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As filed with the Securities and Exchange Commission on February 20, 1996
Registration No. 33-46182
__________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Amendment 1 to Form S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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MEDUSA CORPORATION
(Exact name of registrant as specified in its charter)
Ohio 34-039-4630
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
3008 Monticello Boulevard
Cleveland Heights, Ohio 44118
(Address of Principal Executive Offices) (Zip Code)
MEDUSA CORPORATION
1991 LONG-TERM INCENTIVE PLAN
(Full title of the plan)
John P. Siegfried, Secretary
Medusa Corporation
3008 Monticello Boulevard
Cleveland Heights, Ohio 44118
(Name and address of agent for service)
(216) 371-4000
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
maximum maximum
Title of Additional offering aggregate Amount of
securities Amount to be price per offering registration
to be registered registered share(1) price(1) fee
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Common Shares, without par value 1,000,000 $24.25 $24,250,000 $8,362
shares
(1)Inserted solely for the purpose of calculating the registration fee
pursuant to Rule 457(h). The fee is calculated, as to the 1,000,000 shares, on
the basis of the average of the high and low prices for the Registrant's Common
Shares reported on the New York Stock Exchange-Composite Tape on May 9, 1994
($24.25 per share) (see attached).
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AMENDED AND RESTATED
PART I
PROSPECTUS
MEDUSA CORPORATION
OFFERED AS SET FORTH HEREIN TO OFFICERS AND CERTAIN KEY EMPLOYEES OF MEDUSA
CORPORATION, ("MEDUSA" OR "THE "COMPANY") AND ITS SUBSIDIARY
COMPANIES PURSUANT TO THE FOLLOWING:
_________________________
1991 LONG-TERM INCENTIVE PLAN
(1,500,000 COMMON SHARES,
WITHOUT PAR VALUE)
_________________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
____________________
THE DATE OF THIS AMENDED AND RESTATED PROSPECTUS IS FEBRUARY 20, 1996.
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AMENDED AND RESTATED
THIS MATERIAL CONSTITUTES PART OF THE PROSPECTUS
COVERING THESE SECURITIES,
WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.
MEDUSA CORPORATION
SUMMARY OF THE PLAN
The Board of Directors of Medusa Corporation ("Medusa" or the
"Company") adopted a new incentive benefit plan on February 25, 1991, believing
that the continuation of a sound long-term incentive benefit program was in the
best interests of Medusa in its continuing efforts to attract and retain highly
competent employees and to act as an incentive in motivating selected officers
and other key employees of Medusa and its subsidiaries to achieve long-term
corporate objectives. The 1991 Long-Term Incentive Plan of Medusa Corporation
("1991 Plan") was approved by the shareholders of Medusa at the Annual Meeting
of Shareholders held on May 6, 1991. The 1991 Plan allows the Organization and
Compensation Committee of the Board of Directors (the "Committee") the
flexibility to award various types of long-term compensation incentives. Such
grants may, but need not, be based upon criteria such as increased shareholder
value, earnings per share, return on investment, return on shareholders' equity
and other company and individual performance goals.
The 1991 Plan may be amended, modified or terminated at any time by
action of the Board of Directors of the Company and, with the consent of the
participant, any outstanding agreement or award may be amended, modified or
terminated by action of the Committee. Shareholder approval is required for
any modification which would (i) increase the total number of Medusa
Corporation Common Shares, without par value (the "Common Shares"), with
respect to which options may be granted, (ii) change the employees or class of
employees to whom options may be granted or (iii) materially increase the
benefits accruing to participants under the 1991 Plan. Notwithstanding the
foregoing, Common Shares that are reserved for issuance pursuant to the 1991
Plan are appropriately and proportionately adjusted to reflect any stock
dividend, stock split or other change in the Company's capitalization. The
1991 Plan has no fixed expiration date. The Committee is authorized to
establish expiration and exercise dates on an award-by-award basis. However,
for the purpose of awarding Incentive Stock Options under Section 422A of the
Code, the 1991 Plan will expire on May 6, 2001, which is ten years from the
date of shareholder approval. The 1991 Plan is not subject to any provisions
of the Employee Retirement Income Security Act of 1974.
PLAN ADMINISTRATION
The 1991 Plan is administered by the Committee. The members of the
Committee are appointed by the full Board of Directors of the Company for
one-year terms. All Committee members are ineligible, and have been ineligible
for a period of at least one year prior to their appointment, to participate in
the 1991 Plan or any other restricted stock, stock option or stock appreciation
right plan of the Company or any of its affiliates. The names of the members
of the Committee who presently administer the 1991 Plan are:
Dorsey R. Gardner
Jean Gaulin
Dwight C. Minton
Boris Yavitz, Chairman
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Each of the members and the Committee maintains an address for
correspondence with respect to Committee business at the offices of the
Company, at 3008 Monticello Boulevard, Cleveland Heights, Ohio 44118.
Subject to the express terms of the 1991 Plan, the Committee has
conclusive authority to construe and interpret the 1991 Plan, any restricted
stock, stock option or stock appreciation right agreement entered into
thereunder, and to establish, amend and rescind rules and regulations for its
administration. The Committee also has such additional authority with respect
to the 1991 Plan as the Board of Directors may from time-to-time determine to
be necessary or desirable.
PRINCIPAL FEATURES OF THE 1991 PLAN
AMOUNT OF STOCK - The 1991 Plan currently provides for awards of up to
1,500,000 shares, subject to anti-dilution adjustments upon the occurrence of
significant corporate events. The shares to be offered under the 1991 Plan
will be either authorized and unissued shares or issued shares which have been
reacquired by Medusa.
ELIGIBILITY AND PARTICIPATION - All officers and Committee-designated
key employees of Medusa or any subsidiary are eligible to participate,
including officers who are also Directors of Medusa or its subsidiaries. The
Committee may also grant awards to non-employees who, in the judgment of the
Committee, render significant service to Medusa or any of its subsidiaries.
With respect to future awards, at the time of the filing of this amendment, the
Committee has made no determination as to the particular officers and key
employees to whom long-term incentive benefits under the 1991 Plan will be
made, the type of incentive compensation under the 1991 Plan which will be
awarded or the number of share benefits which will be awarded to any person.
RESTRICTED SHARE COMPONENT OF THE 1991 PLAN
The Committee may award to a participant Common Shares subject to
specified restrictions ("Restricted Shares"). Restricted Shares are subject to
forfeiture if the participant does not meet certain conditions such as
continued employment over a specified forfeiture period (the "Forfeiture
Period") and/or the attainment of specified performance targets over the
Forfeiture Period. The terms and conditions of Restricted Share awards are
determined by the Committee, provided that, unless otherwise determined by the
Board, the specified Forfeiture Period may not be less than one year.
