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As filed with the Securities and Exchange Commission on June 13, 1997
Registration No. 333-______________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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Core Materials Corporation
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(Exact name of registrant as specified in its charter)
Delaware 31-1481870
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
800 Manor Park Drive, P.O. Box 28183,
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Columbus, Ohio 43238-0183
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(Address of Principal (Zip Code)
Executive Offices)
Core Materials Corporation Long-Term Equity Incentive Plan
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(Full title of the plan)
Kevin Barnett Copy to:
c/o Core Materials Corporation Philip C. Johnston, Esq.
800 Manor Park Drive Vorys, Sater, Seymour and Pease
P.O. Box 28183 52 East Gay Street, P.O. Box 1008
Columbus, Ohio 43228-0183 Columbus, Ohio 43216-1008
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(Name and address of agent)
(614) 870-5000
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(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
Title of Amount Proposed maximum Proposed maximum Amount of
securities to to be offering price aggregate offering registration
be registered registered per share(1) price(1) fee
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Shares of 1,500,000 $2.75 for $4,296,280 $1,302.00
Common Stock, 696,000 shares
par value of Common Stock;
$.01 per share $2.81 for
("Common Stock") 35,000 shares of
Common Stock;
$2.97 for
769,000 shares
of Common Stock
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(1) Estimated solely for the purpose of calculating the aggregate offering
price and the registration fee pursuant to Rules 457(c) and 457(h)
promulgated under the Securities Act of 1933, as amended, and computed
on the basis of: (a) $2.75 per share for 696,000 shares of Common
Stock to be registered, which is the price at which options to
purchase such shares of Common Stock may be exercised; (b) $2.81 for
35,000 shares of Common Stock to be registered, which is the price at
which options to purchase such shares of Common Stock may be
exercised; and (c) $2.97 for 769,000 shares of Common Stock which is
the average of the high and low sales prices of the shares of Common
Stock as reported on the American Stock Exchange on June 9, 1997.
Page 1 of 94; Index to Exhibits at Page 15
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
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The Annual Report on Form 10-K for the fiscal year ended December 31,
1996 of Core Materials Corporation (the "Registrant"), and all other reports
filed with the Securities and Exchange Commission (the "Commission") pursuant
to the requirements of Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), since that date are
hereby incorporated by reference.
The description of the Registrant's shares of Common Stock contained
in the Registrant's Registration Statement No. 333-15809 on Form S-4, as filed
with the Commission on November 8, 1996, and all amendments thereto or reports
filed for the purpose of updating such description heretofore filed by the
Registrant with the Commission, are hereby incorporated by reference.
Any definitive Proxy Statement or Information Statement filed pursuant
to Section 14 of the Exchange Act and all documents which may be filed with the
Commission pursuant to Sections 13, 14 or 15(d) of the Exchange Act subsequent
to the date hereof and prior to the completion of the offering contemplated
hereby, shall also be deemed to be incorporated herein by reference and to be
made a part hereof from the date of filing of such documents; provided,
however, that no report of the Compensation Committee of the Board of Directors
of the Registrant on executive compensation and no performance graph included
in any Proxy Statement or Information Statement filed pursuant to Section 14 of
the Exchange Act shall be deemed to be incorporated herein by reference.
Item 4. Description of Securities.
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Not Applicable.
Item 5. Interests of Named Experts and Counsel.
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Not Applicable.
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Item 6. Indemnification of Directors and Officers.
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Section 102(b)(7) of the Delaware General Corporation Law permits a
Delaware corporation to limit the liability of its directors through a
provision in its certificate of incorporation, and provides, in pertinent part,
as follows:
(b) In addition to the matters required to be set forth in the
certificate of incorporation by subsection (a) of this section, the
certificate of incorporation may also contain any or all of the
following matters:
* * *
(7) A provision eliminating or limiting the personal liability of a
director to the corporation or its stockholders for monetary damages
for breach of fiduciary duty as a director, provided that such
provision shall not eliminate or limit the liability of a director:
(i) for any breach of the director's duty of loyalty to the
corporation or its stockholders; (ii) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing
violation of law; (iii) under section 174 of this title; or (iv) for
any transaction from which the director derived an improper personal
benefit. No such provision shall eliminate or limit the liability of a
director for any act or omission occurring prior to the date when such
provision becomes effective. . . .
