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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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BRUSH WELLMAN INC.
(Exact name of registrant as specified in its charter)
OHIO 34-0119320
(State of Incorporation) (I.R.S. Employer Identification No.)
BRUSH WELLMAN INC.
17876 ST. CLAIR AVENUE
CLEVELAND, OHIO 44110
(Address, including zip code, of
registrant's principal executive offices)
BRUSH WELLMAN INC.
KEY EMPLOYEE SHARE OPTION PLAN
(Full title of the plan)
MICHAEL C. HASYCHAK
SECRETARY
BRUSH WELLMAN INC.
17876 ST. CLAIR AVENUE
CLEVELAND, OHIO 44110
(216) 486-4200
(Name, address and telephone number,
including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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Title of securities Proposed Maximum
to be registered Offering Price Amount of registration fee
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Options to Purchase
Designated Property $3,000,000 $885
<FN>
(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457.
(2) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminable amount of interests to
be offered or sold pursuant to the employee benefit plan discussed herein.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
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The following documents filed by Brush Wellman Inc. (the
"Company") with the Securities and Exchange Commission (the "Commission") are
incorporated herein by reference as of their respective dates of filing:
(a) The Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1997 filed pursuant to Section
13(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act").
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all securities offered hereunder
have been sold or which deregisters all securities then remaining unsold
hereunder shall be deemed to be incorporated by reference herein and to be a
part hereof from the date of filing of such documents.
Item 4. Description of Securities.
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Articles I, II, III, IV and VII of the Brush Wellman Inc. Key
Employee Share Option Plan (filed as Exhibit 4.1 hereto) describing the
securities offered hereunder are hereby incorporated by reference.
Item 5. Interests of Named Experts and Counsel.
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Not applicable.
Item 6. Indemnification of Directors and Officers.
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Article IV of the Registrant's Code of Regulations, as amended
April 27, 1993 (filed as Exhibit (3b) to Registrant's Annual Report on Form 10-K
for the year ended December 31, 1994), is incorporated herein by reference.
Reference is made to Section 1701.13(E) of the Ohio Revised Code
relating to the indemnification of directors and officers of an Ohio
corporation.
The Registrant maintains insurance on behalf of any person who is
or was a director or officer against any loss arising from any claim asserted
against him in any such capacity, subject to certain exclusions. The Registrant
also maintains fiduciary liability insurance on behalf of any person involved in
the management or administration of any employee benefit plan maintained by the
Registrant.
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Pursuant to the approval of the Board of Directors on February
28, 1989 and of its shareholders on April 25, 1989, the Registrant has entered
into, or will enter into, Indemnification Agreements with (a) each Director of
the Registrant and (b) such officers, employees and agents of the Registrant as
may be designated by the Board of Directors from time to time, as discussed in
pages 16 through 18 of the Registrant's Proxy Statement dated March 10, 1989 for
its annual meeting held on April 25, 1989 (which discussion is incorporated
herein by reference).
Item 7. Exemption from Registration Claimed.
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Not applicable.
Item 8. Exhibits.
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See Index to Exhibits following signature pages.
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 of the securities registered hereby, 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 this 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 the undertakings set forth in paragraphs (i) and (ii) above
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 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.
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(b) The undersigned registrant hereby further undertakes that,
for purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 that is incorporated by reference
in this registration statement shall be deemed to be a new registration
statement relating to the securities offered 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 foregoing provisions, 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
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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 Cleveland, State of Ohio, on this 5th day of May,
1998.
BRUSH WELLMAN INC.
By /s/ Gordon D. Harnett
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Gordon D. Harnett
President and Chief
Executive Officer
POWER OF ATTORNEY
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Each person whose signature appears below hereby appoints Michael
C. Hasychak as the undersigned's lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, to execute in the undersigned's name,
place and stead, any amendments to the foregoing Registration Statement and to
file the same with the Securities and Exchange Commission. Such attorney shall
have full power and authority to do and perform, in the name and on behalf of
each of the undersigned, every act whatsoever necessary or desirable to be done,
as fully to all intents and purposes as the undersigned might or could do in
person. The undersigned each hereby ratifies and approves the acts of such
attorney.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
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Name Title Date
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By /s/ Gordon D. Harnett President, Chairman of May 5, 1998
--------------------------- the Board and Chief
Gordon D. Harnett Executive Officer
(principal executive
officer)
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Vice President Finance May 5, 1998
/s/ Carl Cramer and Chief Financial
--------------------------- Officer (principal
Carl Cramer financial and accounting
officer)
/s/ Joseph P. Keithley Director May 5, 1998
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Joseph P. Keithley
/s/ William R. Robertson Director May 5, 1998
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William R. Robertson
/s/ John Sherwin, Jr. Director May 5, 1998
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John Sherwin, Jr.
/s/ William P. Madar Director May 5, 1998
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William P. Madar
/s/ Robert M. McInnes Director May 5, 1998
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Robert M. McInnes
/s/ Albert C. Bersticker Director May 5, 1998
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Albert C. Bersticker
/s/ Dr. Charles F. Brush, III Director May 5, 1998
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Dr. Charles F. Brush, III
/s/ David L. Burner Director May 5, 1998
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David L. Burner
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INDEX TO EXHIBITS
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(4) INSTRUMENTS DEFINING THE RIGHTS OF SECURITY
HOLDERS, INCLUDING INDENTURES:
4.1 Brush Wellman Inc. Key Employee Share Option
Plan
4.2 Brush Wellman Inc. Key Employee Share Option
Plan Option Agreement
(5) OPINION RE LEGALITY
5.1 Opinion of Thompson Hine & Flory LLP
(23) CONSENTS OF EXPERTS AND COUNSEL:
23.1 Consent of Ernst & Young LLP
23.2 Consent of Thompson Hine & Flory LLP
[contained in their opinion filed as Exhibit
5.1]
(24) POWERS OF ATTORNEY
24.1 A Power of Attorney granted by each director
executing this registration statement is set
forth on the signature page to this
registration statement
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