Participants who have been awarded Restricted Shares will have all of
the rights of a holder of outstanding Common Shares, including the right to
vote such shares and to receive dividends. During the Forfeiture Period,
Restricted Shares are nontransferable and may be held in custody by Medusa or
its designated agent, or if the certificate is properly legended, by the
participant. Upon the lapse or release of all restrictions, an unrestricted
certificate will be provided to the participant.
The Committee, at its sole discretion, may waive all restrictions with
respect to a Restricted Share award under certain circumstances (including the
death, disability, or retirement of a participant, or a material change in
circumstances arising after the date of grant) subject to such terms and
conditions as it deems appropriate. However, only the Board may waive
restrictions within one year of the date of grant.
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STOCK OPTION COMPONENT OF THE 1991 PLAN
The Committee may grant to a participant non-qualified stock options,
Incentive Stock Options or a combination thereof. The terms and conditions of
stock option grants including the quantity, price, waiting periods, and other
conditions on exercise will be determined by the Committee. Incentive Stock
Option grants are made in accordance with Section 422A of the Code.
The exercise price for stock options will be determined by the
Committee at its discretion, provided that the exercise price for each
Incentive Stock Option is at least equal to 100% of the fair market value of a
Common Share on the date when the stock option is granted. Unless otherwise
authorized by the Board, generally no stock option may be exercised prior to
six months from the date of grant.
Upon a participant's termination of employment for any reason, any
stock options which were not exercisable on the participant's termination date
will expire. In the case of a participant who retires from Medusa and
continues to render significant services to Medusa after retirement, the
Committee, at its discretion, may permit the period during which the
participant continues to render such services to Medusa to count toward the
participant's vesting requirement with respect to stock options that were not
exercisable at the time of the participant's termination of employment.
Except with respect to stock option awards made by the Committee after
May 9, 1994 to the Chairman and President ("Senior Executive Officers"; whose
awards continue to survive on a post-employment basis for the balance of the
exercise period), upon a participant's termination of employment for reasons
other than death, disability or normal retirement, stock options which were
exercisable on the participant's termination date will expire three months from
the date of termination, unless the right to exercise the options is extended
by the Committee at its discretion. In general, upon a participant's
termination by reason of death, disability or normal retirement, stock options
which were exercisable on the participant's termination date may continue to be
exercised by the participant (or the participant's beneficiary) for a period of
five years from the date of the participant's termination of employment.
Subject to the Committee's discretion, payment for Common Shares on
the exercise of stock options may be made in cash, Common Shares, a combination
of cash and Common Shares or in any other form of consideration acceptable to
the Committee (including one or more "cashless" exercise forms). The Committee
has the discretion to cause Medusa to assist a participant in exercising stock
options by lending sufficient cash to the participant or by guaranteeing a
participant's bank loan. In such event, Medusa would hold the shares acquired
upon exercise of the option as security for repayment of the loan. On March
27, 1995, the Board of Directors approved a non-substantive amendment to the
1991 Plan, authorizing an annual limitation of 100,000 in the issuance of stock
options to a participant, thereby qualifying such awards as "performance-based
compensation" under Section 162(m) of the Code.
STOCK APPRECIATION RIGHT COMPONENT OF THE 1991 PLAN
Stock Appreciation Rights ("SARs") may be granted by the Committee to
a participant either separate from or in tandem with non-qualified stock
options or Incentive Stock Options. SARs may be granted at the time of the
stock option grant or, with respect to non-qualified stock options, at anytime
prior to the exercise of the stock option. An SAR entitles the participant to
receive, upon its exercise, a payment equal to (i) the difference between the
SAR exercise price and the fair market value of a Common Share on the exercise
date, times (ii) the number of Common Shares with respect to which the SAR is
exercised. Upon exercise of an
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SAR with respect to Common Shares, the number of Common Shares covered by the
SARs related stock option, if any, are correspondingly reduced.
SARs granted in tandem with options are generally governed by the same
terms and conditions as govern the related stock option and may only be
exercised to the extent the related stock option is exercisable. However, SARs
which are granted in tandem with previously granted non-qualified stock options
cannot be exercised prior to six months from the date of the SAR grant.
The exercise price of an SAR is determined by the Committee, but in
the case of SARs granted in tandem with stock options, may not be less than the
exercise price of the related stock option. Upon exercise of an SAR, payment
will be made in cash or Common Shares, or a combination thereof, as determined
at the discretion of the Committee. On March 27, 1995, the Board of Directors
approved a non-substantive amendment to the 1991 Plan, authorizing an annual
limitation of 100,000 in the issuance of SARs to a participant, thereby
qualifying such awards as "performance-based compensation" under Section 162(m)
of the Code. (Note: Through December 31, 1995, the Committee has not awarded
any SARs under the 1991 Plan.)
PERFORMANCE AWARD COMPONENT OF THE 1991 PLAN
The Committee may grant performance awards to participants under such
terms and conditions as the Committee deems appropriate. A performance award
entitles a participant to receive a payment from Medusa, the amount of which is
based upon the attainment of predetermined performance targets over a specified
award period. Performance awards may be made in conjunction with Restricted
Share awards. Performance awards may be paid in cash, Common Shares or a
combination thereof, as determined by the Committee.
Award periods will be established at the discretion of the Committee.
The performance targets will also be determined by the Committee and may, but
need not include specified levels of earnings per share, return on investment,
return on shareholders' equity and/or such other goals related to the Company's
or the individual's performance as are deemed appropriate by the Committee.
When circumstances occur which cause predetermined performance targets to be an
inappropriate measure of achievement, the Committee, at its discretion, may
adjust the performance targets.
If the minimum performance targets established by the Committee are
not met, no payment will be made to the participant. If the performance
targets are fully achieved, 100% of the performance award will be paid to the
participant. The Committee may also provide for payment of up to 150% of a
performance award for achievement which exceeds the performance targets.
If a participant terminates employment prior to the end of an award
period, the participant generally will forfeit all rights to any performance
award, unless otherwise provided by the Committee. The Committee, at its
discretion, may determine to pay all or any portion of a performance award to a
participant who has terminated employment prior to the end of an award period
under certain circumstances (including death, disability, retirement or a
material change in circumstances arising after the date of grant), provided
that the participant completed at least one year of employment following the
grant of the award. The Board may determine to pay all or a portion of a
performance award to a participant who has terminated employment less than one
year following the date of grant.
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OTHER AWARDS
The Committee is authorized to grant any other cash awards, Common
Share awards or other types of awards which are valued in whole or in part by
reference to the value of Common Shares. The terms and conditions of such
awards and the participants eligible for such awards will be determined by the
Committee at its discretion.
