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<SEC-DOCUMENT>0000950152-02-008925.txt : 20021127
<SEC-HEADER>0000950152-02-008925.hdr.sgml : 20021127
<ACCEPTANCE-DATETIME>20021127113357
ACCESSION NUMBER:		0000950152-02-008925
CONFORMED SUBMISSION TYPE:	S-8 POS
PUBLIC DOCUMENT COUNT:		4
FILED AS OF DATE:		20021127
EFFECTIVENESS DATE:		20021127

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			RPM INTERNATIONAL INC/DE/
		CENTRAL INDEX KEY:			0000110621
		STANDARD INDUSTRIAL CLASSIFICATION:	PAINTS, VARNISHES, LACQUERS, ENAMELS & ALLIED PRODUCTS [2851]
		IRS NUMBER:				020642224
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			0531

	FILING VALUES:
		FORM TYPE:		S-8 POS
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	033-32794
		FILM NUMBER:		02842497

	BUSINESS ADDRESS:	
		STREET 1:		2628 PEARL RD
		STREET 2:		P O BOX 777
		CITY:			MEDINA
		STATE:			OH
		ZIP:			44258
		BUSINESS PHONE:		3302735090

	MAIL ADDRESS:	
		STREET 1:		2628 PEARL RD
		STREET 2:		P O BOX 777
		CITY:			MEDINA
		STATE:			OH
		ZIP:			44258

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	REPUBLIC POWDERED METALS INC
		DATE OF NAME CHANGE:	19711027

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	RPM INC/OH/
		DATE OF NAME CHANGE:	19920703

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	RPM INTERNATIONAL INC/OH/
		DATE OF NAME CHANGE:	20021015
</SEC-HEADER>
<DOCUMENT>
<TYPE>S-8 POS
<SEQUENCE>1
<FILENAME>l97427asv8pos.txt
<DESCRIPTION>RPM INTERNATIONAL INC.     S-8 POS
<TEXT>
<PAGE>


    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 27, 2002
                                                      REGISTRATION NO. 33-32794
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                         POST-EFFECTIVE AMENDMENT NO. 1
                                       TO
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                             RPM INTERNATIONAL INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

               DELAWARE                                  02-0642224
    (STATE OR OTHER JURISDICTION OF         (I.R.S. EMPLOYER IDENTIFICATION NO.)
    INCORPORATION OR ORGANIZATION)

                                  P.O. BOX 777
                                 2628 PEARL ROAD
                               MEDINA, OHIO 44258
          (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)


            RPM INTERNATIONAL INC. 1989 STOCK OPTION PLAN, AS AMENDED
                            (FULL TITLE OF THE PLAN)


                                FRANK C. SULLIVAN
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                             RPM INTERNATIONAL INC.
                                  P.O. BOX 777
                                 2628 PEARL ROAD
                               MEDINA, OHIO 44258
                                 (330) 273-5090
 (NAME, ADDRESS AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)

                                   COPIES TO:
<TABLE>
    <S>                                                                    <C>
                   P. KELLY TOMPKINS, ESQ.                                      EDWARD W. MOORE, ESQ.
    SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY                    CALFEE, HALTER & GRISWOLD LLP
                   RPM INTERNATIONAL INC.                                  1400 MCDONALD INVESTMENT CENTER
                        P.O. BOX 777                                             800 SUPERIOR AVENUE
                       2628 PEARL ROAD                                        CLEVELAND, OHIO 44114-2688
                     MEDINA, OHIO 44258                                             (216) 622-8200
                       (330) 273-5090
</TABLE>

                         ------------------------------

<PAGE>
                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================ ===================== ====================== ======================= ====================
                                                         PROPOSED MAXIMUM        PROPOSED MAXIMUM          AMOUNT OF
    TITLE OF EACH CLASS OF           AMOUNT TO BE         OFFERING PRICE            AGGREGATE            REGISTRATION
  SECURITIES TO BE REGISTERED         REGISTERED             PER UNIT             OFFERING PRICE              FEE
- -------------------------------- --------------------- ---------------------- ----------------------- --------------------
<S>                              <C>                   <C>                    <C>                     <C>
See below(1).                            N/A                    N/A                    N/A                    N/A
================================ ===================== ====================== ======================= ====================
</TABLE>

