As filed with the Securities and Exchange Commission on October 11, 2000.
Registration Statement No. 333-________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
POLYONE CORPORATION
(Exact name of registrant as specified in its charter)
| OHIO | 34-1730488 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. employer identification no.) |
200 Public Square, Suite 36-5000
Cleveland, Ohio 44114-2304
(Address of principal executive offices)
POLYONE CORPORATION
2000 STOCK INCENTIVE PLAN
(Full title of the plan)
Gregory L. Rutman, Esq.
PolyOne Corporation
200 Public Square, Suite 36-5000
Cleveland, Ohio 44114-2304
(216) 589-4000
(Name, address, and telephone number, including area code, of
agent for service)
CALCULATION OF REGISTRATION FEE
| Proposed | ||||||||||||||||
| Proposed | maximum | |||||||||||||||
| maximum | aggregate | |||||||||||||||
| Title of securities to | offering price | offering | Amount of | |||||||||||||
| be registered | Amount to be registered | per share(2) | price (2) | registration fee (2) | ||||||||||||
| Common Shares, par value $.01 per share |
4,500,000 shs.(1) | $ | 7.72 | $ | 34,740,000 | $ | 9,171.36 | |||||||||
| (1) | Maximum number of shares that may be issued or transferred under the Plan. | |
| (2) | Estimated in accordance with Rule 457(c) and 457(h) under the Securities Act of 1933, as amended, solely for purposes of calculating the registration fee. The fee with respect to the shares registered in this Registration Statement is based on the average of the high and low sale prices on October 5, 2000 of the Registrant’s common shares as reported on The New York Stock Exchange. |
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I of the General Instructions to the Registration Statement on Form S-8 will be sent or given to employees of the Registrant who participate in the Plan as required by Rule 428(b)(1) promulgated 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 previously filed with the Securities and Exchange Commission (the “Commission”) are incorporated by reference in, and made a part of, this Registration Statement:
| (1) | Annual Report on Form 10-K for the fiscal year ended December 31, 1999, filed by The Geon Company on March 24, 2000. | |
| (2) | Annual Report on Form 10-K for the fiscal year ended December 31, 1999, filed by M.A. Hanna Company on March 27, 2000. | |
| (3) | Balance Sheet of Consolidation Corp. as of June 30, 2000, set forth at pages F-13 through F-15 in Amendment No. 3 to Form S-4 Registration Statement (No. 333-37344) filed by The Geon Company, M.A. Hanna Company and Consolidation Corp. on July 28, 2000. | |
| (4) | Quarterly Reports on Form 10-Q for the quarters ended March 31, 2000, and June 30, 2000, filed by The Geon Company on May 15, 2000 and August 14, 2000, respectively. | |
| (5) | Quarterly Reports on Form 10-Q for the quarters ended March 31, 2000, and June 30, 2000, filed by M.A. Hanna Company on May 12, 2000 and August 14, 2000, respectively. | |
| (6) | Current Reports on Form 8-K filed by The Geon Company on April 7, 2000, April 20, 2000, April 27, 2000, May 9, 2000, June 6, 2000, June 20, 2000, July 10, 2000, July 21, 2000, July 26, 2000, August 16, 2000 and August 29, 2000. | |
| (7) | Current Reports on Form 8-K filed by M.A. Hanna Company on May 9, 2000, May 11, 2000, July 26, 2000, August 14, 2000 and August 16, 2000. | |
| (8) | Current Reports on Form 8-K filed by the Registrant on September 6, 2000, September 11, 2000 and September 20, 2000. |
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| (9) | A description of the Registrant’s capital stock set forth in the Form 8-A filed with the Commission on August 31, 2000, pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any amendment or report filed for the purpose of updating that description. |
All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act after the date of this Registration Statement and 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 this Registration Statement and to be a part of this Registration Statement from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not Applicable
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Certain partners of Thompson Hine & Flory LLP beneficially own Common Shares in the Registrant.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
PolyOne Corporation is an Ohio corporation. Under Section 1701.13 of the Ohio General Corporation Law (“Ohio Law”), Ohio corporations are permitted to indemnify directors, officers, employees and agents within prescribed limits and must indemnify them under certain circumstances. Ohio Law does not authorize the payment by a corporation of judgments against a director, officer, employee or agent after a finding of negligence or misconduct in a derivative suit absent a court order determining that such person is fairly and reasonably entitled to indemnification. Indemnification is required, however, to the extent that such person succeeds on the merits. In all other cases, if it is determined that a director, officer, employee or agent acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interest of the corporation, indemnification is discretionary except as otherwise provided by a corporation’s articles of incorporation, code of regulations or contract and except with respect to the advancement of expenses of directors.