SHARES SUBJECT TO THE 1991 PLAN
Effective May 9, 1994, up to 1,500,000 Common Shares in the aggregate
became available for issuance by the Committee under the 1991 Plan, subject to
further adjustment for any change in the Common Shares (including any change
which would result in a substantial dilution or enlargement of the rights or
economic benefit inuring to holders of shares or options issued under the 1991
Plan. Shares or options which, from time-to-time, are awarded by the Committee
under the 1991 Plan will be made available either from authorized and unissued
Common Shares or from reacquired Common Shares, including shares purchased in
the open market. If any Common Shares awarded under the 1991 Plan are
reacquired by the Company pursuant to the forfeiture provisions of the 1991
Plan, such shares shall again become available for use under the 1991 Plan and
shall be regarded as not having been previously awarded.
AWARDS UNDER THE 1991 PLAN
With respect to the fiscal years 1991, 1992, 1993, 1994 and 1995, the
Committee awarded under the 1991 Plan, 82,500, 82,500, 112,500, 79,950 and
112,820 Restricted Shares, respectively, and 130,125, 153,750, 174,750, 246,000
and 247,000 stock options, respectively, all at fair market value on the date
of award, under award terms listed in detail as follows:
A) RESTRICTED STOCK AWARDED FROM 1991 THROUGH 1995
PERFORMANCE RESTRICTED SHARES AWARDED IN 1991 AND 1992 - In
respect to the fiscal 1991 and fiscal 1992 awards, and pursuant to the
Performance Restricted Share Agreements between the Company and the
participants, 50% of each share award is restricted until a test date
2 1/2 years from the date of the award and 50% of the award is
restricted until a test date 5 years from the date of the award. In
order for the shares restriction to lapse, the Growth Rate of the
Common Shares on a test date must meet or exceed, cumulatively, 15%
per annum over the award price. (The term "Growth Rate," includes
market value appreciation, distributions and dividends.) If the
restrictions on the initial 50% of the share award fail to lapse on
the 2 1/2-year test date, then such portion is not forfeit until it is
retested on the 5-year test date. By agreement, upon the lapse of
restrictions, the Company will provide additional compensation ("Gross
up") in an amount sufficient to pay the recipient's tax liability on
the Performance Restricted Shares.
PERFORMANCE RESTRICTED SHARES AWARDED IN 1993 AND 1994 - In
respect to the fiscal 1993 and fiscal 1994 awards, and pursuant to the
Performance Restricted Share Agreements between the Company and the
participants, 50% of each share award is restricted until a test date
2 1/2 years from the date of the award and 50% of the award is
restricted until a test date 5 years from the date of the award. In
order for the share restrictions to lapse, two requirements must be
met: a) the value of a Common Share (adjusted for stock distribution,
but not reflecting dividends) may not decline from the date of the
award to a test date; and b) the Common Share Growth Rate must meet or
exceed 125% of the Growth Rate of the Standard and Poor's 500
Composite, when measured from the date of the award
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to a test date. If the restrictions on the initial 50% of the share
award fail to lapse on the 2 1/2 year test date, then such portion is
not forfeit until it is retested on the 5-year test date. By
agreement, upon the lapse of restrictions, the Company will Gross-up
participants' compensation. On May 9, 1994, the shareholders approved
the material terms of performance goals contained in the fiscal 1993
and 1994 Performance Restricted Share awards, thereby qualifying such
awards as "performance-based compensation" under Section 162(m) of the
Code.
RESTRICTED SHARES AWARDED IN 1995 - In respect to the fiscal
1995 awards, and pursuant to the Restricted Share Agreements between
the Company and the participants, the number of Restricted Shares
awarded (restricted for a period of up to 5 years) is divided into two
portions, as follows: a) a Supplemental Executive Retirement Plan
("SERP")-Equivalent portion, consisting of time-based Restricted
Shares (with the number awarded to be determined by the Company's
actuary, based upon the terms and conditions of the Company's
SERP-Equivalent Plan), and b) a Performance Restricted Share portion,
the balance of the award, which consists of performance-based shares.
A one-fifth portion of the Performance Restricted Share award is
thereafter tested in each year during the restriction period. In
order for the share restrictions to lapse, two requirements must be
met: (i) the value of a Common Share (adjusted for stock
distributions, but not reflecting dividends) may not decline from the
date of the award to a test date; and (ii) the Common Share Growth
Rate must meet or exceed 110% of the Growth Rate of a "Cement Industry
Peer Group," when measured from the date of the award to a test date.
There is also a provision for "Partial Lapses" with respect to
proportionate amounts of the shares in 10% increments if more than
101%, but less than 110% of the performance objective is attained.
(i.e., a 101% Growth Rate causes the restrictions to lapse with
respect to 10% of the shares, etc.). If the restrictions on all or
part of any one-fifth portion of the share award fails to lapse, then
such portion or portions are not forfeit until they are retested, as
applicable, during the 5-year restriction period. By agreement, upon
the lapse of restrictions on Performance Restricted Shares, the
Company will Gross-up participants' compensation.
AIP RESTRICTED SHARES AWARDED IN 1994 AND 1995 - In fiscal
1994 and fiscal 1995, the Committee authorized the executive officers
of the Company to elect to take their 1993 and 1994 Annual Incentive
Plan awards, respectively, in time-based Restricted Shares instead of
cash, with a 2-year share restriction period, an election under
Section 83(b) of the Code and a Gross-up.
GENERAL - The recipient of an award of Restricted Shares will
not, with respect to such award, be deemed to have become a
participant or to have any rights with respect to such award, unless
and until such recipient executes an agreement or other instrument
evidencing the award and delivers a fully executed copy thereof to the
Company and otherwise complies with the then applicable terms and
conditions of such award.
Each participant will be issued a certificate in respect of
Restricted Shares awarded under the 1991 Plan. Such certificate will
be registered in the name of the participant, and will bear an
appropriate legend referring to the terms, conditions and restrictions
applicable to such award substantially in the following form:
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"The transferability of this certificate and the
Common Shares represented hereby are subject to the terms and
conditions (including forfeiture) of the Medusa Corporation
1991 Long-Term Incentive Plan and an Agreement entered into
between the registered owner and Medusa Corporation. Copies
of such Plan and Agreement are on file in the offices of the
Secretary, Medusa Corporation, 3008 Monticello Boulevard,
Cleveland Heights, Ohio 44118."
All certificates for Restricted Shares delivered under the
Plan will be subject to such stop-transfer orders and other
restrictions as the Committee may deem advisable under the rules,
regulations, and other requirements of the Securities and Exchange
Commission (the "Commission"), any stock exchange upon which the
Common Shares are then listed and any applicable federal or state
securities laws, and the Committee may cause a legend or legends to be
placed on any such certificates to make appropriate reference to such
restrictions.