 (1) No additional securities are to be registered, and registration fees were
     paid upon filing of the original Registration Statement on Form S-8
     (Registration No. 33-32794). Therefore, no further registration fee is
     required. The common stock, par value $0.01 per share, of RPM International
     Inc. (the "Common Stock") previously registered includes rights (the
     "Rights") to purchase shares of Common Stock under RPM International Inc.'s
     Rights Agreement, as amended, that, prior to the occurrence of certain
     events, will not be exercisable or evidenced separately from the shares of
     Common Stock.

<PAGE>

                                EXPLANATORY NOTE

         This Post-Effective Amendment No. 1 (this "Amendment") to that certain
Registration Statement on Form S-8 (Registration No. 33-32794, the "Registration
Statement") is being filed pursuant to Rule 414 under the Securities Act of
1933, as amended (the "Securities Act") by RPM International Inc., a Delaware
corporation, which is the successor to the reporting obligations of RPM, Inc.,
an Ohio corporation, following a statutory merger effective 9:00 a.m. (Eastern
Time), October 15, 2002, for the purpose of changing RPM, Inc.'s state of
incorporation to Delaware. Effective on that date, RPM, Inc. became a subsidiary
of RPM International Inc., a newly formed Delaware holding company. The Delaware
reincorporation was approved by shareholders on October 11, 2002. The
reincorporation was effected pursuant to an Agreement and Plan of Merger, dated
as of August 29, 2002, by and among RPM International Inc., RPM, Inc. and RPM
Merger Company, an Ohio corporation and wholly owned subsidiary of RPM
International Inc. As a result of the reincorporation, RPM International Inc.
became the successor issuer to RPM, Inc. under the Securities Exchange Act of
1934, as amended (the "Exchange Act"), and will succeed to RPM, Inc.'s reporting
obligations thereunder.

         Except as modified by this Amendment, RPM International Inc., by virtue
of this Amendment, expressly adopts the Registration Statement as its own
registration statement for all purposes of the Securities Act and Exchange Act.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.       INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents of RPM International Inc. (the "Company"),
previously filed with the Securities and Exchange Commission (the "Commission"),
are incorporated herein by reference:

         (a)      The Company's Annual Report on Form 10-K for the fiscal year
                  ended May 31, 2002;

         (b)      The Company's Quarterly Report on Form 10-Q for the quarter
                  ended August 31, 2002;

         (c)      The Company's Current Report on Form 8-K, filed on October 15,
                  2002;

         (d)      The description of the Company's Common Stock and the Rights
                  to purchase shares of the Company's Common Stock contained in
                  the Company's Registration Statement on Form S-8 (Registration
                  No. 333-101501), filed with the Commission on November 27,
                  2002, and any amendments and reports filed for the purpose of
                  updating that description; and



                                      II-1
<PAGE>

         (e)      The Company's Registration Statement on Form 8-A, filed with
                  the Commission on May 11, 1999, related to the Rights.

         All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, 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 hereof from the date of the filing of such documents, other than the
portions of such documents which by statute, by designation in such documents or
otherwise, are not deemed to be filed with the Commission or are not required to
be incorporated herein by reference.

         Any statement contained in a document incorporated or deemed to be
incorporated by reference in this Registration Statement shall be deemed to be
modified or superseded, for purposes of this Registration Statement, to the
extent that a statement contained in this Registration Statement, or in any
other subsequently filed document that also is, or is deemed to be, incorporated
by reference in this Registration Statement, modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.

ITEM 4.       DESCRIPTION OF SECURITIES.

         Incorporated by reference.  See Item 3.