Article XI of the Certificate of Incorporation of the Company, as
amended, limits the personal liability of the directors of the Company and
provides as follows:
SECTION 1. Limitation of Directors' Liability.
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A. No director of the corporation shall be personally liable
to the Corporation or its stockholders for monetary damages for breach
of fiduciary duty as a director, except, to the extent provided by
applicable law, for liability (i) for breach of the director's duty of
loyalty to the Corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or
a knowing violation of law, (iii) pursuant to Section 174 of the
Delaware General Corporation Law or (iv) for any transaction from
which the director derived an improper personal benefit. If the
Delaware General Corporation Law is hereafter amended to authorize
corporate action further limiting or eliminating the personal
liability of directors, then the liability of each director of the
Corporation shall be limited or eliminated to the full extent
permitted by the Delaware General Corporation Law as so amended from
time to time.
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B. Neither the amendment nor repeal of this Section 1, nor
the adoption of any provision of the Certificate of Incorporation
inconsistent with this Section 1, shall eliminate or reduce the effect
of this Section 1, in respect of any matter occurring, or any cause of
action, suit or claim that, but for this Section 1, would accrue or
arise, prior to such amendment, repeal or adoption of an inconsistent
provision.
Section 145 of the Delaware General Corporation Law governs
indemnification by a Delaware corporation and provides as follows:
(a) A corporation shall have power 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 the
person 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, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by the person in
connection with such action, suit or proceeding if the person acted in
good faith and in a manner the person 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 the person's conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, 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 which the person 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 reasonable cause to believe
that the person's conduct was unlawful.
(b) A corporation shall have power 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 the person 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, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise
against expenses (including attorneys' fees) actually and reasonably
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incurred by the person in connection with the defense or settlement of
such action or suit if the person acted in good faith and in a manner
the person reasonably believed to be in or not opposed to the best
interests of the corporation and except that no indemnification shall
be made in respect of any claim, issue or matter as to which such
person shall have been adjudged to be liable to the corporation unless
and only to the extent that the Court of Chancery or the court in
which such action or suit was brought shall determine 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 which the Court of Chancery or
such other court shall deem proper.
(c) To the extent that a director, officer, employee or agent
of a corporation has been successful on the merits or otherwise in
defense of any action, suit or proceeding referred to in subsections
(a) and (b) of this section, or in defense of any claim, issue or
matter therein, he shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by him in connection
therewith.
(d) Any indemnification under subsections (a) and (b) 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, officer, employee or agent is proper
in the circumstances because the person has met the applicable
standard of conduct set forth in subsections (a) and (b) of this
section. Such determination shall be made (1) by a majority vote of
the directors who are not parties to such action, suit or proceeding,
even though less than a quorum, or (2) if there are no such directors,
or if such directors so direct, by independent legal counsel in a
written opinion, or (3) by the stockholders.
(e) Expenses (including attorneys' fees) incurred by an
officer or director in defending any civil, criminal, administrative
or investigative action, suit or proceeding may be paid by the
corporation in advance of the final disposition of such action, suit
or proceeding upon receipt of an undertaking by or on behalf of such
director or officer to repay such amount if it shall ultimately be
determined that he is not entitled to be indemnified by the
corporation as authorized in this section. Such expenses (including
attorneys' fees) incurred by other employees and agents may be so paid
upon such terms and conditions, if any, as the board of directors
deems appropriate.
