-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000950152-02-005704.txt : 20020726
<SEC-HEADER>0000950152-02-005704.hdr.sgml : 20020726
<ACCEPTANCE-DATETIME>20020726143046
ACCESSION NUMBER:		0000950152-02-005704
CONFORMED SUBMISSION TYPE:	S-8
PUBLIC DOCUMENT COUNT:		4
FILED AS OF DATE:		20020726
EFFECTIVENESS DATE:		20020726

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			OLYMPIC STEEL INC
		CENTRAL INDEX KEY:			0000917470
		STANDARD INDUSTRIAL CLASSIFICATION:	WHOLESALE-METALS SERVICE CENTERS & OFFICES [5051]
		IRS NUMBER:				341245650
		STATE OF INCORPORATION:			OH
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		S-8
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-97175
		FILM NUMBER:		02711943

	BUSINESS ADDRESS:	
		STREET 1:		5080 RICHMOND RD
		CITY:			BEDFORD HEIGHTS
		STATE:			OH
		ZIP:			44146
		BUSINESS PHONE:		2162923800

	MAIL ADDRESS:	
		STREET 1:		5096 RICHMOND RD
		CITY:			BEDFORD HIEGHTS
		STATE:			OH
		ZIP:			44146
</SEC-HEADER>
<DOCUMENT>
<TYPE>S-8
<SEQUENCE>1
<FILENAME>l95516asv8.txt
<DESCRIPTION>OLYMPIC STEEL, INC.      S-8
<TEXT>
<PAGE>
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                               OLYMPIC STEEL, INC.
             (Exact name of registrant as specified in its charter)

             OHIO                                             34-1245650
(State or other jurisdiction of                            (I.R.S. employer
incorporation or organization)                          identification number)


                               5096 Richmond Road
                           Bedford Heights, Ohio 44146
                    (Address of principal executive offices)

                               OLYMPIC STEEL, INC.
                          EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the plan)

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

                                Michael D. Siegal
                Chairman of the Board and Chief Executive Officer
                               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)

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





<PAGE>


                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
                                                    Proposed maximum        Proposed maximum
 Title of securities to       Amount to be         offering price per      aggregate offering          Amount of
     be registered             registered                share                    price            Registration Fee

<S>                         <C>                          <C>                   <C>                      <C>
Common Stock, without       1,000,000 shs.(1)            $4.34(2)              $4,340,000               $399.28
par value
</TABLE>

(1)  Maximum number of shares available for purchase under the Plan.

(2)  Estimated solely for purposes of calculating the registration fee pursuant
     to Rule 457(h) 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, which are on file with the Securities and
Exchange Commission (the "SEC"), are incorporated herein by reference: (a)
Olympic Steel, Inc. (the "Registrant") Annual Report on Form 10-K for the year
ended December 31, 2001 filed pursuant to Section 13(a) of the Securities
Exchange Act of 1934, as amended (the "1934 Act"); (b) the Registrant's
quarterly report on Form 10-Q for the quarter ended March 31, 2002 filed
pursuant to Section 13(a) of the 1934 Act; 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 SEC on January 31, 1994.

         All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the 1934 Act, 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 the Registration Statement and to be a part
hereof from the date of filing of such documents.

Item 4.  DESCRIPTION OF SECURITIES

         Not Applicable

Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         Marc H. Morgenstern, a principal of the law firm of Kahn, Kleinman,
Yanowitz & Arnson, Co., L.P.A., is the Secretary of the Registrant and is the
trustee of various trusts for the benefit of the Chief Executive Officer's
children that owns 51,000 shares of Common Stock. In addition, certain attorneys
in the law firm own shares of Common Stock.



                                       2
<PAGE>

Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Under certain circumstances provided in Article V of the Registrant's
Amended and Restated Code of Regulations and subject to Section 1701.13 of the
Ohio General Corporation Law (which sets forth conditions and limitations
governing the indemnification of officers, directors and other persons), the
Registrant will indemnify any director or officer or any former director or
officer of the Registrant against losses, damages, or liabilities reasonably
incurred by such director or officer by reason of the fact that he is or was
such director or officer in connection with any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative. The Registrant maintains liability insurance for all of its
directors and officers. This insurance also insures the Registrant against
amounts payable to indemnify directors and officers, subject to policy limits
and retention amounts.