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 "DGCL") sets forth the conditions and limitations governing the
indemnification of officers, directors and other persons. Section 145 provides
that a corporation shall have the power to indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that the person is or was a director, officer, employee or
agent of the corporation or was serving at the request of the corporation in a
similar capacity with another corporation or other entity, against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
incurred in connection therewith if the person acted in good faith and in a
manner that the person reasonably believed to be in the best interests of the
corporation. With respect to a suit by or in the right of the corporation,
indemnity may be provided to the foregoing persons under Section 145 on a basis
similar to that set forth above, except that no indemnity may be provided in
respect of any claim, issue or matter as to which such person has been adjudged
to be liable to the corporation unless and to the extent that the Delaware Court
of Chancery or the court in which such action, suit or proceeding was brought
determines that despite the adjudication of liability, but in view



                                      II-2
<PAGE>

of all the circumstances of the case, such person is entitled to indemnity for
such expenses as the court deems proper. Moreover, Section 145 provides for
mandatory indemnification of a director, officer, employee or agent of the
corporation to the extent that such person has been successful in defense of any
such action, suit or proceeding and provides that a corporation may pay the
expenses of an officer or director in defending an action, suit or proceeding
upon receipt of an undertaking to repay such amounts if it is ultimately
determined that such person is not entitled to be indemnified. Section 145
establishes provisions for determining that a given person is entitled to
indemnification, and also provides that the indemnification provided by or
granted under Section 145 is not exclusive of any rights to indemnity or
advancement of expenses to which such person may be entitled under any bylaw,
agreement, vote of stockholders or disinterested directors or otherwise.

         Section 102(b)(7) of the DGCL permits corporations to eliminate or
limit the personal liability of a director to the corporation or its
stockholders for monetary damages for breach of the director's duty of care.
Specifically, this section provides that a director of a corporation shall not
be personally liable to the corporation or its stockholders for monetary damages
for breach of fiduciary duty as a director, except for liability (i) for any
breach of the director's duty of loyalty to the corporation or its stockholders,
(ii) for acts or omissions not in good faith that involve intentional misconduct
or a knowing violation of law, (iii) under Section 174 of the DGCL or (iv) for
any transaction from which the director derived an improper personal benefit.
Accordingly, Article VIII of the Company's Amended and Restated Certificate of
Incorporation (the "Certificate of Incorporation") provides that to the full
extent permitted by the DGCL, no director of the Company shall be personally
liable to the Company or its stockholders for or with respect to any acts or
omissions in the performance of his or her duties as a director of the Company.

         Article IX of the Certificate of Incorporation provides in part that
the Company shall indemnify any director or officer who was or is a party or is
threatened to be made a party to, or is involved in, any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that he or she is or was a director or
officer of the Company, or is or was serving at the request of the Company, as a
director, officer, employee or agent of certain other entities, against all
expense, liability and loss (including attorneys' fees, judgments, fines, ERISA
excise taxes or penalties and amounts paid in settlement) reasonably incurred or
suffered by such person in connection with such action, suit or proceeding.

         Both the DGCL and Article IX of the Certificate of Incorporation
provide that the Company may maintain insurance to cover losses incurred
pursuant to liability of directors and officers of the Company. The Company has
purchased a Directors and Officers Liability Insurance Policy, which insures the
directors and officers against certain liabilities that might arise in
connection with their respective positions with the Company.

         The Company has entered into Indemnification Agreements with each of
its directors and officers providing for additional indemnification protection
beyond that provided by the Directors and Officers Liability Insurance Policy.
In the Indemnification Agreements, the Company has agreed, subject to certain
exceptions, to indemnify and hold harmless the director or officer to the



                                      II-3
<PAGE>

maximum extent then authorized or permitted by the provisions of the Certificate
of Incorporation, the DGCL, or by any amendment(s) thereto.

ITEM 7.       EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.       EXHIBITS.

         The exhibits listed on the accompanying Exhibit Index are filed or
incorporated by reference as part of this Registration Statement.

