As filed with the Securities and Exchange Commission on May 24, 2001.
Registration Statement No. 333-___________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
____________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
____________________
OWENS & MINOR, INC.
(Exact name of Registrant as specified in its charter)
Virginia 54-1701843
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
4800 Cox Road
Glen Allen, Virginia 23060-6292
(Address of principal executive office, including zip code)
OWENS & MINOR, INC.
1998 STOCK OPTION AND INCENTIVE PLAN
(Full title of the Plan)
____________________
Drew St. J. Carneal
Senior Vice President, Secretary & General Counsel
Owens & Minor, Inc.
4800 Cox Road
Glen Allen, Virginia 23060-6292
(804) 747-9794
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
With copies to:
C. Porter Vaughan, III
Hunton & Williams
951 East Byrd Street
Richmond, Virginia 23219-4074
(804) 788-8200
____________________
CALCULATION OF REGISTRATION FEE
Proposed maximum Proposed maximum
Title of securities Amount to be Offering price aggregate Amount of
To be registered Registered Per share(*) offering price(*) registration fee
----------------------------------------------------------------------------------------------------------------------
Common Stock, $2.00 par
value per share 1,400,000 shares $19.33 $27,062,000 $6,766
(including associated
Rights)
======================================================================================================================
(*) Estimated solely for the purpose of computing the registration fee.
This amount was calculated pursuant to Rule 457(c) on the basis of the average
of the high and low prices of the Common Stock on the New York Stock Exchange on
May 21, 2001.
The contents of the Registrant's Form S-8 Registration Statement,
Registration No. 333-58337 dated July 1, 1998 relating to the 1998 Stock Option
and Incentive Plan are incorporated herein by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
Exhibit No.
-----------
4 Owens & Minor, Inc. 1998 Stock Option and Incentive Plan, as amended.
5 Opinion of Drew St. J. Carneal as to the legality of the securities being
registered.
23.1 Consent of Drew St. J. Carneal (included in the opinion filed as Exhibit 5
to the Registration Statement).
23.2 Consent of KPMG LLP.
24 Power of Attorney (included on signature page).
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Glen Allen, Commonwealth of Virginia, on this 23rd
day of May, 2001.
OWENS & MINOR, INC.
By: /s/ G. Gilmer Minor, III
--------------------------------
G. Gilmer Minor, III
Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities indicated
on this 23rd day of May, 2001. Each person whose signature appears below hereby
constitutes and appoints each of G. Gilmer Minor, III and Drew St. J. Carneal
his/her true and lawful attorney-in-fact, for him/her, and in his/her name,
place and stead, to sign any and all amendments (including post-effective
amendments) to this Registration Statement and to cause the same to be filed
with the Securities and Exchange Commission, hereby granting to said attorneys-
in-fact full power to do and perform all and every act and thing whatsoever
requisite or desirable to be done in and about the premises as fully to all
intents and purposes as the undersigned might or could do in person, hereby
ratifying and confirming all acts and things that said attorney-in-fact may do
or cause to be done by virtue of these presents.
Signature and Title Signature and Title
------------------- -------------------
By: /s/ G. Gilmer Minor, III By: /s/ Jeffrey Kaczka
------------------------------------ -------------------------------
G. Gilmer Minor, III Jeffrey Kaczka
Chairman and Chief Executive Officer Senior Vice President and Chief
Director Financial Officer
(Principal Executive Officer) (Principal Financial Officer)
By: /s/ Olwen B. Cape By: /s/ A. Marshall Acuff
------------------------------ ---------------------
Olwen B. Cape A. Marshall Acuff
Vice President and Controller Director
(Principal Accounting Officer)
By: /s/ Henry A. Berling By: /s/ Josiah Bunting, III
-------------------- -----------------------
Henry A. Berling Josiah Bunting, III
Director Director
By: /s/ John T. Crotty By: /s/ James B. Farinholt, Jr.
------------------ ---------------------------
John T. Crotty James B. Farinholt, Jr.
Director Director
By: /s/ Vernard W. Henley By:
--------------------- -----------------
Vernard W. Henley Peter S. Redding
Director Director
By: /s/ James E. Rogers By: /s/ James E. Ukrop
------------------- ------------------
James E. Rogers James E. Ukrop
Director Director
By: /s/ Anne Marie Whittemore
-------------------------
Anne Marie Whittemore
Director
EXHIBIT INDEX
Sequentially
Exhibit No. Description Numbered Page
---------- ----------- -------------
4 Owens & Minor, Inc. 1998 Stock Option and
Incentive Plan, as amended.
5 Opinion of Drew St. J. Carneal as to the
legality of the securities being registered.
23.1 Consent of Drew St. J. Carneal (included in
the opinion filed as Exhibit 5 to the
Registration Statement).
23.2 Consent of KPMG LLP.
24 Power of Attorney (included on signature page).