As filed with the Securities and Exchange Commission on March 10, 1998
Registration No. 333-________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
OWENS-ILLINOIS, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
22-2781933
(I.R.S. Employer Identification No.)
One SeaGate
Toledo, Ohio
(Address of principal executive offices)
43666
(Zip Code)
1997 EQUITY PARTICIPATION PLAN
Copy to:
THOMAS L. YOUNG, ESQ. Robert A. Koenig
Executive Vice President - Latham & Watkins
Administration, 633 West Fifth Street
General Counsel and Secretary Suite 4000
Owens-Illinois, Inc. Los Angeles, California 90071
One SeaGate (213) 485-1234
Toledo, Ohio 43666
(419) 247-5000
(Name, address, including zip code,
and telephone number, including area
code, of agent for service)
CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------
Proposed
Title of Each Amount Maximum Proposed
Class of of Shares Offering Maximum
Securities to be Price Aggregate Amount of
to be Registered Per Offering Registration
Registered (1) Share (2) Price Fee
- -------------- ---------- --------- --------- ------------
Common Stock,
par value $.01
per share (1) 10,000,000 $41.1373 $411,372,533 $121,254.90
- -------------------------------------------------------------------------------
(continued on next page)
(continuation of cover page)
(1) The 1997 Equity Participation Plan of Owens-Illinois, Inc. (the "Plan")
authorizes the issuance of a maximum of 10,000,000 shares. Of such
shares, 1,141,350 are subject to presently outstanding options granted
under the Plan and 33,142 are subject to restricted stock agreements in
connection with deferred compensation plans.
(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 $31.625 of outstanding options for
1,140,150 shares, (2) the exercise price per share of $34.875 of
outstanding options for 1,200 shares, (3) the fair value per share of
$39.00 for 33,142 shares subject to restricted stock agreements, and (4)
for the remaining 8,825,508 shares, the average of the high and low
prices reported on the New York Stock Exchange for the Company's Common
Stock on March 3, 1998, which was $42.375.
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" or the "Registrant"), are incorporated as of their respective
dates in this Registration Statement by reference:
A. The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996;
B. All other reports filed by the Company pursuant to Sections 13(a)
and 15(d) of the Securities Exchange Act of 1934 since December
31, 1996; and
C. Description of the Company's Common Stock contained in the
Company's Registration on Form 8-A filed with the Commission on
December 3, 1991.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934, 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
See item 3.C. above
Item 5. Interests of Named Experts and Counsel
Not applicable.
1
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 Registrant's Bylaws provides for
indemnification of the Registrant's officers and directors to the extent
permitted by the Delaware General Corporation Law, and the Registrant
maintains insurance covering certain liabilities of the directors and officers
of the Registrant and its subsidiaries.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
3.1 Restated Certificate of Incorporation of Owens-Illinois, Inc.
Incorporated by reference to Exhibit 3.1 to Registrant's
Registration Statement File No. 33-43224.
3.2 Bylaws of Owens-Illinois, Inc. Incorporated by reference to
Exhibit 3.2 to Registrant's Registration Statement File No. 33-
43224.
4.1 1997 Equity Participation Plan of Owens-Illinois, Inc (the
"Plan"). Incorporated by reference to Exhibit 10.5 to
Registrant's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1997, File No. 1-9576.
*4.2 First Amendment to 1997 Equity Participation Plan of Owens-
Illinois, Inc.
*4.3 Form of Non-Qualified Stock Option Agreement for use under the
Plan.
*4.4 Form of Restricted Stock Agreement for use under the Plan.
*5.1 Opinion of Latham & Watkins regarding the legality of the Common
Stock being registered.
*23.1 Consent of Ernst & Young LLP.
*23.2 Consent of KPMG S.p.A.
*23.3 Consent of Arthur Andersen S.p.A.
*23.4 Consent of AUDIHISPANA.
23.5 Consent of Latham & Watkins (included in Exhibit 5.1).
2
*23.6 Consent of McCarter & English.
24 Power of Attorney (included on page 4).
*Filed herewith
Item 9. Undertakings
(a) The undersigned Registrant hereby undertakes:
(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 Securities Exchange Act of 1934
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
Securities Exchange Act of 1934 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.
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(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
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 10th
day of March, 1998.
OWENS-ILLINOIS, INC
By: /s/ Thomas L. Young
----------------------------
Thomas L. Young
Executive Vice President-
Administration,
Secretary and General Counsel
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. Each person whose signature appears
below hereby authorizes Thomas L. Young and Lee A. Wesselmann, and each of
them, as attorney-in-fact, with full power of substitution, to sign on his
behalf, individually and in such capacity stated below, and to file any
amendments, including post-effective amendments or supplements, to this
Registration Statement.
Signature Title Date
--------- ----- ----
/s/ Joseph H. Lemieux Chairman, Chief Executive March 10, 1998
- --------------------- Officer and Director
Joseph H. Lemieux (Principal Executive Officer)
/s/ Lee A. Wesselmann Senior Vice President, Chief March 10, 1998
- --------------------- Financial Officer and Director
Lee A. Wesselmann (Principal Financial and
Accounting Officer)
/s/ Henry R. Kravis Director March 10, 1998
- -------------------
Henry R. Kravis
/s/ Michael W. Michelson Director March 10, 1998
- ------------------------
Michael W. Michelson
/s/ James H. Greene, Jr. Director March 10, 1998
- ------------------------
James H. Greene, Jr.
5
/s/ George R. Roberts Director March 10, 1998
- ---------------------
George R. Roberts
/s/ Robert J. Dineen Director March 10, 1998
- --------------------
Robert J. Dineen
/s/ Edward A. Gilhuly Director March 10, 1998
- ---------------------
Edward A. Gilhuly
/s/ Robert J. Lanigan Director March 10, 1998
- ---------------------
Robert J. Lanigan
/s/ Robert I. MacDonnell Director March 10, 1998
- ------------------------
Robert I. MacDonnell
/s/ John J. McMackin, Jr. Director March 10, 1998
- -------------------------
John J. McMackin, Jr.
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INDEX TO EXHIBITS
EXHIBIT
- -------
3.1 Restated Certificate of Incorporation of Owens-Illinois, Inc.
Incorporated by reference to Exhibit 3.1 to Registrant's
Registration Statement File No. 33-43224.
3.2 Bylaws of Owens-Illinois, Inc. Incorporated by reference to
Exhibit 3.2 to Registrant's Registration Statement File No. 33-
43224.
4.1 1997 Equity Participation Plan of Owens-Illinois, Inc.,
(the"Plan"). Incorporated by reference to Exhibit 10.5 to
Registrant's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1997, File No. 1-9576.
*4.2 First Amendment to 1997 Equity Participation Plan of Owens-
Illinois, Inc.
*4.3 Form of Non-Qualified Stock Option Agreement for use under the
Plan.
*4.4 Form of Restricted Stock Agreement for use under the Plan.
*5.1 Opinion of Latham & Watkins regarding the legality of the Common
Stock being registered.
*23.1 Consent of Ernst & Young LLP.
*23.2 Consent of KPMG S.p.A.
*23.3 Consent of Arthur Andersen S.p.A.
*23.4 Consent of AUDIHISPANA.
23.5 Consent of Latham & Watkins (included in Exhibit 5.1).
*23.6 Consent of McCarter & English.
24 Power of Attorney.
*Filed herewith
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