ITEM 9.       UNDERTAKINGS.

         (a)      The Company 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
                  10(a)(3) of the Securities Act;

                           (ii) To reflect in the prospectus any facts or events
                  arising after the effective date of this 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 this
                  Registration Statement. Notwithstanding the foregoing, any
                  increase or decrease in volume of securities offered (if the
                  total dollar value of securities offered would not exceed that
                  which was registered) and any deviation from the low or high
                  end of the estimated maximum offering range may be reflected
                  in the form of prospectus filed with the Commission pursuant
                  to Rule 424(b) if, in the aggregate, the changes in volume and
                  price represent no more than a 20 percent change in the
                  maximum aggregate offering price set forth in the "Calculation
                  of Registration Fee" table in this effective Registration
                  Statement;

                           (iii) To include any material information with
                  respect to the plan of distribution not previously disclosed
                  in this Registration Statement or any material change to such
                  information in this Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if 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 Company pursuant to Sections 13 or 15(d) of the Exchange Act
that are incorporated by reference in this Registration Statement.



                                      II-4
<PAGE>


                  (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.

         (b) 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 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 this
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 may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, 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.



                                      II-5
<PAGE>

                                   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
Post-Effective Amendment No. 1 to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Cleveland,
State of Ohio, on this 27th day of November, 2002.

                                       RPM INTERNATIONAL INC.

                                       By: /s/ Frank C. Sullivan
                                          -------------------------------------
                                          Frank C. Sullivan
                                          President and Chief Executive Officer


                                POWER OF ATTORNEY

         Each person whose signature appears below hereby authorizes and
appoints Frank C. Sullivan, Ronald A. Rice, P. Kelly Tompkins, Edward W. Moore
and Arthur C. Hall III and each of them, each of whom may act without joinder of
the other, as his or her attorney-in-fact to sign on his or her behalf
individually and in the capacity stated below any and all post-effective
amendments to this Registration Statement that his or her attorney-in-fact may
deem necessary or appropriate.

         Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to the Registration Statement has been signed by
the following persons in the capacities indicated on this 27th day of November,
2002.

              Signature                   Title
              ---------                   -----

/s/ Frank C. Sullivan              President, Chief Executive Officer and
- ----------------------------       a Director (Principal Executive Officer)
Frank C. Sullivan


/s/ Robert L. Matejka              Vice President, Chief Financial Officer and
- ----------------------------       Controller (Principal Financial and
Robert L. Matejka                  Accounting Officer)



/s/ Thomas C. Sullivan             Chairman of the Board of Directors
- ----------------------------
Thomas C. Sullivan


/s/ Max D. Amstutz                 Director
- ----------------------------
Max D. Amstutz





                                      II-6
<PAGE>

              SIGNATURE               TITLE
              ---------               -----


/s/ Edward B. Brandon              Director
- ----------------------------
Edward B. Brandon


/s/ Bruce A. Carbonari             Director
- ----------------------------
Bruce A. Carbonari


/s/ E. Bradley jones               Director
- ----------------------------
E. Bradley Jones


/s/ James A. Karman                Director
- ----------------------------
James A. Karman


/s/ Donald K. Miller               Director
- ----------------------------
Donald K. Miller


/s/ William A. Papenbrock          Director
- ----------------------------
William A. Papenbrock


/s/ Albert B. Ratner               Director
- ----------------------------
Albert B. Ratner


/s/ Jerry Sue Thornton             Director
- -----------------------------
Jerry Sue Thornton


/s/ Joseph P. Viviano              Director
- ----------------------------
Joseph P. Viviano



                                      II-7
<PAGE>

                                  EXHIBIT INDEX

     EXHIBIT NUMBER                              EXHIBIT DESCRIPTION
     --------------                              -------------------
           4.1             Amended and Restated Certificate of Incorporation of
                           the Company, which is incorporated herein by
                           reference to Exhibit 4.1 to the Company's
                           Registration Statement on Form S-8 (Registration No.
                           333-101501), as filed with the Commission on November
                           27, 2002.

