FORM S-8
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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OLYMPIC STEEL, INC.
(Exact name of registrant as specified in its charter)
OHIO 34-1245650
(STATE OR OTHER JURISDICTION OF (IRS EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
5096 RICHMOND ROAD
BEDFORD HEIGHTS, OHIO 44146
(Address of principal executive offices)
OLYMPIC STEEL, INC.
STOCK OPTION PLAN
(Full title of the plan)
MICHAEL D. SIEGAL, CHAIRMAN
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 Aggregate Offering Amount of
be Registered Registered Price per Share Price Registration Fee
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Common Shares 850,000 $21.84(1) $18,564,000 $2,352.06
without par value
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(1) Estimated solely for purposes of calculating the registration fee
pursuant to Rule 457(h) under the Securities Act of 1933, as amended.
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The prospectus pertaining to this registration statement shall also
relate to Registration Statement 333-10679 which also registered shares issuable
under the Stock Option Plan.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents heretofore filed with the Securities and
Exchange Commission (the "Commission") are incorporated herein by reference and
made a part hereof: (a) the Registrant's Annual Report on Form 10-K for the year
ended December 31, 2003; (b) the Registrant's Quarterly Report on Form 10-Q for
the quarters ended March 31 and June 30, 2004; 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 Commission on January 31, 1994 under the Securities
Act.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended,
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 part
hereof from the date of filing of such documents.
The Registrant also incorporates by reference the contents of
Registration Statement 333-10679 which registered securities of the same class
of the securities covered by this Registration Statement and which are issuable
under the Registrant's Stock Option Plan.
Item 4. - Item 7.
Not applicable per General Instruction E.
Item 8. EXHIBITS
The Exhibits to the Registration Statement are listed in the Exhibit
Index on page 4 of this Registration Statement.
Item 9. UNDERTAKINGS
Not applicable per General Instruction E.
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 17th day of August,
2004.
OLYMPIC STEEL, INC.
By: /s/ Michael D. Siegal
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Michael D. Siegal, Chairman and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below on the 17th day of August, 2004 by
the following persons in the capacities indicated.
Ralph M. Della Ratta, Director
Martin H. Elrad, Director
Thomas M. Forman, Director
Howard L. Goldstein, CPA, Director
Richard T. Marabito, Chief Financial Officer (Chief Accounting Officer)
James B. Meathe, Director
Michael D. Siegal, Chairman of the Board and Chief Executive Officer
David A. Wolfort, President, Chief Operating Officer and Director
The undersigned, by signing his name hereto, executes this Registration
Statement on Form S-8 pursuant to 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/ Michael D. Siegal
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Michael D. Siegal, Attorney-in-fact
Date: August 17, 2004
OLYMPIC STEEL, INC.
INDEX TO EXHIBITS
Exhibit Description
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5.1 Opinion of Kahn Kleinman, a Legal Professional Association, as
to the legality of the Common Shares being registered
23.1 Consent of Kahn Kleinman, a Legal Professional Association
(included in Exhibit 5.1)
23.2 Consent of PricewaterhouseCoopers LLP
24.1 Powers of Attorney of Directors and Officers