The Committee may adopt rules which provide that the
certificates evidencing such Restricted Shares may be held in custody
by a bank or other institution, or that the Company may itself hold
such Restricted Shares in custody, until the restrictions thereon have
lapsed and may require, as a condition of any award, that the
participant deliver a stock power endorsed in blank relating to the
shares covered by such award.
Recipients of awards under the 1991 Plan are not required to
make any payment or provide consideration other than the rendering of
services to the Company in connection with the award of Restricted
Shares under the 1991 Plan.
RESTRICTIONS - With respect to the up to 5-year restriction
period for the SERP-Equivalent Restricted Shares and the Performance
Restricted Shares and the 2-year restriction period for the AIP Award
Restricted Shares described above commencing with the date of an award
(the "Restriction Period"), a participant will not be permitted to
sell, transfer, pledge or assign Restricted Shares awarded to him or
her. Any attempt to dispose of Restricted Shares in a manner contrary
to such restrictions shall be ineffective. However, no provisions of
the 1991 Plan preclude a participant from exchanging any Restricted
Shares for any other Common Shares that are similarly restricted.
FORFEITURE OF RESTRICTED SHARES - Except with respect to
Restricted Shares awards made by the Committee after May 9, 1994 to
Senior Executive Officers (whose awards continue to survive on a
post-employment basis for the balance of the Restriction Period), upon
termination of employment during the Restriction Period for any reason
or upon the end of the Restriction Period, in either case prior to the
lapse or termination of the relevant restrictions, all shares still
subject to restriction will be forfeited by the participant and will
be reacquired by the Company. In the event of a participant's
retirement, permanent total disability, or death, or in cases of
special circumstances, in its sole discretion, when it finds that a
waiver would be in the best interests of the Company, the Committee
may waive in whole or in part any or all remaining restrictions with
respect to such participant's Restricted Shares.
In the event of a change in control of the Company, any and
all remaining restrictions with respect to a participant's Restricted
Shares shall lapse. For purposes of the 1991 Plan, the term "Change
in Control" means any of the following events:
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"(a) The acquisition, other than from the Company,
by any individual, entity or group (within the meaning of
Section 13(d)(3) or 14(d)(2) of the Exchange Act) of
beneficial ownership (within the meaning of Rule 13d-3
promulgated under the Exchange Act) of 20% or more of either
(i) the Outstanding Company Common Shares or (ii) the
Company Voting Securities; provided, however, that the
following shall not constitute a Change in Control: any
acquisition by (A) the Company or any of its Subsidiaries, or
any employee benefit plan (or related trust) sponsored or
maintained by the Company or any of its Subsidiaries, or (B)
any corporation with respect to which, following such
acquisition, more than 60%, respectively, of the then
outstanding common shares of such corporation and the combined
voting power of the then outstanding voting securities of such
corporation entitled to vote generally in the election of
directors is then beneficially owned, directly or indirectly,
by all or substantially all of the individuals and entities
who were the beneficial owners, respectively, of the
Outstanding Company Common Shares and Company Voting
Securities immediately prior to such acquisition in
substantially the same proportion as their ownership,
immediately prior to such acquisition, of the Outstanding
Company Common Shares and Company Voting Securities, as the
case may be; or
(b) Individuals who constitute the Incumbent
Board cease for any reason to constitute in excess of
two-thirds of the Board; provided, however, that any
individual becoming a director subsequent to February 25, 1991
whose election or nomination for election by the Company was
approved by a vote of at least a majority of the directors
then comprising the Incumbent Board shall be considered as
though such individual were a member of the Incumbent Board,
but excluding, for this purpose, any such individual whose
initial assumption of office is in connection with an actual
or threatened election contest relating to the election of
members of the Board; or
(c) Approval by the shareholders of the Company
of a reorganization, merger or consolidation ("Merger"),
unless, all or substantially all of the individuals and
entities who were the respective beneficial owners of the
Outstanding Company Common Shares and Company Voting
Securities immediately prior to the Merger, following such
Merger do beneficially own, directly or indirectly, more than
60%, respectively, of the then outstanding common shares and
the combined voting power of the then outstanding voting
securities entitled to vote generally in the election of
directors, as the case may be, of the corporation which
results from the Merger, in substantially the same proportion
as their ownership of the Outstanding Company Common Shares
and Company Voting Securities, as the case may be, immediately
prior to the Merger.
(d) Approval by the shareholders of the Company
of (i) a complete liquidation or dissolution of the Company
or (ii) a sale or other disposition of all or substantially
all of the assets of the Company other than to a corporation
with respect to which, following such sale or disposition,
more than 60%, respectively, of the then outstanding common
shares and the combined voting power of the then outstanding
voting securities entitled to vote generally in the election
of directors is then owned beneficially, directly or
indirectly, by all or substantially all of the individuals and
entities who were the beneficial owners, respectively, of the
Outstanding Company Common Shares and Company Voting
Securities immediately prior to such sale or disposition in
substantially the same proportion as their ownership of the
Outstanding Company Common Shares and Company Voting
Securities, as the case may be, immediately prior to such sale
or disposition."
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In the event of a Change in Control, stock options and SARs
immediately become exercisable, the restrictions on all Restricted
Shares lapse and all performance awards immediately become payable.
The 1991 Plan contains special provisions regarding the exercisability
of stock options and SARs in the event of a Change in Control by
individuals subject to Section 16(b) of the Exchange Act (certain
officers and directors).
DIVIDENDS AND OTHER RIGHTS - With respect to the Restricted
Shares, the participant shall have all of the rights of a shareholder
of the Company, including the right to vote the Restricted Shares and
receive cash dividends and other distributions with respect thereto;
provided nonetheless, that share distributions shall be subject to the
same restrictions as the Restricted Shares.
MISCELLANEOUS - No employee or other person will have any
claim or right to be granted Restricted Shares under the 1991 Plan,
and neither the 1991 Plan nor any action taken thereunder will be
construed as giving any participant, recipient, employee or other
person any right to be retained in the employ of the Company. Income
realized as a result of an award of Restricted Shares will not be
included in the participant's earnings for the purpose of any benefit
plan in which the participant may be enrolled or for which the
participant may become eligible unless otherwise specifically
authorized in such plan.