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(f) The indemnification and advancement of expenses provided
by, or granted pursuant to, the other subsections of this section
shall not be deemed exclusive of any other rights to which those
seeking indemnification or advancement of expenses may be entitled
under any bylaw, agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in his official capacity and
as to action in another capacity while holding such office.
(g) A corporation shall have power to purchase and maintain
insurance on behalf of 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, 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 him
against such liability under this section.
(h) For purposes of this section, references to "the
corporation" shall include, in addition to the resulting corporation,
any constituent corporation (including any constituent of a
constituent) absorbed in a consolidation or merger which, if its
separate existence had continued, would have had power and authority
to indemnify its directors, officers, and employees or agents, so that
any person who is or was a director, officer, employee or agent of
such constituent corporation, or is or was serving at the request of
such constituent corporation as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust or other
enterprise, shall stand in the same position under this section with
respect to the resulting or surviving corporation as he would have
with respect to such constituent corporation if its separate existence
had continued.
(i) For purposes of this section, references to "other
enterprises" shall include employee benefit plans; references to
"fines" shall include any excise taxes assessed on a person with
respect to any employee benefit plan; and references to "serving at
the request of the corporation" shall include any service as a
director, officer, employee or agent of the corporation which imposes
duties on, or involves services by, such director, officer, employee
or agent with respect to an employee benefit plan, its participants or
beneficiaries; and a person who acted in good faith and in a manner he
reasonably believed to be in the interest of the participants and
beneficiaries of an employee benefit plan shall be deemed to
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have acted in a manner "not opposed to the best interests of the
corporation" as referred to in this section.
(j) The indemnification and advancement of expenses provided
by, or granted pursuant to, this section shall, unless otherwise
provided when authorized or ratified, continue as to a person who has
ceased to be a director, officer, employee or agent and shall inure to
the benefit of the heirs, executors and administrators of such a
person.
(k) The Court of Chancery is hereby vested with exclusive
jurisdiction to hear and determine all actions for advancement of
expenses or indemnification brought under this section or under any
bylaw, agreement, vote of stockholders or disinterested directors, or
otherwise. The Court of Chancery may summarily determine a
corporation's obligation to advance expenses (including attorneys'
fees).
Article VIII of the By-laws of the Company governs indemnification by
the Company and provides as follows:
ARTICLE VIII.
INDEMNIFICATION
Section 1. The Corporation shall 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 such
person is or was a director or officer of the Corporation, or is or
was serving at the request of the Corporation as a director, officer,
member, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by such person in connection with
such action, suit or proceeding if such person acted in good faith and
in a manner such person 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 such
person's conduct was unlawful. The termination of any action, suit or
proceeding by judgment, order, settlement, 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
which such person reasonably believed to be in or not opposed to the
best interest of the Corporation, and, with respect to
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any criminal action or proceeding, had reasonable cause to believe
that such person's conduct was unlawful.
Section 2. The Corporation shall 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 such person is or was a director or officer of the Corporation,
or is or was serving at the request of the Corporation as a director,
officer or member of another corporation, partnership, joint venture,
trust or other enterprise, against expenses (including attorneys'
fees) actually and reasonably incurred by such person in connection
with the defense or settlement of such action or suit if such person
acted in good faith and in a manner such person reasonably believed to
be in or not opposed to the best interests of the Corporation, except
that no such indemnification shall be made in respect of any claim,
issue or matter as to which such person shall have been adjudged to be
liable to the Corporation unless and only to the extent that the Court
of Chancery of Delaware or the court in which such suit or action was
brought shall determine upon application that, despite the
adjudication of liability but in consideration of all the
circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which such court shall deem
proper.
Section 3. The Corporation may, to the extent deemed
advisable by the Board of Directors, indemnify any person who is or
was an employee or agent (other than a director or officer) of the
Corporation if such person would be entitled to such indemnity under
the provisions of Section 1 or 2 if such person had been a director or
office of the Corporation.