With respect to the advancement of expenses, Ohio Law provides that a director (but not an officer, employee or agent) is entitled to mandatory advancement of expenses, including attorneys’ fees, incurred in defending any action brought against the director, provided that the director agrees to cooperate with the corporation concerning the matter and to repay the amount advanced if it is proven by clear and convincing evidence that his or her act or failure to act was done with deliberate intent to cause injury to the corporation or with reckless disregard for the corporation’s best interests.
Article Sixth of PolyOne Corporation’s articles of incorporation provides for indemnification of directors and officers. The provision provides that a director of PolyOne
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Corporation will not be personally liable to PolyOne Corporation or its shareholders for monetary damages for breach of fiduciary duty as a director, except to the extent that an exemption from liability or limitation is not permitted under Ohio Law. Article Sixth provides that any director or officer will be indemnified to the fullest extent permitted by Ohio Law except as may be otherwise provided in PolyOne Corporation’s code of regulations.
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: |
| (i) To include any prospectus required by Section l0(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; |
| (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)(l)(i) and (a)(l)(ii) do not apply if the Registration Statement is on Form S-3, Form S-8 or Form F-3, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or 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 of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the |
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| 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 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) 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 Commission such indemnification is against public policy as expressed in the Securities Act of 1933 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 of 1933 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, as amended, 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 October 11, 2000.
| POLYONE CORPORATION | |
| By: /s/ Gregory L. Rutman | |
| Gregory L. Rutman, Vice President, Chief Legal Officer & Secretary |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated as of October 11, 2000.
| Signature | Title | |
| /s/ Thomas A. Waltermire* | Chairman, President, Chief Executive Officer | |
| and Director (Principal Executive Officer) | ||
| Thomas A. Waltermire | ||
| /s/ W. David Wilson* | Vice President and Chief Financial Officer | |
| (Principal Financial and Accounting Officer) | ||
| W. David Wilson | ||
| /s/ James K. Baker* | Director | |
| James K. Baker | ||
| /s/ Gale Duff-Bloom* | Director | |
| Gale Duff-Bloom | ||
| /s/ J. Douglas Campbell* | Director | |
| J. Douglas Campbell | ||
| /s/ Carol A. Cartwright* | Director | |
| Carol A. Cartwright |
(Signatures continued on next page)
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(Signatures continued from previous page)
| /s/ D. Larry Moore* | Director | |
| D. Larry Moore | ||
| /s/ Farah M. Walters* | Director | |
| Farah M. Walters | ||
| /s/ Wayne R. Embry* | Director | |
| Wayne R. Embry | ||
| /s/ Robert A. Garda* | Director | |
| Robert A. Garda | ||
| /s/ Gordon D. Harnett* | Director | |
| Gordon D. Harnett | ||
| /s/ David H. Hoag* | Director | |
| David H. Hoag | ||
| /s/ Marvin L. Mann* | Director | |
| Marvin L. Mann | ||
| *By:_/s/ Gregory L. Rutman | ||
| Gregory L. Rutman, attorney-in-fact | ||
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POLYONE CORPORATION
INDEX TO EXHIBITS
| Exhibit | Description | |||||
| 4.1 | Articles of Incorporation of PolyOne Corporation filed as Exhibit 3.1 to the Registrant’s Amendment No. 3 to Registration Statement on Form S-4, filed on July 28, 2000, and incorporated herein by reference. | |||||
| 4.2 | Code of Regulations of PolyOne Corporation filed as Exhibit 3.2 to the Registrant’s Amendment No. 3 to Registration Statement on Form S-4, filed on July 28, 2000, and incorporated herein by reference. | |||||
| 23.1 | Consent of Arthur Andersen LLP. | |||||
| 23.2 | Consent of PricewaterhouseCoopers LLP. | |||||
| 23.3 | Consent of Ernst & Young LLP regarding The Geon Company. | |||||
| 23.4 | Consent of Ernst & Young LLP regarding Consolidation Corp. | |||||
| 24 | Power of Attorney executed by officers and directors who signed this Registration Statement. |