RESTRICTIONS ON RESALE OF COMMON SHARES - Under the Securities
Act of 1933, as amended (the "Securities Act"), persons participating
in the 1991 Plan who are deemed to be "Affiliates" of the Company are
restricted in the resale of the Common Shares owned by them (whether
such shares are acquired pursuant to the Plan or otherwise and even if
the shares are not, or are no longer, subject to the contractual
transferability restriction discussed above). For this purpose, an
"Affiliate" of the Company is any person who controls the Company, is
controlled by the Company, or is under common control with the
Company, whether directly or indirectly through one or more
intermediaries. A corporation's Affiliates would usually include all
persons whose security holdings are substantial enough to affect its
management. Also, all directors and executive or policy-making
officers are presumed to be Affiliates. Resales by Affiliates may be
made only pursuant to an effective registration statement under, or
pursuant to an exemption from, the registration requirements of the
Securities Act. One such exemption is provided for certain "brokers'
transactions" that comply with all the conditions set forth in Rule
144 of the Commission. No registration statement covering resales by
Affiliates is currently anticipated to be filed.
B) STOCK OPTIONS AWARDED FROM 1991 THROUGH 1995
GENERAL - The terms and conditions of the stock options
awarded under the 1991 Long-Term Incentive Plan are similar to the
terms and conditions of the awards under the Medusa Corporation 1988
Stock Option Plan. The fiscal 1991 through fiscal 1994 awards of
non-qualified stock options were granted for a period of five years
and the fiscal 1995 stock option awards were granted for a period of
ten years and are exercisable starting one year from date of grant at
a cumulative rate of 50% of the total shares available during the
second year, 75% during the third year and 100% thereafter. The
recipient of an award of stock options will not, with respect to such
award, be deemed to have become a participant or to have any rights
with respect to such award, unless and until such recipient executes
an agreement or other instrument evidencing the award and delivers a
fully executed copy thereof to the Company and otherwise complies with
the then applicable terms and conditions.
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ELIGIBILITY AND PARTICIPATION - All key employees of the
Company or any majority-owned subsidiary will be eligible to
participate, including officers or employees who may also be directors
of the Company or of any of its subsidiaries, but not including any
employee who owns more than 10% of the shares of the Company or any
such subsidiary. The Committee, in its discretion upon the
recommendation of management, will determine those employees who, as
key employees, shall be granted stock options in such amounts as may
be determined by the Committee.
PURCHASE PRICE - Incentive Stock Options will be granted at a
price not less than 100% of the average fair market value of the
shares on the date of grant. Shares available for option or so
optioned and the option price thereof will be increased or decreased
proportionately for any share split, share dividends or other similar
share adjustment. The Committee may make appropriate discretionary
adjustments or conversion for any future mergers, exchanges of
securities, reorganizations, liquidations in whole or in part or any
other corporate event which would result in a substantial diminution
of the economic benefit intended for the holders of options granted
under the 1991 Plan. The purchase price shall be paid in full upon
the exercise of an option either in cash or in whole or in part with
Common Shares previously owned by an optionee and valued on the basis
of fair market value on the date the option is exercised. The ability
to pay the purchase price with Common Shares would permit possible
"pyramiding" in successive and substantially simultaneous exercises.
Such pyramiding might permit an option holder to start with a
relatively small number of shares and exercise all of his or her then
exercisable share options with no additional cash (except for
fractional share adjustments) and no more investment than the original
shares. On May 8, 1992, all prior stock option award agreements were
retroactively amended to limit pyramiding activity by requiring a six
month share holding period and all subsequent stock option award
agreements have reflected the six month share holding period
requirement. Although it is not obligated to do so, the Committee may
authorize the acceptance of an optionee's surrender of his or her
right to exercise an option, or portion thereof, and the payment to
the optionee of the difference between the fair market value of the
shares underlying the option or portion thereof and the option price
thereof, in cash, or partly in cash and partly in shares.
CONDITIONS OF EXERCISE OF OPTION - Except with respect to
stock option awards made the Committee after May 9, 1994 to Senior
Executive Officers, each option may be exercised in whole or in part
(in lots of ten shares or a multiple thereof) commencing one year from
the date of grant and ending five or ten years from such date, as
applicable, but no more than five years after termination of
employment by reason of death, disability or retirement, or three
months after termination of employment for any reason other than the
above. In the case of death, the option may be exercised,
respectively, by the employee or his or her heirs only to the extent
that the employee was entitled thereto on the date of termination of
employment or death. No option shall be transferable by the
employee's heirs, except by will or by the laws of descent or
distribution. Beginning one year from the date of grant and subject
to the provisions of Section 422A of the Internal Revenue Code of 1986
with respect to the limitation on the aggregate fair market value of
options exercisable for the first time in any calendar year, an option
may be exercised by an employee at a cumulative rate not in excess of
50% of the total shares optioned during the second year, 75% during
the third year and 100% thereafter.
CHANGE IN CONTROL - (For the definition of Change in Control,
please refer to Page I-8.)
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CURRENT STATUS OF THE 1991 PLAN
As of December 31, 1995, the authorized share issuance authority which
remained in the plan (1,500,000 shares issuance authority, less awards and
cancellations) was 279,257 shares.
CERTAIN FEDERAL INCOME TAX CONSEQUENCES
GENERAL - The following is a brief description of the federal income
tax consequences under existing law generally applicable to awards under the
1991 Plan, and is not intended to represent an analysis of the tax rules as
applied to any individual recipient. EACH PARTICIPANT IS URGED TO CONSULT HIS
OR HER PERSONAL TAX ADVISOR WITH RESPECT TO THE APPLICATION OF THE TAX LAWS TO
HIS OR HER PERSONAL CIRCUMSTANCES, CHANGES IN THE LAWS AND THE POSSIBLE EFFECT
OF OTHER TAXES.
RESTRICTED SHARES - A participant will normally not recognize taxable
income upon an award of Restricted Shares, and Medusa will not be entitled to a
deduction until the lapse of the restrictions. Upon lapse of restrictions, the
participant will then recognize ordinary taxable income in an amount equal to
the fair market value of the Common Shares as to which the restrictions have
lapsed, and Medusa will be entitled to a deduction in the same amount.
However, a participant may elect under Section 83(b) to recognize taxable
ordinary income in the year the Restricted Shares are awarded in an amount
equal to the fair market value of the shares at that time, determined without
regard to the restrictions. In such event, Medusa will then be entitled to a
deduction in the same amount. Any gain or loss subsequently recognized by the
participant will be a capital gain or loss. If, after making a Section 83(b)
election, any Restricted Shares are forfeited, or if the fair market value at
vesting is lower than the amount on which the participant was taxed, the
participant cannot then claim a deduction.
STOCK OPTIONS - No tax is incurred by the participant (or expense
deductible by Medusa) upon the grant of a nonqualified stock option. At the
time of exercise of such an option, the difference between the exercise price
and the fair market value of Common Shares will constitute ordinary income.