Section 4. To the extent that a person shall be successful on
the merits or otherwise in defense of any action, suit or proceeding
referred to in Sections 1, 2 or 3 or in defense of any claim, issue or
matter therein, such person shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by such
person in connection therewith.
Section 5. Any indemnification under Sections 1, 2 and 3
(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, officer, member, employee or agent is
proper in the circumstances because such person has met the applicable
standard of conduct set forth in Sections 1 and 2. Such determination
shall be made (1) by a majority vote of the directors who are not
parties to such
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action, suit or proceeding, even though less than a quorum, or (2) if
there are no such directors, or if such directors so direct, by
independent legal counsel in a written opinion, or (3) by the
stockholders.
Section 6. Expenses (including attorneys' fees) incurred by
an officer or director in defending any civil, criminal,
administrative or investigative action, suit or proceeding shall be
paid by the Corporation in advance of the final disposition of such
action, suit or proceeding upon receipt of an undertaking by or on
behalf of the director or officer to repay such amount if it shall
ultimately be determined that such person is not entitled to be
indemnified by the Corporation as authorized in this Article VIII.
Such expenses (including attorneys' fees) incurred by other employees
and agents may be so paid upon such terms and conditions, if any, as
the Board of Directors deems appropriate.
Section 7. The indemnification and advancement of expenses
provided by, or granted pursuant to, this Article VIII shall not be
deemed exclusive of any other rights to which those seeking
indemnification or advancement of expenses may be entitled under any
statute, By-Law, agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in such person's official
capacity and as to action in another capacity while holding such
office, and shall, unless otherwise provided when authorized or
ratified, continue as to a person who has ceased to be a director,
officer, member, employee or agent and shall inure to the benefit of
the heirs, executors, and administrators of such person.
Section 8. The Corporation shall have the power to purchase
and maintain insurance on behalf of any person who was or is a
director, officer, employee or agent of the Corporation, or is or was
serving at the request of the Corporation as a director, officer,
member, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted
against such person and incurred by such person in any such capacity,
or arising out of such person's status as such, whether or not the
Corporation would have the power to indemnify such person against such
liability under the provisions of this Article VIII or of the General
Corporation Law of the State of Delaware.
Section 10. For the purposes of this Article VIII, references
to "the Corporation" shall include, in addition to the resulting
corporation, any constituent corporation
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(including any constituent of a constituent) absorbed in a
consolidation or merger and the Corporation which, if its separate
existence had continued, would have had power and authority to (or in
fact did) indemnify its directors, officers, employees or agents, so
that any person who is or was a director, officer, employee or agent
of such constituent corporation, or is or was serving at the request
of such constituent corporation as a director, officer, member,
employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, shall stand in the same position under the
provisions of this Article with respect to the resulting or surviving
corporation as such person would have with respect to such constituent
corporation if its separate existence had continued.
Section 11. For purposes of this Article VIII, references to
"other enterprises" shall include employee benefit plans, references
to "fines" shall include any excise taxes assessed on a person with
respect to any employee benefit plan, and references to "serving at
the request of the Corporation" shall include any service as a
director, officer, employee or agent of the Corporation which imposes
duties on, or involves services by, such director, officer, employee,
or agent with respect to any employee benefit plan, its participants
and beneficiaries, and a person who acted in good faith and in a
manner such person reasonably believed to be in the interest of the
participants and beneficiaries of an employee benefit plan shall be
deemed to have acted in a manner "not opposed to the best interest of
the Corporation" as referred to in this Article VIII.
