SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------------
OLYMPIC STEEL, INC.
(Exact name of registrant as specified in its charter)
OHIO 34-1245650
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
5096 Richmond Road
Bedford Heights, Ohio 44146
(Address of principal executive offices)
OLYMPIC STEEL, INC.
EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
-----------------------
Michael D. Siegal
Chairman of the Board and Chief Executive Officer
Olympic Steel, Inc.
5096 Richmond Road
Bedford Heights, Ohio 44146
(216) 292-3800
(Name, address, and telephone number, including area code, of
agent for service)
-----------------------
CALCULATION OF REGISTRATION FEE
Proposed maximum Proposed maximum
Title of securities to Amount to be offering price per aggregate offering Amount of
be registered registered share price Registration Fee
Common Stock, without 1,000,000 shs.(1) $4.34(2) $4,340,000 $399.28
par value
(1) Maximum number of shares available for purchase under the Plan.
(2) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(h) under the Securities Act of 1933, as amended.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents, which are on file with the Securities and
Exchange Commission (the "SEC"), are incorporated herein by reference: (a)
Olympic Steel, Inc. (the "Registrant") Annual Report on Form 10-K for the year
ended December 31, 2001 filed pursuant to Section 13(a) of the Securities
Exchange Act of 1934, as amended (the "1934 Act"); (b) the Registrant's
quarterly report on Form 10-Q for the quarter ended March 31, 2002 filed
pursuant to Section 13(a) of the 1934 Act; and (c) a description of the
Registrant's Common Shares set forth in the Registrant's Registration Statement
on Form 8-A filed with the SEC on January 31, 1994.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the 1934 Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in the Registration Statement and to be a part
hereof from the date of filing of such documents.
Item 4. DESCRIPTION OF SECURITIES
Not Applicable
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Marc H. Morgenstern, a principal of the law firm of Kahn, Kleinman,
Yanowitz & Arnson, Co., L.P.A., is the Secretary of the Registrant and is the
trustee of various trusts for the benefit of the Chief Executive Officer's
children that owns 51,000 shares of Common Stock. In addition, certain attorneys
in the law firm own shares of Common Stock.
2
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Under certain circumstances provided in Article V of the Registrant's
Amended and Restated Code of Regulations and subject to Section 1701.13 of the
Ohio General Corporation Law (which sets forth conditions and limitations
governing the indemnification of officers, directors and other persons), the
Registrant will indemnify any director or officer or any former director or
officer of the Registrant against losses, damages, or liabilities reasonably
incurred by such director or officer by reason of the fact that he is or was
such director or officer in connection with any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative. The Registrant maintains liability insurance for all of its
directors and officers. This insurance also insures the Registrant against
amounts payable to indemnify directors and officers, subject to policy limits
and retention amounts.
Under the Ohio General Corporation Law, a director's liability to the
Registrant or its shareholders for damages is limited to only those situations
where it is proved by clear and convincing evidence that the director's action
or failure to act was undertaken with deliberate intent to cause injury to the
Registrant or undertaken with reckless disregard for the best interests of the
Registrant, and those situations involving unlawful loans, asset distributions,
dividend payments or share repurchases. As a result, shareholders may be unable
to recover monetary damages against directors for actions which constitute gross
negligence or which are in violation of their fiduciary duties, although it may
be possible to obtain injunctive or other equitable relief with respect to such
actions.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable
Item 8. EXHIBITS
The Exhibits to the Registration Statement are listed in the Exhibit
Index on page 7 of this Registration Statement.
Item 9. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement
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.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, as amended (the "Securities Act") each such
post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and
3
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
1934 Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the 1934 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) The undersigned Registrant hereby undertakes to deliver or cause to
be delivered with the prospectus, to each person to whom the prospectus is sent
or given, the latest annual report, to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Exchange Act; and, where
interim financial information required to be presented by Article 3 of
Regulation S-X is not set forth in the prospectus, to deliver, or cause to be
delivered to each person to whom the prospectus is sent or given, the latest
quarterly report that is specifically incorporated by reference in the
prospectus to provide such interim financial information.
(d) Insofar as indemnification for liabilities 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 SEC 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 it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
4
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 Cleveland, State of Ohio, on the twenty-fourth day of
July, 2002.
July 24, 2002 OLYMPIC STEEL, INC.
By: /s/ Richard T. Marabito
---------------------------------------
Richard T. Marabito,
Chief Financial Officer 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 and on the date indicated:
July 24, 2002 /s/ Michael D. Siegal
--------------------------------------------
Michael D. Siegal,
Chairman of the Board and Chief Executive
Officer
July 24, 2002 /s/ David A. Wolfort
--------------------------------------------
David A. Wolfort,
President, Chief Operating Officer and
Director
July 24, 2002 /s/ Richard T. Marabito
--------------------------------------------
Richard T. Marabito,
Chief Financial Officer and Treasurer
(Principal Accounting Officer)
July 24, 2002 /s/ Martin H. Elrad
--------------------------------------------
Martin H. Elrad, Director
July 24, 2002 /s/ Thomas M. Forman
--------------------------------------------
Thomas M. Forman, Director
July 24, 2002 /s/ James B. Meathe
--------------------------------------------
James B. Meathe, Director
July 24, 2002 /s/ Suren A. Hovsepian
--------------------------------------------
Suren A. Hovsepian, Director
5
The undersigned, by signing his name hereto, does sign and execute this
Registration Statement on Form S-8 pursuant to the Powers of Attorney executed
by the above-named Officers and Directors of the Registrant and which are being
filed herewith with the Securities and Exchange Commission on behalf of such
officers and directors.
By: /s/ Richard T. Marabito July 24, 2002
------------------------------------------
Richard T. Marabito, Attorney-in-Fact
6
OLYMPIC STEEL, INC.
INDEX TO EXHIBITS
EXHIBIT DESCRIPTION
5.1 Opinion of Kahn, Kleinman, Yanowitz & Arnson, Co., L.P.A., as to the
legality of Common Stock being registered
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Kahn, Kleinman, Yanowitz & Arnson, Co., L.P.A. (included
in Exhibit 5.1)
24.1 Directors and Officers Powers of Attorney
7