           4.2             Amended and Restated By-Laws of the Company, which
                           are incorporated herein by reference to Exhibit 4.2
                           to the Company's Registration Statement on Form S-8
                           (Registration No. 333-101501), as filed with the
                           Commission on November 27, 2002.

           4.3             Specimen Certificate of Common Stock, par value $0.01
                           per share, of the Company, which is incorporated
                           herein by reference to Exhibit 4.3 to the Company's
                           Registration Statement on Form S-8 (Registration No.
                           333-101501), as filed with the Commission on November
                           27, 2002.

           4.4             Rights Agreement, dated as of April 28, 1999, between
                           RPM International Inc. (as successor to RPM, Inc.)
                           and Harris Trust and Savings Bank, which is
                           incorporated herein by reference to Exhibit 4.1 to
                           the Company's Registration Statement on Form 8-A, as
                           filed with the Commission on May 11, 1999.

          4.4.1            Amendment to Rights Agreement, dated as of December
                           18, 2000, among RPM International Inc. (as successor
                           to RPM, Inc.), Computershare Investor Services
                           (formerly Harris Trust and Savings Bank) and National
                           City Bank, which is incorporated herein by reference
                           to Exhibit 4.4.1 of the Company's Annual Report on
                           Form 10-K for the period ended May 31, 2001.

          4.4.2            Second Amendment to Rights Agreement, dated as of
                           October 15, 2002, among RPM, Inc., National City Bank
                           (as successor rights agent to Computershare Investor
                           Services, formerly Harris Trust and Savings Bank) and
                           RPM International Inc., which is incorporated herein
                           by reference to Exhibit 4.4.2 to the Company's
                           Registration Statement on Form S-8 (Registration No.
                           333-101501), as filed with the Commission on November
                           27, 2002.

           4.5             RPM International Inc. 1989 Key Employees Stock
                           Option Plan, as amended, and form of Stock Option
                           Agreements to be used in connection therewith, which
                           is incorporated herein by reference to Exhibit 10.4
                           to the Company's Annual Report on Form 10-K for the
                           period ended May 31, 2001.

          4.5.1            Amendment No. 3 to RPM International Inc. 1989 Stock
                           Option Plan, as



                                      E-1

<PAGE>
                           amended. (x)

           5.1             Opinion of Calfee, Halter & Griswold LLP as to the
                           validity of the securities being offered. (x)

          23.1             Consent of Ciulla, Smith & Dale, LLP. (x)

          23.2             Consent of Calfee, Halter & Griswold LLP (included in
                           Exhibit 5.1).

           24              Power of Attorney (included on signature page).

- -------------

(x)  Filed herewith.




                                      E-2



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.5.1
<SEQUENCE>3
<FILENAME>l97427aexv4w5w1.txt
<DESCRIPTION>EXHIBIT 4.5.1
<TEXT>
<PAGE>


                                                                  EXHIBIT 4.5.1

                                 AMENDMENT NO. 3

                                     TO THE

                        RPM, INC. 1989 STOCK OPTION PLAN

                  THIS AMENDMENT NO. 3 to the RPM, Inc. 1989 Stock Option Plan
(hereinafter known as the "Plan") is executed by RPM, Inc. (hereinafter known as
the "Company") and acknowledged by RPM International Inc. (hereinafter known as
the "Successor Company"), as of the dates set forth below.