Article 18 of the Company's Long-Term Equity Incentive Plan
provides for indemnification by the Company, as follows:
Each person who is or shall have been a member of the
Committee, or of the Board, shall be indemnified by the Company
against and from any loss, cost, liability, or expense that may be
imposed upon or reasonably incurred by him or her in connection with
or resulting from any claim, action, suit, or proceeding to which he
or she may be a party or in which he or she may be involved by reason
of any action taken or failure to act under the Plan. Such person
shall be indemnified by the Company for all amounts paid by him or her
in settlement thereof, with the Company's approval, or paid by him or
her in satisfaction of any
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judgment in any such action, suit, or proceeding against him or her,
provided he or she shall give the Company an opportunity, at its own
expense, to handle and defend the same before he or she undertakes to
handle and defend it on his or her own behalf. The foregoing right of
indemnification shall not be exclusive of any other rights of
indemnification to which such persons may be entitled under the
Company's Articles of Incorporation or Bylaws, as a matter of law, or
otherwise, or any power that the Company may have to indemnify them or
hold them harmless.
The Registrant has purchased insurance coverage under a
policy which insures directors and officers against certain
liabilities which might be incurred by them in such capacities.
Item 7. Exemption from Registration Claimed.
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Not Applicable.
Item 8. Exhibits.
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See the Index to Exhibits attached hereto at page 15.
Item 9. Undertakings.
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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 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; and
(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
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filed with or furnished to the Commission 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 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. 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 provisions
described in Item 6 of this Part II, or otherwise, the Registrant has
been advised that in the opinion of the Securities and Exchange
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 Columbus,
State of Ohio, on the 13th day of June, 1997.
Core Materials Corporation
By:/s/ KEVIN L. BARNETT
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Kevin L. Barnett, Vice President, Chief Financial
Officer, Secretary and Treasurer
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following persons
in the capacities indicated, on the 13th day of June, 1997.
Signature Capacities
- --------- ----------
*/s/ KENNETH M. SCHMELL General Manager and
- ----------------------- Acting Chief Executive
Kenneth M. Schmell Officer
*/s/ KEVIN L. BARNETT Vice President,
- ---------------------- Chief Financial Officer,
Kevin L. Barnett Secretary and Treasurer
*/s/ GERALD L. VOIROL Controller and
- ---------------------- Assistant Secretary
Gerald L. Voirol
*/s/ RICHARD R. CONTE Director
- ----------------------
Richard R. Conte
*/s/ RALPH O. HELLMOLD Director
- ----------------------
Ralph O. Hellmold
*/s/ THOMAS M. HOUGH Director
- ----------------------
Thomas M. Hough
*/s/ MALCOLM M. PRINE Director
- ----------------------
Malcolm M. Prine
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*/s/ THOMAS E. RIGSBY Director
- ------------------------
Thomas E. Rigsby
*By:/s/ KEVIN L. BARNETT Attorney-in-Fact
--------------------
Kevin L. Barnett
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INDEX TO EXHIBITS
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Exhibit No. Description Page No.
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4(a) Certificate of Incorporation Pages 16 through 34
of Core Materials
Corporation as filed with
the Secretary of State
of Delaware on October 8, 1996
4(b) Certificate of Amendment of Pages 35 through 38
Certificate of Incorporation
of Core Materials Corporation as
filed with the Secretary of State
of Delaware on November 6, 1996
4(c) Certificate of Incorporation Pages 39 through 57
of Core Materials Corporation,
reflecting amendments through
November 6, 1996 [for purposes of
compliance with Securities and
Exchange Commission filing
requirements only]
4(d) By-Laws of Core Materials Incorporated by reference
Corporation to Exhibit 3-C
to Registrant's Registration Statement on
Form S-4 (filed November 8, 1996, SEC
Registration No. 333-15809)
4(e) Core Materials Corporation Pages 58 through 80
Long-Term Equity Incentive Plan
5 Opinion of Vorys, Sater, Seymour and Pease, Pages 81 through 83
Counsel to Registrant
23(a) Consent of Deloitte & Touche LLP, Independent Pages 84 and 85
Auditors to Registrant
23(b) Consent of Vorys, Sater, Seymour and Pease, Filed as part of Exhibit 5 hereof
Counsel to Registrant
24 Powers of Attorney Pages 86 through 94
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