As filed with the Securities and Exchange Commission on December 20, 1999
Registration No. 333-_______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
A. SCHULMAN, INC.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 34-05145850
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(State of Organization) (I.R.S. Employer Identification No.)
3550 WEST MARKET STREET, AKRON, OHIO 44333
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(Address of Principal Executive Offices) (ZIP Code)
1981 INCENTIVE STOCK OPTION PLAN OF A. SCHULMAN, INC.
A. SCHULMAN, INC. 1991 STOCK INCENTIVE PLAN
A. SCHULMAN, INC. 1992 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
(the "Plans")
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(Full Title of the Plan)
Robert A. Stefanko Copy to: Daniel G. Berick, Esq.
A. Schulman, Inc. Berick, Pearlman & Mills
3550 West Market Street Co., L.P.A.
Akron, Ohio 44333 1350 Eaton Center
(330) 666-3571 1111 Superior Avenue
(Name, address and telephone Cleveland, OH 44114
number of agent for service) (216) 861-4900
CALCULATION OF REGISTRATION FEE
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Proposed
Maximum Proposed
Title of Offering Maximum
Securities Amount Price Aggregate Amount of
to be to be Per Offering Registration
Registered Registered(1) Share Price Fee(2)
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Common Stock,
$1 par value 2,000,000 $15.53125 $31,062,500 $8,200.50
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(1) An undetermined number of additional shares of Common Stock may be issued
if the antidilution provisions of the Plans become operative.
(2) Based upon the average of the high and low sales prices of the Common
Stock on December 17, 1999; determined in accordance withRule 457(c)
solely for purposes of determining the amount of the registration fee.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
STATEMENT OF THE REGISTRANT
The contents of the Registration Statement on Form S-8 (Commission file no.
33-69042) previously filed by the Registrant in respect of the Plans are
incorporated herein by reference.
This Registration Statement is being filed for the purpose of reflecting
the increase of the number of the Registrant's Common Shares reserved under its
1991 Stock Incentive Plan from 1,875,000 (giving effect to splits in the
Corporation's Common Stock subsequent to adoption of the 1991 Stock Incentive
Plan) to 3,875,000.
1
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 Akron, State of Ohio, on this 20th
day of December, 1999.
A. SCHULMAN, INC.
By: /s/ Robert A. Stefanko
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Robert A. Stefanko
Chairman of the Board of
Directors and Executive Vice
President - Finance and
Administration
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons on
behalf of the Registrant and in the capacities and on the date indicated.
SIGNATURE TITLE DATE
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/s/ Terry L. Haines December 20, 1999
- ------------------- Director and Principal -----------------
Terry L. Haines Executive Officer
/s/ Robert A. Stefanko December 20, 1999
- ---------------------- Director, Principal -----------------
Robert A. Stefanko Financial Officer and
Principal Accounting Officer
Alan L. Ockene* Director
Paul Craig Roberts* Director
Rene C. Rombouts* Director
Peggy Gordon Elliott* Director
Willard R. Holland* Director
James A. Karman* Director
James S. Marlen* Director
*By: /S/Robert A. Stefanko December 20, 1999
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Robert A. Stefanko
Attorney-in-Fact
*Powers of attorney authorizing Robert A. Stefanko to sign this
Registration Statement on Form S-8 on behalf of certain Directors of the
Company are being filed with the Securities and Exchange Commission herewith.
EXHIBIT INDEX
Exhibit Exhibit
Number Description
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4(a) Restated Certificate of Incorporation (incorporated by
reference to Exhibit 3(a) to the Company's Form 10-K
for fiscal year ended August 31, 1990).
4(b) Certificate of Amendment of Certificate of
Incorporation dated December 12, 1985 (incorporated by
reference to Exhibit 2(b) of the Company's Registration
Statement on Form 8-A dated January 15, 1996).
4(c) Certificate of Amendment of Certificate of
Incorporation dated January 9, 1987 (incorporated by
reference to Exhibit 3(b) to the Company's Form 10-K
for fiscal year ended August 31, 1994).
4(d) Certificate of Amendment of Certificate of
Incorporation dated December 10, 1987 (incorporated by
reference to Exhibit 3(c) to the Company's Form 10-K
for fiscal year ended August 31, 1991).
4(e) Certificate of Amendment of Certificate of
Incorporation dated December 6, 1990 (incorporated by
reference to Exhibit 3(d) to the Company's Form 10-K
for fiscal year ended August 31, 1991).
4(f) Certificate of Amendment of Certificate of
Incorporation dated December 9, 1993 (incorporated by
reference to Exhibit 2(f) to the Company's Registration
Statement on Form 8-A dated January 15, 1996).
4(g) Rights Agreement dated as of January 12, 1996, between
the Company and Society National Bank, as Rights Agent,
which includes as Exhibit B thereto the Form of Rights
Certificate (incorporated by reference to Exhibit 1 to
the Company's Registration Statement on Form 8-A, dated
January 15, 1996).
3
Exhibit Exhibit
Number Description
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4(h) Amendment No. 1 to Rights Agreement dated as of
November 21, 1997 between the Company, KeyBank National
Association (as successor by merger to Society National
Bank) and First Chicago Trust Company of New York as
successor Rights Agent (incorporated by reference to
Exhibit 1(b) to the Company's Amendment No. 1 to
Registration Statement on Form 8-A/A).
4(i) A. Schulman, Inc. 1991 Stock Incentive Plan
(incorporated by reference to Exhibit 10(b) to the
Company's Form 10-K for fiscal year ended August 31,
1991).
4(j) Amendment to A. Schulman, Inc. 1991 Stock Incentive
Plan (incorporated by reference to Exhibit 10.9 to the
Company's Form 10-Q for the fiscal quarter ended
February 29, 1996).
4(k) Second Amendment to A. Schulman, Inc. 1991 Stock
Incentive Plan.
4(l) Third Amendment to A. Schulman, Inc. 1991 Stock Incentive
Plan.
4(m) A. Schulman, Inc. 1992 Non-Employee Directors' Stock
Option Plan (incorporated by reference to Exhibit A to
the Company's Proxy Statement dated November 12, 1992
filed as Exhibit 28 to the Company's Form 10-K for
fiscal year ended August 31, 1992).
4(n) Amendment to A. Schulman, Inc. 1992 Non-Employee
Directors' Stock Option Plan (incorporated by reference
to Exhibit 10.10 to the Company's Form 10-Q for the
fiscal quarter ended February 29, 1996).
4(o) Second Amendment to A. Schulman, Inc. 1992 Non-Employee
Directors' Stock Option Plan (incorporated by reference
to Exhibit 10(e) to the Company's Form 10-K for the
fiscal year ended August 31, 1999).
4(p) Third Amendment to A. Schulman, Inc. 1992 Non-Employee
Directors' Stock Option Plan.
4
Exhibit Exhibit
Number Description
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5 Opinion of Berick, Pearlman & Mills Co.,
L.P.A. as to the Common Shares being
registered
23(a) Consent of PricewaterhouseCoopers LLP
23(b) Consent of Berick, Pearlman & Mills Co., L.P.A.
(contained in opinion filed as Exhibit 5)
24 Powers of Attorney
5