         Under the Ohio General Corporation Law, a director's liability to the
Registrant or its shareholders for damages is limited to only those situations
where it is proved by clear and convincing evidence that the director's action
or failure to act was undertaken with deliberate intent to cause injury to the
Registrant or undertaken with reckless disregard for the best interests of the
Registrant, and those situations involving unlawful loans, asset distributions,
dividend payments or share repurchases. As a result, shareholders may be unable
to recover monetary damages against directors for actions which constitute gross
negligence or which are in violation of their fiduciary duties, although it may
be possible to obtain injunctive or other equitable relief with respect to such
actions.

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
         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.

                  (2) That, for the purpose of determining any liability under
         the Securities Act of 1933, as amended (the "Securities Act") each such
         post-effective amendment shall be deemed to be a new registration
         statement relating to the securities offered therein, and


                                       3
<PAGE>

         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 undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
1934 Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the 1934 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) The undersigned Registrant hereby undertakes to deliver or cause to
be delivered with the prospectus, to each person to whom the prospectus is sent
or given, the latest annual report, to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Exchange Act; and, where
interim financial information required to be presented by Article 3 of
Regulation S-X is not set forth in the prospectus, to deliver, or cause to be
delivered to each person to whom the prospectus is sent or given, the latest
quarterly report that is specifically incorporated by reference in the
prospectus to provide such interim financial information.

         (d) Insofar as indemnification for liabilities arising under the
Securities Act 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 SEC 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 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 and will be governed by the final
adjudication of such issue.




                                       4
<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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Cleveland, State of Ohio, on the twenty-fourth day of
July, 2002.

July 24, 2002                       OLYMPIC STEEL, INC.

                                    By:  /s/ Richard T. Marabito
                                         ---------------------------------------
                                         Richard T. Marabito,
                                         Chief Financial Officer and Treasurer

         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 date indicated:

July 24, 2002                                /s/ Michael D. Siegal
                                    --------------------------------------------
                                    Michael D. Siegal,
                                    Chairman of the Board and Chief Executive
                                    Officer

July 24, 2002                                /s/ David A. Wolfort
                                    --------------------------------------------
                                    David A. Wolfort,
                                    President, Chief Operating Officer and
                                    Director

July 24, 2002                                /s/ Richard T. Marabito
                                    --------------------------------------------
                                    Richard T. Marabito,
                                    Chief Financial Officer and Treasurer
                                    (Principal Accounting Officer)

July 24, 2002                                /s/ Martin H. Elrad
                                    --------------------------------------------
                                    Martin H. Elrad, Director

July 24, 2002                                /s/ Thomas M. Forman
                                    --------------------------------------------
                                    Thomas M. Forman, Director

July 24, 2002                                /s/ James B. Meathe
                                    --------------------------------------------
                                    James B. Meathe, Director

July 24, 2002                                /s/ Suren A. Hovsepian
                                    --------------------------------------------
                                    Suren A. Hovsepian, Director



                                       5
<PAGE>

         The undersigned, by signing his name hereto, does sign and execute this
Registration Statement on Form S-8 pursuant to the 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/ Richard T. Marabito                                   July 24, 2002
    ------------------------------------------
       Richard T. Marabito, Attorney-in-Fact




                                       6
<PAGE>


                               OLYMPIC STEEL, INC.

                                INDEX TO EXHIBITS

EXHIBIT    DESCRIPTION

5.1        Opinion of Kahn, Kleinman, Yanowitz & Arnson, Co., L.P.A., as to the
           legality of Common Stock being registered
23.1       Consent of Arthur Andersen LLP
23.2       Consent of Kahn, Kleinman, Yanowitz & Arnson, Co., L.P.A. (included
           in Exhibit 5.1)
24.1       Directors and Officers Powers of Attorney




                                       7


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5.1
<SEQUENCE>3
<FILENAME>l95516aexv5w1.txt
<DESCRIPTION>EXHIBIT 5.1
<TEXT>
<PAGE>



                                                                     EXHIBIT 5.1
                           [KAHN, KLEINMAN LETTERHEAD]

                                  July 25, 2002

Olympic Steel, Inc.
5096 Richmond Road
Bedford Heights, Ohio 44146

Gentlemen:

         In connection with the filing by Olympic Steel, Inc., an Ohio
corporation (the "Company"), with the Securities and Exchange Commission under
the provisions of the Securities Act of 1933, as amended, of a Registration
Statement on Form S-8 (the "Registration Statement"), with respect to a maximum
of 1,000,000 shares of Common Stock, without par value (the "Shares") to be
issued under the Olympic Steel, Inc. Employee Stock Purchase Plan (the "Plan"),
we have examined the following: (i) the Amended and Restated Articles of
Incorporation of the Company, as currently in effect, (ii) the Amended and
Restated Code of Regulations of the Company, as currently in effect, (iii) the
Registration Statement on Form S-8 (including Exhibits thereto), (iv) the
records relating to the organization of the Company and such other documents as
we deemed it necessary to examine as a basis for the opinions hereinafter
expressed; and (v) copies of the Plan, and the records of the proceedings of the
Board of Directors and shareholders of the Company relating to the adoption and
approval thereof.