                                   WITNESSETH:

                  WHEREAS, the Company maintains the Plan for the benefit of
certain of its employees and certain employees of affiliated companies; and

                  WHEREAS, in connection with the reincorporation of the Company
as a Delaware corporation, the Company has agreed to assign, and the Successor
Company has agreed to assume, all of the powers, authorities, duties,
responsibilities and obligations of the Company with respect to the Plan in
accordance with an Agreement and Plan of Merger, dated August 29, 2002; and

                  WHEREAS, it is the desire of the Company to amend the Plan in
order to reflect the reincorporation of the Company, the assumption of the Plan
by the Successor Company, and the new name of the Plan, all of which will become
effective as of 9:00 a.m. on October 15, 2002 (the "Effective Time"); and

                  WHEREAS, immediately following the Effective Time, the
Successor Company and the Company entered into an agreement (the "Reorganization
Agreement"), pursuant to which agreement the Company transferred the stock
ownership of various of its operating companies to Successor Company; and



<PAGE>

                  WHEREAS, the Company reserved the right, pursuant to Section
12 of the Plan, for the Board of Directors to make certain amendments thereto;
and

                  WHEREAS, the Company reserved the right, under Section 10 of
the Plan, to adjust the Common Shares of the Company and for the Committee to
make such other adjustments to the Common Shares as it considers appropriate.

                  NOW, THEREFORE, pursuant to Sections 10 and 12 of the Plan,
the Board of Directors hereby amends the Plan as follows, effective, unless
otherwise indicated, as of the Effective Time:

         1. The name of the Plan is hereby changed to the "RPM International
Inc. 1989 Stock Option Plan."

         2. The Plan is hereby amended by the deletion of each reference to the
term "RPM, Inc." as a corporate entity, including but not limited to, the
definition of the term "Company" in Section 1, and the substitution in lieu
thereof of the term "RPM International Inc." as the corporate entity.

         3. The Plan is hereby amended by the deletion of each reference to the
term "RPM, Inc." as the sponsor of the Plan, including but not limited to, the
name of the Plan, and the substitution in lieu thereof of the term "RPM
International Inc." as the sponsor of the Plan.

         4. The Plan is hereby amended by the deletion of Section 1 in its
entirety and the substitution in lieu thereof of a new Section 1 to read as
follows:

         "1.      Purpose of the Plan

         The Plan is intended to provide a method of providing key employees of
RPM International Inc. (the "Company") and its subsidiaries with greater
incentive to serve and promote the interests of the Company and its
shareholders. The premise of the Plan is that, if such key employees acquire a
proprietary interest in the business of the Company or increase such proprietary
interest as they may already hold, then the incentive of such key employees to
work toward the Company's continued success will be commensurately increased.
Accordingly, the Company will, from time to time during the effective period of
the Plan, grant to such



                                       2
<PAGE>

employees as may be selected to participate in the Plan options to purchase
shares of Common Stock, par value $.01 per share ("Shares"), of the Company on
the terms and subject to the conditions set forth in the Plan."

         5. The Stock Option Agreements previously entered into by and between
the Company and the Optionees are hereby amended as follows:

                  (a) effective as of the Effective Time, the Stock Option
         Agreements are hereby amended so that, notwithstanding any other
         provisions of such Stock Option Agreements, (i) the Successor Company
         shall be deemed to have entered into such Stock Option Agreements,
         rather than the Company, (ii) any and all outstanding options granted
         under such Stock Option Agreements shall be deemed to have granted
         shares of Common Stock, par value $.01 per share, of the Successor
         Company, rather than Common Shares, without par value, of the Company
         and (iii) such Stock Option Agreements conform, in all other respects
         necessary in the judgment of the appropriate officer or officers of
         Successor Company, to the purpose and intent of this paragraph (a); and

                  (b) effective as of immediately prior to the Effective Time,
         the Stock Option Agreements are hereby amended so that neither a tender
         offer nor a Control Share Acquisition, as defined in such Stock Option
         Agreements, shall be deemed to have occurred as a result of (i) the
         execution of the Merger Agreement or the Reorganization Agreement, (ii)
         the assignment by the Company to the Successor Company and the
         assumption by the Successor Company of all of the powers, authorities,
         duties, responsibilities and obligations of the Company with respect to
         the Plan and this Agreement, or (iii) the consummation of any other
         transaction contemplated in the Merger Agreement or the Reorganization
         Agreement; and such Stock Option Agreements are hereby further amended
         in order to conform, in all other respects necessary in the



                                       3
<PAGE>

         judgment of the appropriate officer or officers of Successor Company,
         to the purpose and intent of this paragraph (b).