Medusa will be allowed a deduction equal to the amount of ordinary income
recognized by the participant. In the case of Incentive Stock Options,
although no income is recognized upon exercise and Medusa is not entitled to a
deduction, the excess of the fair market value of Common Shares on the date of
exercise over the exercise price is treated by the participant as an item of
tax preference for alternative minimum tax purposes. If the participant does
not dispose of the shares acquired on the exercise of an Incentive Stock Option
within one year after their receipt (and within two years after the grant of
the stock option), gain or loss recognized on the disposition of the shares
will be treated as long-term capital gain or loss. In the event of an earlier
disposition, the participant may recognize ordinary income and Medusa will be
entitled to a deduction, equal to the amount of such income, when the
participant recognizes income.
STOCK APPRECIATION RIGHTS - The participant will not recognize any
income at the time of grant of an SAR. Upon the exercise of an SAR, the cash
and the value of any Common Shares received will constitute ordinary income to
the participant. Medusa will be entitled to a deduction in the amount of such
income at the time of exercise.
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PERFORMANCE AWARDS - Normally, a participant will not recognize
taxable income upon the award of the above grants. Subsequently, when the
conditions and requirements for the grants have been satisfied and the payment
determined, any cash received and the fair market value of any Common Shares
received will constitute ordinary income to the participant. Medusa will also
then be entitled to a deduction in the same amount.
ALL AWARDS - The Committee has discretion as to any award under the
1991 Plan to award a participant a separate cash amount at exercise, vesting or
lapse of restrictions to meet mandatory tax withholding obligations or
reimburse for any individual taxes paid. Special tax rules may apply to any
awards granted under the 1991 Plan to individuals subject to Section 16 of the
Act.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by Medusa Corporation (the "Company") are
incorporated by reference into this Registration Statement:
1) The Company's Registration Statement on Form 10 filed
pursuant to Section 12-g of Exchange Act, as amended by the Company's
Forms 8 filed pursuant to Section 12 of the Exchange Act; the
Company's Registration Statement on Forms 8A filed pursuant to Section
12 of the Exchange Act as amended by the Company's Form 8 filed
pursuant to Section 12 of the Exchange Act.
2) The Company's Annual Report on Form 10-K for the year
ended December 31, 1994.
3) The Company's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1995, June 30, 1995 and September 30, 1995.
The consolidated financial statements incorporated in this Registration
Statement by reference to the Company's Annual Report on Form 10-K for the year
ended December 31, 1994 have been audited by Deloitte & Touche LLP, independent
accountants, as stated in their report which is incorporated herein by
reference, and have been so incorporated in reliance upon the report of such
firm, given upon their authority as experts in auditing and accounting.
All documents subsequently filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this
Registration Statement, but prior to the filing of a post-effective amendment
to this Registration Statement which indicates that all securities offered by
this Registration Statement have been sold or which deregisters all such
securities then remaining unsold, shall be deemed to be incorporated by
reference into this Registration Statement. Each document incorporated by
reference into this Registration Statement shall be deemed to be a part of this
Registration Statement from the date of the filing of such document with the
Commission until the information contained therein is superseded or updated by
any subsequently filed document which is incorporated by reference into this
Registration Statement or by any document which constitutes part of the
prospectus relating to the Medusa Corporation 1991 Long-Term Incentive Plan
(the "Plan") meeting the requirements of Section 10(a) of the Securities Act.
Item 4. Description of Securities
The class of securities to be offered under this Registration Statement is
registered under Section 12 of the Exchange Act.
Item 5. Interests of Named Experts and Counsel
The legality of the Common Shares to which this Registration Statement relates
has been passed upon for the Company by John P. Siegfried, Vice President,
Secretary and General Counsel of the Company. Mr. Siegfried is paid a salary
by the Company,
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participates in benefit plans provided to executive officers of the Company,
from time-to-time, from fiscal 1991 through fiscal 1995, has been granted
Restricted Shares and stock options pursuant to the Plan, and is eligible for
further grants pursuant to the Plan.
Item 6. Indemnification of Directors and Officers
Section 1701.13 of the Ohio General Corporation Law, as amended, provides
in relevant part as follows:
(E)(1) A corporation may indemnify or agree to indemnify any
person who was or is a party or is threatened to be made a party, to
any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, other than
an action by or in the right of the corporation, by reason of the fact
that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as
a director, trustee, officer, employee or agent of another
corporation, domestic or foreign, nonprofit or for profit,
partnership, joint venture, trust or other enterprise, against
expenses, including attorney's fees, judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection
with such action, suit or proceeding if he acted in good faith and in
a manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was
unlawful. The termination of any action, suit or proceeding by
judgment, order, settlement or conviction, or upon a plea of nolo
contendere or its equivalent, shall not, of itself create a
presumption that the person did not act in good faith, and in a manner
he reasonably believed to be in or not opposed to the best interests
of the corporation and, with respect to any criminal action or
proceeding, he had reasonable cause to believe that his conduct was
unlawful.
(2) A corporation may indemnify or agree to indemnify any
person who was or is a party or is threatened to be made a party, to
any threatened, pending or completed action or suit by or in the right
of the corporation to procure a judgment in its favor by reason of the
fact that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as
a director, trustee, officer, employee or an agent of another
corporation, domestic or foreign, nonprofit or for profit,
partnership, joint venture, trust or other enterprise, against
expenses, including attorney's fees, actually and reasonably incurred
by him in connection with the defense or settlement of such action or
suit if he acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the corporation,
except that no indemnification shall be made in respect of any of the
following:
(a) Any claim, issue or matter as to which such
person is adjudged to be liable for negligence or misconduct
in the performance of his duty to the corporation unless, and
only to the extent that the Court of Common Pleas or the court
in which such action or suit was brought determines upon
application that, despite the adjudication of liability, but
in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses
as the Court of Common Pleas or such other court shall deem
proper;
(b) Any action or suit in which the only liability
asserted against a director is pursuant to Section 1701.95 of
the Revised Code.
(3) To the extent that a director, trustee, officer, employee
or agent has been successful on the merits or otherwise in defense of
any action, suit or proceeding referred to in division (E)(1) and (2)
of this section, or in defense of any claim, issue or matter therein,
he shall be indemnified against expenses, including attorney's fees,
actually and reasonably incurred by him in connection with the action,
suit or proceeding.
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(4) Any indemnification under divisions (E)(1) and (2) of
this section, unless ordered by a court, shall be made by the
corporation only as authorized in the specific case upon a
determination that indemnification of the director, trustee, officer,
employee or agent is proper in the circumstances because he has met
the applicable standard of conduct set forth in divisions (E)(1) and
(2) of this section. Such determination shall be made as follows:
(a) By a majority vote of a quorum consisting of
directors of the indemnifying corporation who were not and are
not parties to or threatened with any such action, suit or
proceeding;
(b) If the quorum described in division (E)(4)(a) of
this section is not obtainable or if a majority vote of a
quorum of disinterested directors so directs, in a written
opinion by independent legal counsel other than an attorney,
or a firm having associated with it an attorney, who has been
retained by or who has performed services for the corporation
or any person to be indemnified within the past five years;
(c) By the shareholders; or
(d) By the Court of Common Pleas or the court in
which such action, suit or proceeding was brought.