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1 Exhibit 23.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement on Form S-8 (PolyOne Corporation 2000 Stock Incentive Plan Registration No. 333- ) of our report dated January 25, 2000, included in The Geon Company's Form 10-K for the year ended December 31, 1999, and to all references to our firm included in this registration statement. /s/ Arthur Andersen LLP Dallas, Texas October 9, 2000
1 Exhibit 23.2 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of PolyOne Corporation of our report dated January 28, 2000 relating to the consolidated financial statements of M.A. Hanna Company, which appears in the 1999 Annual Report to Shareholders of M.A. Hanna Company, which is incorporated by reference in M.A. Hanna Company's Annual Report on Form 10-K for the year ended December 31, 1999. We also consent to the incorporation by reference of our report dated January 28, 2000 relating to the financial statement schedule, which appears in such Annual Report on Form 10-K. /s/ PricewaterhouseCoopers LLP Cleveland, Ohio October 11, 2000
1 Exhibit 23.3 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the PolyOne Corporation 2000 Stock Incentive Plan of our reports dated January 27, 2000, with respect to the consolidated financial statements of The Geon Company incorporated by reference in The Geon Company Annual Report (Form 10-K) for the year ended December 31, 1999 and March 23, 2000 with respect to the related financial statement schedule included therein, filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP Cleveland, Ohio October 10, 2000
1 Exhibit 23.4 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the PolyOne Corporation 2000 Stock Incentive Plan of our report dated July 24, 2000, with respect to the balance sheet of Consolidation Corp. included in Amendment No. 3 to Form S-4 (333-37344), filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP Cleveland, Ohio October 10, 2000
1 Exhibit 24 POWER OF ATTORNEY Each of the undersigned officers and directors of PolyOne Corporation, an Ohio corporation (the "Corporation"), which proposes to file with the Securities and Exchange Commission (the "Commission") a Registration Statement on Form S-8 under the Securities Act of 1933, as amended, with respect to the PolyOne Corporation 2000 Stock Incentive Plan, hereby constitutes and appoints Thomas A. Waltermire, W. David Wilson and Gregory L. Rutman, and each of them, severally, as his attorney-in-fact and agent, with full power of substitution and resubstitution, for and in his name, place, and stead, to sign in any and all capacities and file (1) such registration statement, (2) any and all amendments, post-effective amendments, supplements, and exhibits thereto, and (3) any and all applications and other documents pertaining to such securities or such registration, with full power and authority to do and perform any and all acts and things whatsoever which any such attorney or substitute may deem necessary or advisable to be done or performed in connection with any or all of the above-described matters, as fully as each of the undersigned could do if personally present and acting, hereby ratifying, confirming, and approving all acts of any such attorney or substitute. This Power of Attorney has been signed in the respective capacities indicated below on September 5, 2000. /s/ Thomas A. Waltermire /s/ W. David Wilson - ------------------------------------ ------------------------------------- THOMAS A. WALTERMIRE, W. DAVID WILSON, Chairman of the Board, Vice President and President and Chief Chief Financial Officer Executive Officer and Director /s/ Gregory P. Smith /s/ James K. Baker - ------------------------------------ ------------------------------------- GREGORY P. SMITH, JAMES K. BAKER, Controller Director /k/ J. Douglas Campbell /s/ Carol A. Cartwright - ------------------------------------ ------------------------------------- J. DOUGLAS CAMPBELL, CAROL A. CARTWRIGHT, Director Director (Additional Signatures on Next Page)
2 /s/ Gale Duff-Bloom /s/ Wayne R. Embry - --------------------------------- --------------------------------- GALE DUFF-BLOOM, WAYNE R. EMBRY, Director Director /s/ Robert A. Garda /s/ Gordon D. Harnett - --------------------------------- --------------------------------- ROBERT A. GARDA, GORDON D. HARNETT, Director Director /s/ David H. Hoag /s/ Marvin L. Mann - --------------------------------- --------------------------------- DAVID H. HOAG, MARVIN L. MANN, Director Director /s/ D. Larry Moore /s/ Farah M. Walters - --------------------------------- --------------------------------- D. LARRY MOORE, FARAH M. WALTERS, Director Director