Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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Owens-Illinois, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 22-2781933
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(State or other (IRS Employer
jurisdiction of Identification No.)
incorporation or
organization)
One SeaGate, Toledo, Ohio 43666
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(Address of principal executive offices) (Zip Code)
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STOCK OPTION PLAN FOR
DIRECTORS OF OWENS-ILLINOIS, INC.
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Copy to:
THOMAS L. YOUNG, ESQ.
Executive Vice President- ROBERT K. BURGESS, ESQ.
Administration Latham & Watkins
and General Counsel 233 South Wacker Drive
Owens-Illinois, Inc. Suite 5800
One SeaGate Chicago, Illinois 60606
Toledo, Ohio 43666 (312) 876-7700
(419) 247-5000
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(Name, address, including zip code,
and telephone number, including
area code, of agent for service)
(cover page continued over)
Calculation of Registration Fee
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Amount Proposed Proposed
of Shares Maximum Maximum
Title of Each to be Offering Aggregate Amount of
Class of Securities Registered Price Per Offering Registration
to be Registered (1) Share (2) Price Fee
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Common Stock,
par value
$.01 per share (1) 200,000 $ 10.8375 $2,167,500 $747.42
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(1) The Stock Option Plan for Directors of Owens-Illinois, Inc. (the "Plan")
authorizes the issuance of a maximum of 200,000 shares. Of such shares,
36,573 are subject to presently outstanding options granted under the
Plan.
(2) For purposes of computing the registration fee only. Pursuant to Rule
457(c), the Proposed Maximum Offering Price Per Share is based upon (1)
the exercise price per share of $12.625 of outstanding options for
36,573 shares and (2) for the remaining 163,427 shares, the average of
the high and low prices reported on the New York Stock Exchange for the
Company's Common Stock on December 23, 1994, which was $10.4375.
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PART I
Item 1. Plan Information
Not required to be filed with this Registration Statement.
Item 2. Registrant Information and Employee Plan Annual Information
Not required to be filed with this Registration Statement.
PART II
Item 3. Incorporation of Documents by Reference
The following documents filed with the Securities and Exchange
Commission (the "Commission") by Owens-Illinois, Inc, a Delaware corporation
(the "Company"), are incorporated as of their respective dates in this
Registration Statement by reference:
A. The Company's Annual Report on Form 10-K filed with the
Commission pursuant to Section 13(a) or 15(d) under the
Securities Exchange Act of 1934,as amended (the "Exchange Act")
for the fiscal year ended December 31, 1993;
B. All other reports filed by the Company pursuant to Sections
13(a) and 15(d) of the Exchange Act since December 31, 1993;
and
C. Description of the Company's Common Stock contained in the
Company's Registration Statement on Form S-2 filed with the
Commission on October 17, 1991 (No. 33-43224).
All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, are incorporated by
reference in this Registration Statement and are a part hereof from the date
of filing such documents. Any statement contained in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
Item 4. Description of Securities
Not applicable.
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Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
Section 145 of the Delaware General Corporation Law provides that
a corporation shall have the power, and in some cases is required, to indemnify
an agent, including an officer or director, who was or is a party or is
threatened to be made a party to any proceedings, against certain expenses,
judgments, fines, settlements and other amounts under certain circumstances.
Article III, Section 13 of the Company's Bylaws provides for indemnification
of the Company's officers and directors to the extent permitted by the
Delaware General Corporation Law, and the Company maintains insurance covering
certain liabilities of the directors and officers of the Company and its
subsidiaries.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
4.1 Restated Certificate of Incorporation of the Company.
Incorporated by reference to Exhibit No. 3.1 to the
Company's Registration Statement, File No. 33-43224.
4.2 Bylaws of the Company. Incorporated by reference to
Exhibit No. 3.2 to the Company's Registration Statement,
File No. 33-43224.
*4.3 Stock Option Plan for Directors of Owens-Illinois, Inc.
*4.4 Form Stock Option Agreement.
*5.1 Opinion of Latham & Watkins regarding the legality of the
Common Stock being registered.
*23.1 Consent of Independent Auditors.
23.2 Consent of Latham & Watkins (included in Exhibit 5.1).
*24 Power of Attorney.
______________________
*Filed herewith
Item 9. Undertakings
(a) The undersigned Registrant hereby undertakes:
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(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this
Registration Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of this 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)
shall not apply to information contained in periodic reports filed by the
registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that
are incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, 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
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of
the registrant'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 this Registration Statement shall be deemed to be
a new registration statement relating to the securities offered herein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or proceeding) is
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asserted by such director, officer or controlling person in connection with
the securities being registered, the registrant 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 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
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, in the city of Toledo, State of Ohio, on this 29th
day of December, 1994.
OWENS-ILLINOIS, INC.
By: /s/ Thomas L. Young
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Executive Vice President
Administration
General Counsel and Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons on behalf of
Owens-Illinois, Inc. and in the capacities and on the dates indicated.
Signature Title
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Joseph H. Lemieux Chairman, Chief Executive
Officer and Director
(Principal Executive Officer)
Lee A. Wesselmann Senior Vice President, Chief
Financial Officer and
Director (Principal Financial
Officer)
David G. Van Hooser Vice President, Treasurer
and Comptroller (Principal
Accounting Officer)
Michael W. Michelson Director
James H. Greene, Jr. Director
Edward A. Gilhuly Director
John J. McMackin, Jr. Director
By: /s/ Thomas L. Young
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Thomas L. Young
Attorney-in-fact
Date: December 29, 1994
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INDEX TO EXHIBITS
EXHIBIT
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4.3 Stock Option Plan for Directors of Owens-Illinois, Inc.
4.4 Form Stock Option Agreement.
5.1 Opinion of Latham & Watkins regarding the legality
of the Common Stock being registered.
23.1 Consent of Independent Auditors.
24 Power of Attorney.
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