As filed with the Securities and Exchange Commission on April 26, 2002
Reg. No. 33-
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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OIL-DRI CORPORATION OF AMERICA
(Exact Name of Registrant as Specified in its Charter)
Delaware 36-2048898
(State of (I.R.S. Employer
Incorporation) Identification No.)
410 N. Michigan Avenue
Chicago, IL 60611
(Address and Zip Code of Principal Executive Offices)
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OIL-DRI CORPORATION OF AMERICA
OUTSIDE DIRECTOR STOCK PLAN
(Full Title of the Plan)
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Maryon Gray
Oil-Dri Corporation of America
410 N. Michigan Ave.
Chicago, IL 60611
312-321-1515
(Name, Address, and Telephone Number of Agent For Service)
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CALCULATION OF REGISTRATION FEE
===================================================================
TITLE OF AMOUNT PROPOSED PROPOSED AMOUNT OF
SECURITIES TO BE MAXIMUM MAXIMUM REGISTRATION
TO BE REGISTERED REGISTERED OFFERING AGGREGATE FEE
PRICE PER OFFERING
SHARE PRICE (1)
(1)(2)
- -------------------------------------------------------------------
Common Stock,
par value $.10 200,000 $ 9.775 $ 1,955,000 $ 179.86
per share shares (3)
===================================================================
(1) Calculated pursuant to Rules 457(h)(1) and 457(c) based on the
average of the high and low prices reported for the Registrant's
common stock on the New York Stock Exchange Composite Tape on
April 22, 2002.
(2) Estimated solely for the purpose of calculating the registration
fee in accordance with Rule 457 under the Securities Act of 1933,
as amended.
(3) Anticipated to be issued from treasury shares of the Company.
i
EXPLANATORY NOTE
As permitted by the rules of the Securities and Exchange
Commission (the "Commission"), this Registration Statement
omits the information specified in Part I of Form S-8.
-i-
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3: INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed with the Commission by Oil-Dri
Corporation of America (the "Company") are incorporated in this
Registration Statement on Form S-8 (the "Registration Statement") by
reference:
(a) The Company's Annual Report on Form 10-K for the fiscal
year ended July 31, 2001 ("2001 Form 10-K").
(b) All other reports filed by the Company pursuant to Section
13 or 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act") since the end of the fiscal
year covered by the 2001 Form 10-K.
(c) The description of the Company's Common Stock, par value
$.10 per share (the "Common Stock"), under the
caption Description of Common Stock, Class B Stock, and
Class A Common Stock in the Company's Proxy Statement dated
November 3, 1997.
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the
filing of a post-effective amendment which indicates that all
securities registered hereunder have been sold or which deregisters
all of the securities offered then remaining unsold, shall be deemed
to be incorporated herein by reference and to be a part hereof from
the date of filing of such documents.
The consolidated financial statements and schedules included in
the Company's 2001 Form 10-K have been audited by Blackman Kallick
Bartelstein LLP, independent auditors, as set forth in their report
thereon, and are incorporated herein by reference. Such
consolidated financial statements are incorporated by reference
herein in reliance upon such report given upon the authority of such
firm as experts in accounting and auditing. Future financial
statements of the Company and the reports thereon of Blackman
Kallick Bartelstein LLP to be included in subsequent filed documents
also will be incorporated by reference in this Registration
Statement in reliance upon the authority of that firm as experts in
giving those reports to the extent such firm has audited those
financial statements and consented to the use of their reports
thereon.
ITEM 4: DESCRIPTION OF SECURITIES
The Common Stock is registered under Section 12 of the Exchange
Act.
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ITEM 5: INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable
ITEM 6: INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the General Corporation Law of the State of
Delaware (the "Delaware Law") empowers a Delaware corporation to
indemnify any persons who are, or are threatened to be made, parties
to any threatened, pending or completed legal action, suit or
proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of such corporation), by
reason of the fact that such person is or was an officer, director,
employee or agent of such corporation, or is or was serving at the
request of such corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or
other enterprise. The indemnity may include 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, provided that such officer or
director acted in good faith and in a manner he reasonably believed
to be in or not opposed to the corporation's best interests, and,
for criminal proceedings, had no reasonable cause to believe his
conduct was unlawful. A Delaware corporation may indemnify officers
and directors against expenses (including attorneys' fees) in an
action by or in the right of the corporation under the same
conditions, except that no indemnification is permitted without
judicial approval if the officer or director is adjudged to be
liable to the corporation. Where an officer or director is
successful on the merits or otherwise in the defense of any action
referred to above, the corporation must indemnify him against the
expenses which such officer or director actually and reasonably
incurred.
