 1995 (Exhibit (3)(b) to
the July 31, 1995 Form 10-K)*<F*>
5.1 Opinion of Sonnenschein Nath & Rosenthal
23.1 Consent of Sonnenschein Nath & Rosenthal (included in Exhibit
5.1)
23.2 Consent of Blackman Kallick Bartelstein
[FN]
<F*> Incorporated by reference.
</FN>