Any determination made by the disinterested directors under division
(E)(4)(a) or by independent legal counsel under division (E)(4)(b) of this
section shall be promptly communicated to the person who threatened or brought
the action or suit, by or in the right of the corporation under division (E)(2)
of this section, and within ten days after receipt of such notification, such
person shall have the right to petition the Court of Common Pleas or the court
in which such action or suit was brought to review the reasonableness of such
determination.
(5) (a) Unless at the time of a director's act or omission that
is the subject of an action, suit or proceeding referred to in divisions
(E)(1) and (2) of this section, the articles or the regulations of a
corporation state by specific reference to this division that the
provisions of the division do not apply to the corporation and unless the
only liability asserted against a director in an action, suit or
proceeding referred to in divisions (E)(1) and (2) of this section is
pursuant to Section 1701.95 of the Revised Code, expenses, including
attorney's fees, incurred by a director in defending the action, suit or
proceeding shall be paid by the corporation as they are incurred, in
advance of the final disposition of the action, suit or proceeding upon
receipt of an undertaking by or on behalf of the director in which he
agrees to do both of the following:
(i) Repay such amount if it is proved by clear and
convincing evidence in a court of competent jurisdiction that
his action or failure to act involved an act or omission
undertaken with deliberate intent to cause injury to the
corporation or undertaken with reckless disregard for the best
interests of the corporation;
(ii) Reasonably cooperate with the corporation concerning
the action, suit or proceeding.
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(b) Expenses, including attorney's fees, incurred by
a director, trustee, officer, employee or agent in defending
any action, suit or proceeding referred to in divisions (E)(1)
and (2) of this section, may be paid by the corporation as
they are incurred, in advance of the final disposition of the
action, suit or proceeding as authorized by the directors in
the specific case upon the receipt of an undertaking by or on
behalf of the director, trustee, officer, employee or agent to
repay such amount, if it ultimately is determined that he is
not entitled to be indemnified by the corporation.
(6) The indemnification authorized by this section shall not
be and shall be in addition to, exclusive of, any other rights granted
to those seeking indemnification under the articles or the regulations
or any agreement, vote of shareholders or disinterested directors, or
otherwise, both as to action in his official capacity and as to action
in another capacity while holding such office, and shall continue as
to a person who has ceased to be a director, trustee, officer,
employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.
(7) A corporation may purchase and maintain insurance or
furnish similar protection, including but not limited to trust funds,
letters of credit or self-insurance, on behalf of or for any person
who is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as
a director, trustee, officer, employee or agent of another
corporation, domestic or foreign, nonprofit or for profit,
partnership, joint venture, trust or other enterprise, against any
liability asserted against him and incurred by him in any such
capacity, or arising out of his status as such, whether or not the
corporation would have the power to indemnify him against such
liability under this section. Insurance may be purchased from or
maintained with a person in which the corporation has a financial
interest.
(8) The authority of a corporation to indemnify persons
pursuant to divisions (E)(1) and (2) of this section does not limit
the payment of expenses as they are incurred, indemnification,
insurance or other protection that may be provided pursuant to
divisions (E)(5), (6) and (7) of this section. Divisions (E)(1) and
(2) of this section do not create any obligation to repay or return
payments made by the corporation pursuant to divisions
(E)(5), (6) or (7).
(9) As used in this division, references to "corporation"
includes all constituent corporations in a consolidation or merger and
the new or surviving corporation, so that any person who is or was a
director, officer, employee or agent of such a constituent
corporation, or is or was serving at the request of such constituent
corporation as a director, trustee, officer, employee or agent of
another corporation, domestic or foreign, nonprofit or for profit,
partnership, joint venture, trust or other enterprise, shall stand in
the same position under this section with respect to the new or
surviving corporation as he would if he had served the new or
surviving corporation in the same capacity.
Article X of the Company's Articles of Incorporation provides as follows:
ARTICLE X
INDEMNIFICATION
SECTION 1. RIGHT TO INDEMNIFICATION. Each person who was or is made a
party or is threatened to be made a party to or is involved in any action, suit
or proceeding, whether civil, criminal, administrative or investigative
(hereinafter a "proceeding"), by reason of the fact that he, or a person of
whom he is the legal
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representative, is or was a director or officer of the Corporation or is or was
serving at the request of the Corporation as director, officer, trustee or
agent of another corporation or of a partnership, joint venture, trust or other
enterprise, including service with respect to employee benefit plans, whether
the basis of such proceeding is alleged action in an official capacity as a
director, officer, trustee or agent or in any other capacity while serving as a
director, officer, trustee or agent, shall be indemnified and held harmless by
the Corporation to the fullest extent authorized by the Ohio General
Corporation Law, as the same exists or may hereafter be amended (but, in the
case of any such amendment, only to the extent that such amendment permits the
Corporation to provide broader indemnification rights than said law permitted
the Corporation to provide prior to such amendment), against all expense,
liability and loss (including attorneys' fees, judgments, fines, ERISA excise
taxes or penalties and amounts paid or to be paid in settlement) reasonably
incurred or suffered by such person in connection therewith and such
indemnification shall continue as to a person who has ceased to be a director,
officer, trustee or agent and shall inure to the benefit of his or her heirs,
executors and administrators; provided, however, that, except, as provided in
Section 2 of this Article X, the Corporation shall indemnify any such person
seeking indemnification in connection with a proceeding (or part thereof)
initiated by such person only if such proceeding (or part thereof) was
authorized by the Board of Directors of the Corporation. The right to
indemnification conferred in this Section shall be a contract right and shall
include the right to be paid by the Corporation the expenses incurred in
defending any such proceeding as incurred and in advance of its final
disposition; provided, however, that the payment of such expenses as incurred
and in advance of the final disposition of a proceeding shall be made only upon
delivery to the Corporation of any undertaking required by the Ohio General
Corporation Law. The Corporation may, by action of its Board of Directors,
provide indemnification to agents of the Corporation and to employees of the
Corporation who are not directors or officers of the Corporation with the same
scope and effect as the foregoing indemnification of directors and officers.