In accordance with Section 102(b)(7) of the Delaware Law, the
Certificate of Incorporation, as amended, of the Company contains a
provision to limit the personal liability of the directors of the
Company for violations of their fiduciary duty. This provision
eliminates director's liability to the Company or its stockholders
for monetary damages except (i) for any breach of the director's
duty of loyalty to the Company 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 the
Delaware Law providing for liability of directors for unlawful
payment of dividends or unlawful stock purchases or redemptions, or
(iv) for any transaction from which a director derived an improper
personal benefit. The effect of this provision is to eliminate the
personal liability of directors for monetary damages for actions
involving a breach of their fiduciary duty of care, including any
such actions involving gross negligence.
Article VII of the By-Laws of the Company provides for
indemnification of the officers and directors of the Company to the
full extent permitted by applicable law. The Company has in effect
insurance policies providing both directors' and officers' liability
coverage and corporation reimbursement coverage.
ITEM 7: EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
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ITEM 8: EXHIBITS
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3.1 Certificate of Incorporation of the Company, as
amended (Exhibit 4.1 to the S-8 Registration
Statement No. 333-57625 filed June 24, 1998*/
--
3.2 By-Laws of the Company, as amended (Exhibit
(3)(b) to the July 31, 1995 Form 10-K)*/
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23.1 Consent of Blackman Kallick Bartelstein LLP
============================================================
- -------------------
*/ Incorporated by reference.
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ITEM 9. UNDERTAKINGS
(a) RULE 415 OFFERING. The Company hereby undertakes:
-----------------
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to the Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933 (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 registration statement is on Form S-8, and the
information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the
Company 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.
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(b) INCORPORATION OF SUBSEQUENT EXCHANGE ACT DOCUMENTS BY REFERENCE.
---------------------------------------------------------------
The Company hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the Company's
annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to 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.
(h) FORM S-8 REGISTRATION STATEMENT.
-------------------------------
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of the Company pursuant to the foregoing
provisions (See Item 6 above), or otherwise, the Company 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 Company of expenses incurred or paid by a director, officer or
controlling person of the Company 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 Company 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Company 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 Chicago,
State of Illinois, on April 24, 2002.
OIL-DRI CORPORATION OF AMERICA
By: /s/ Daniel S. Jaffee
-------------------------
Daniel S. Jaffee
President & Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Daniel S. Jaffee
and Maryon Gray and each of them, his or her true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her name, place and
stead, in any and all capacities, to sign any and all amendments to
this Registration Statement, and to file the same, with all exhibits
thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite
and necessary to be done, in and about the premises, as fully to all
intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact, and
each of them, and agents or their substitutes may lawfully do or
cause to be done by virtue hereof.
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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SIGNATURE TITLE DATE
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/s/ Richard M. Jaffee Chairman of the Board of April 24, 2002
--------------------- Directors
Richard M. Jaffee
/s/ Daniel S. Jaffee President, Chief Executive April 24, 2002
--------------------- Officer, and Director
Daniel S. Jaffee
/s/ Jeffrey M. Libert Vice President and Chief April 24, 2002
--------------------- Financial Officer
/s/ Daniel T. Smith Vice President, Controller April 24, 2002
--------------------- and Chief Accounting Officer
Daniel T. Smith
/s/ J. Steven Cole Director April 24, 2002
---------------------
J. Steven Cole
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/s/ Arnold W. Donald Director April 24, 2002
---------------------
Arnold W. Donald
/s/ Ronald B. Gordon Director April 24, 2002
---------------------
Ronald B. Gordon
/s/ Thomas D. Kuczmarski Director April 24, 2002
---------------------
Thomas D. Kuczmarksi
/s/ Joseph C. Miller Director April 24, 2002
---------------------
Joseph C. Miller
/s/ Paul J. Miller Director April 24,2002
---------------------
Paul J. Miller
/s/ Alan H. Selig Director April 24, 2002
---------------------
Alan H. Selig
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INDEX TO EXHIBITS
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EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
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3.1 Certificate of Incorporation of the Company,
as amended (Exhibit 4.1 to the S-8
Registration Statement No. 333-57625 filed
June 24, 1998*/
--
3.2 By-Laws of the Company, as amended (Exhibit
(3)(b) to the July 31, 1995 Form 10-K)*/
-
23.1 Consent of Blackman Kallick Bartelstein LLP.
==========================================================
- ---------------------------
*/ Incorporated by reference.
- -
EXHIBIT 23.1
INDEPENDENT PUBLIC ACCOUNTANTS' CONSENT
We consent to the incorporation by reference of our report on
the Company dated September 10, 2001 which is included in the
Oil-Dri Corporation of America Form 10-K for the fiscal year ended
July 31, 2001 in the Registration Statement on Form S-8 pertaining
to the Oil-Dri Corporation of America Outside Director Stock Plan.
We likewise consent to all references to us in such Registration
Statement on Form S-8.
/s/ Blackman Kallick Bartelstein LLP
--------------------------------------
Blackman Kallick Bartelstein LLP
Chicago, Illinois
April 24, 2002