                  IN WITNESS WHEREOF, RPM, Inc., by officers duly authorized by
its Board of Directors, has caused this Amendment No. 3 to the RPM, Inc. 1989
Stock Option Plan to be signed this 14th day of October, 2002.



                                           RPM, INC.



                                           By:  /s/ P. Kelly Tompkins
                                                -------------------------------
                                                P. Kelly Tompkins, Secretary




         The Successor Company hereby expressly acknowledges its assumption of
all of the powers, authorities, duties, responsibilities and obligations of the
Company with respect to the Plan as of the Effective Time.

                                           RPM INTERNATIONAL INC.

                                           By:  /s/ Keith R. Smiley
                                                -------------------------------
                                                Keith R. Smiley, Treasurer and
                                                  Assistant Secretary








                                       4

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5.1
<SEQUENCE>4
<FILENAME>l97427aexv5w1.txt
<DESCRIPTION>EXHIBIT 5.1
<TEXT>
<PAGE>
                                                                     EXHIBIT 5.1



                  [Letterhead of Calfee, Halter & Griswold LLP]

                                November 27, 2002

RPM International Inc.
2628 Pearl Road
P.O. Box 777
Medina, Ohio 44258

         We are familiar with the proceedings taken and proposed to be taken by
RPM International Inc., a Delaware corporation (the "Company"), with respect to
shares of Common Stock, par value $0.01 per share (the "Shares"), of the Company
to be offered and sold from time to time pursuant to the Company's 1989 Stock
Option Plan, as amended (the "Plan"), which Shares were registered under the
Securities Act of 1933, as amended (the "Securities Act"), by RPM, Inc., an Ohio
corporation. In connection with a merger transaction for the purpose of changing
RPM, Inc.'s state of incorporation to Delaware, the Company became the successor
issuer to RPM, Inc. under the Securities Exchange Act of 1934, as amended, and
pursuant to Rule 414 under the Securities Act, has expressly adopted the prior
registration statement filed with the Securities and Exchange Commission (the
"Commission") to register the Shares. As counsel for the Company, we have
assisted in preparing a Post-Effective Amendment to the Registration Statement
on Form S-8 (the "Registration Statement") to be filed by the Company with the
Securities and Exchange Commission in connection with the registration of the
Shares under the Securities Act.

         In this connection, we have examined such documents, records and
matters of law as we have deemed necessary or advisable to render the opinion
contained herein. Based upon our examination and inquiries, we are of the
opinion that the Shares are duly authorized and, when offered and sold pursuant
to the terms and conditions of the Plan, will be validly issued, fully paid and
nonassessable.

         Our opinion is limited solely to the laws of the State of Delaware.

         We consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement. We do not admit that we are in the category of persons
whose consent is required under Section 7 of the Securities Act.


                                              Very truly yours,

                                              /s/ Calfee, Halter & Griswold LLP

                                              CALFEE, HALTER & GRISWOLD LLP



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.1
<SEQUENCE>5
<FILENAME>l97427aexv23w1.txt
<DESCRIPTION>EXHIBIT 23.1
<TEXT>
<PAGE>


                                                                    EXHIBIT 23.1



                         CONSENT OF INDEPENDENT AUDITORS



         We consent to the incorporation by reference in this Post-Effective
Amendment No. 1 to the Registration Statement on Form S-8 pertaining to the RPM
International Inc. 1989 Stock Option Plan, as amended, of our report dated July
3, 2002 with respect to the consolidated financial statements of RPM, Inc.
included in the Annual Report on Form 10-K for the year ended May 31, 2002 and
of our report on the Financial Statement Schedule which appears in such Annual
Report on Form 10-K.



                                                 /s/ Ciulla, Smith & Dale, LLP

                                                 CIULLA, SMITH & DALE, LLP



Cleveland, Ohio
November 27, 2002

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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