SECTION 2. RIGHT OF CLAIMANT TO BRING SUIT. If a claim under Section 1 of
this Article X is not paid in full by the Corporation within thirty days after
a written claim has been received by the Corporation, the claimant may at any
time thereafter bring suit against the Corporation to recover the unpaid amount
of the claim and, if successful in whole or in part, the claimant shall be
entitled to be paid also the expense of prosecuting such claim. It shall be a
defense to any such action (other than an action brought to enforce a claim for
expenses incurred in defending any proceeding as incurred and in advance of its
final disposition where the required undertaking, if any is required, has been
tendered to the Corporation) that the claimant has not met the standards of
conduct which make it permissible under the Ohio General Corporation Law for
the Corporation to indemnify the claimant for the amount claimed, but the
burden of proving such defense shall be on the Corporation. Neither the
failure of the Corporation (including its Board of Directors, independent legal
counsel, or its shareholders) to have made a determination prior to the
commencement of such action that indemnification of the claimant is proper in
the circumstances because he has met the applicable standard of conduct set
forth in the Ohio General Corporation Law, nor an actual determination by the
Corporation (including its Board of Directors, independent legal counsel, or
its shareholders) that the claimant has not met such applicable standard of
conduct, shall be a defense to the action or create a presumption that the
claimant has not met the applicable standard of conduct.
SECTION 3. NON-EXCLUSIVITY OF RIGHTS. The right to indemnification and
the payment of expenses incurred in defending a proceeding in advance of its
final disposition conferred in this Article X shall not be exclusive of any
other right which any person may have or hereafter acquire under any statute,
provision of the Articles or the Regulations of the Corporation, agreement,
vote of shareholders or disinterested directors or otherwise.
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SECTION 4. INSURANCE. The Corporation may maintain insurance or furnish
similar protection, including but not limited to trust funds, letters of credit
or self-insurance, on behalf of or for itself and any person who is or was a
director, officer, employee or agent of the Corporation or is or was serving at
the request of the Corporation as a director, trustee, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against him and incurred by him in
any such capacity or arising out of his status as such, whether or not the
Corporation would have the power to indemnify such person against such
liability under the Ohio General Corporation Law.
Item 7. Exhibits
The following exhibits are filed herewith as part of this Registration
Statement:
Exhibit No.
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4.1 Amended Articles of Incorporation of Medusa Corporation by
reference to Appendix V to the Company's Information Statement
(which was filed as an exhibit to the Amended Form 10, File
No. 0-17011).
4.2 Code of Regulations of Medusa Corporation incorporated by
reference to Appendix VI to the Company's Information
Statement (which was filed as an exhibit to the Amended Form
10, File No. 0-17011).
4.3 Medusa Corporation 1991 Long-Term Incentive Plan, as amended
through March 27, 1995.
4.4 Form of Medusa Corporation Performance Restricted Share
Agreement under 1991 Long-Term Incentive Plan. (form used for
1995 awards)
4.5 Form of Medusa Corporation Stock Option Agreement under 1991
Long-Term Incentive Plan. (form used for 1995 awards)
5.1 Opinion of John P. Siegfried, Vice President, Secretary and
General Counsel of the Company, as to the legality of the
securities being registered.
23.1 Consent of Independent Accountants.
23.2 The consent of John P. Siegfried to the use of his opinion as
an exhibit to this Registration Statement is included in his
opinion filed as Exhibit 5.1.
Item 8. 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:
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(i) To include any prospectus required by Section
10(a)(3) of 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 information required
to be included in a post-effective amendment by those
paragraphs is 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 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
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, each filing of the
registrant's annual report pursuant to Section 13(a) or 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.
c) 1) The undersigned registrant hereby undertakes to
deliver or cause to be delivered with the prospectus to each employee
to whom the prospectus is sent or given, a copy of the registrant's
annual report to shareholders for its last fiscal year, unless such
employee otherwise has received a copy of such report, in which case
the registrant shall state in the prospectus that it will promptly
furnish, without charge, a copy of such report on written request of
the employee. If the last fiscal year of the registrant has ended
within 120 days prior to the use of the prospectus, the annual report
of the registrant for the preceding fiscal year may be so delivered,
but within such 120-day period the annual report for the last fiscal
year will be furnished to each such employee.
(In the event that an appendix is utilized by the registrant
to update information in the prospectus, the registrant hereby
undertakes (i) to provide individuals who have already received
copies of the prospectus with a copy of any such current appendix,
(ii) to furnish an additional prospectus, upon request, to anyone who
misplaces or discards his previous copy, (iii) to supply new
participants in the Plan with both the prospectus and current appendix
and (iv) to file copies of such appendices with the Commission in
accordance with Rules 424(c) under the Securities Act of 1933.)
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2) The undersigned registrant hereby undertakes to transmit
or cause to be transmitted to all employees participating in the Plan,
who do not otherwise receive such material as shareholders of the
registrant, at the time and in the manner such material is sent to its
shareholders, copies of all reports, proxy statements and other
communications distributed to its shareholders generally.
* * * * * * *
h) Insofar as indemnification for liability arising under the
Securities Act 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 Securities 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 its is
against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.
* * * * * * * * * *
SIGNATURES
The Registrant. 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 an amended and restated 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 Cleveland, and the State
of Ohio on this 20th day of February, 1996.
MEDUSA CORPORATION
/s/ John P. Siegfried
By:_____________________________________
John P. Siegfried
Vice President, Secretary and General Counsel
(Principal Legal Officer)
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by John P. Siegfried, Esquire, who has been
authorized and appointed as attorney-in-fact to execute in the name of each
person and to file the above amendment to the Registration Statement making
such changes in the Registration Statement as the registrant deems appropriate.
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23
Signature Title Date
--------- ----- ----
Chairman, Chief Executive Officer
/s/ R. S. Evans and a Director
______________________________ (Principal Executive Officer) February 20, 1996
R. S. Evans
/s/ George E. Uding, Jr. President and a Director
______________________________ (Principal Operating Officer) February 20, 1996
George E. Uding, Jr.
/s/ R. Breck Denny Vice President-Finance and Treasurer
______________________________ (Principal Financial Officer) February 20, 1996
R. Breck Denny
/s/ Edward A. Doles Corporate Controller
______________________________ (Principal Accounting Officer) February 20, 1996
Edward A. Doles
______________________________ Director
Mone Anathan, III
/s/ E. Thayer Bigelow, Jr.
______________________________ Director February 20, 1996
E. Thayer Bigelow, Jr.
/s/ Richard S. Forte'
______________________________ Director February 20, 1996
Richard S. Forte'
/s/ Dorsey R. Gardner
______________________________ Director February 20, 1996
Dorsey R. Gardner
______________________________ Director
Jean Gaulin
/s/ Dwight C. Minton
______________________________ Director February 20, 1996
Dwight C. Minton
/s/ Charles J. Queenan, Jr.
______________________________ Director February 20, 1996
Charles J. Queenan, Jr.
/s/ Boris Yavitz
______________________________ Director February 20, 1996
Boris Yavitz
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