         Based upon that examination, we are of the opinion that:

         (i)      The Company is duly organized and validly existing under the
                  laws of the State of Ohio.

         (ii)     The Shares have been duly authorized and, when issued and
                  delivered pursuant to the Plan and in the manner contemplated
                  by the Registration Statement, will be validly issued, fully
                  paid, and non-assessable.

         We hereby consent to the filing of this Opinion as Exhibit 5.1 to the
Registration Statement and to the use of our name therein.

                             Very truly yours,

                             /s/ Kahn, Kleinman, Yanowitz & Arnson, Co., L.P.A.
                             --------------------------------------------------
                             Kahn, Kleinman, Yanowitz & Arnson, Co., L.P.A.




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.1
<SEQUENCE>4
<FILENAME>l95516aexv23w1.txt
<DESCRIPTION>EXHIBIT 23.1
<TEXT>
<PAGE>


                                                                    EXHIBIT 23.1

                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

         Pursuant to Rule 437a of the Securities Act of 1933, as amended
(Release No. 33-8070, effective March 18, 2002), Olympic Steel, Inc. is not
required to obtain or file the written consent of its independent public
accountants, Arthur Andersen LLP.





</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24.1
<SEQUENCE>5
<FILENAME>l95516aexv24w1.txt
<DESCRIPTION>EXHIBIT 24.1
<TEXT>
<PAGE>


                                                                    EXHIBIT 24.1

                                POWER OF ATTORNEY
                               OLYMPIC STEEL, INC.

         KNOW ALL MEN BY THESE PRESENTS, that OLYMPIC STEEL, INC., an Ohio
corporation, and each person whose name is signed below hereby constitutes and
appoints Michael D. Siegal, Richard T. Marabito, Marc H. Morgenstern, Michael A.
Ellis and Deborah A. Weisman and each of them, their attorneys-in-fact and
agents, with full power of substitution and resubstitution, for and on behalf of
Olympic Steel, Inc, and the undersigned directors and/or officers of Olympic
Steel, Inc. and each of such directors and/or officers, to execute the Olympic
Steel, Inc. Registration Statement on Form S-8 relating to the Common Shares to
be issued under the Olympic Steel, Inc. Employee Stock Purchase Plan and any or
all documents or post-effective amendments thereto, and to file the same, with
Exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting such attorneys-in-fact and agents
full power and authority to so and perform each and every act and thing
requisite and necessary in connection with such matters and hereby ratifying and
confirming all that such attorney-in-fact and agents or their substitutes may do
or cause to be done by virtue hereof.

         This Power of Attorney of Olympic Steel, Inc. and the directors and/or
officers of Olympic Steel, Inc. may be executed in multiple counterparts, each
of which shall be deemed an original with respect to the person executing it.

         IN WITNESS WHEREOF, this Power of Attorney has been signed in
Cleveland, Ohio this twenty-fourth day of July, 2002.

                                      OLYMPIC STEEL, INC.

                                      By:  /s/ Richard T. Marabito
                                          --------------------------------------
                                           Richard T. Marabito,
                                           Chief Financial Officer and Treasurer
DIRECTORS AND OFFICERS:

     /s/ Martin H. Elrad                   /s/ Richard T. Marabito
- ---------------------------           ------------------------------------------
Martin H. Elrad, Director             Richard T. Marabito,
                                      Chief Financial Officer and Treasurer

     /s/ Thomas M. Forman                  /s/ Michael D. Siegal
- ---------------------------           ------------------------------------------
Thomas M. Forman, Director            Michael D. Siegal,
                                      Chief Executive Officer and Chairman of
                                      the Board

     /s/ James B. Meathe                   /s/ David A. Wolfort
- ---------------------------           ------------------------------------------
James B. Meathe, Director             David A. Wolfort,
                                      President, Chief Operating Officer and
                                      Director
     /s/ Suren A. Hovsepian
- ---------------------------
Suren A. Hovsepian, Director




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