OMI Owens and Minor Inc

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UNITED STATES
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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OWENS & MINOR, INC.
(Exact name of registrant as specified in its charter)

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AMENDMENT NO. 1 TO THE OWENS & MINOR, INC. 2023 OMNIBUS INCENTIVE PLAN

(Full title of the plan)

Heath Galloway

Executive Vice President, General Counsel and Corporate Secretary

9120 Lockwood Boulevard

Mechanicsville, Virginia 23116

(Name and address of agent for service)

(804) 723-7000

(Telephone number, including area code, of agent for service)

It is respectfully requested that the Commission send copies of all notices, orders and communications to:

Jennifer Lee, P.C.

Kirkland & Ellis LLP

601 Lexington Avenue

New York, New York 10022

(212) 446-4800

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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

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PART I

On May 11, 2023, the shareholders of Owens & Minor, Inc. (the “Registrant”) approved the Owens & Minor, Inc. 2023 Omnibus Incentive Plan (“2023 Plan”) and, on May 12, 2023, the Registrant filed a Registration Statement on Form S-8, File No. 333-271859 (the “Registration Statement”) registering 4,800,000 shares of Common Stock, $2.00 par value (the “Common Stock”) of the Registrant available for issuance to eligible persons under the 2023 Plan. The contents of the Registration Statement are hereby incorporated by reference.

On May 9, 2024, the Registrant’s shareholders approved Amendment No. 1 to the 2023 Plan (the “Amended 2023 Plan”). The Amended 2023 Plan (i) increases the aggregate number of shares of Common Stock available for issuance under the 2023 Plan by 2,150,000 shares of Common Stock, (ii) increases the aggregate number of shares of Common Stock that may be issued or used with respect to incentive stock options by 2,150,000 shares of Common Stock and (iii) prohibits liberal share recycling for all awards (the “Amendments”). Other than the Amendments, no material changes were made to the 2023 Plan.

The information required by Item 1 and Item 2 of Part I of Form S-8 is omitted from this filing in accordance with Rule 428 under the Securities Act of 1933, as amended (the “Securities Act”) and the introductory note to Part I of Form S-8. The documents containing the information specified in Part I will be delivered to the participants in the Plan covered by this Registration Statement as required by Rule 428(b)(1).

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PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits.

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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 County of Hanover, Commonwealth of Virginia, on May 10, 2024.

OWENS & MINOR, INC.

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POWER OF ATTORNEY

Each of the undersigned hereby constitutes and appoints Edward A. Pesicka, Alexander J. Bruni and Heath H. Galloway, and each of them individually, as their true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for them and in their names, places and steads, in any and all capacities, in connection with this Registration Statement, including to sign in the name and on behalf of such persons any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the 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 connection therewith, as fully to all intents and purposes as they might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute or 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 date indicated.

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​	​ McGuireWoods LLP Gateway Plaza 800 East Canal Street Richmond, VA 23219-3916 Phone: 804.775.1000 Fax: 804.775.1061 www.mcguirewoods.com ​	Exhibit 5.1 ​ ​

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May 10, 2024

Owens & Minor, Inc.

9120 Lockwood Boulevard

Mechanicsville, Virginia 23116

Owens & Minor, Inc.

Registration Statement on Form S-8

Ladies and Gentlemen:

We have acted as special Virginia counsel to Owens & Minor, Inc., a Virginia corporation (the “Company”), in connection with the preparation and filing of a Registration Statement on Form S-8 (the “Registration Statement”) that is being filed on the date hereof with the Securities and Exchange Commission (the “SEC”) by the Company pursuant to the Securities Act of 1933, as amended (the “Securities Act”), relating to the registration of 2,150,000 shares of the Company’s common stock, par value $2.00 per share (the “Shares”), issuable pursuant to Amendment No. 1 to the Owens & Minor, Inc. 2023 Omnibus Incentive Plan (the “Plan”). This opinion letter is being furnished in accordance with the requirements of Item 8(a) of Form S-8 and Item 601(b)(5)(i) of Regulation S-K.

In rendering the opinions set forth below, we have examined such corporate records, certificates of officers of the Company and of public officials, and other instruments and documents as we have considered necessary, including (i) the Registration Statement, (ii) the Company’s Amended and Restated Articles of Incorporation, (iii) the Company’s Amended and Restated Bylaws, (iv) resolutions of the Company’s Board of Directors approving the Plan and authorizing the registration and issuance of the Shares pursuant to the Plan, (v) the Plan and (vi) a certificate, dated May 10, 2024, issued by the Clerk of the State Corporation Commission of the Commonwealth of Virginia, attesting to the corporate status of the Company in the Commonwealth of Virginia. In our examination, we have assumed the genuineness of all signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as copies and, to the extent we have received and relied upon certificates of the Company or authorized representatives thereof and certificates and assurances from public officials, all of such certificates, representations and assurances are accurate with respect to factual matters.

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Atlanta | Austin | Baltimore | Charlotte | Charlottesville | Chicago | Dallas | Houston | Jacksonville | London | Los Angeles - Century City

Los Angeles - Downtown | New York | Norfolk | Pittsburgh | Raleigh | Richmond | San Francisco | Tysons | Washington, D.C.

Owens & Minor, Inc.

May 10, 2024

Page 2

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Based on and subject to the foregoing and the exclusions, qualifications, limitations and other assumptions set forth in this opinion letter, we are of the opinion that:

1.The Company is a corporation validly existing and in good standing under the laws of the Commonwealth of Virginia.

2.The Shares have been validly authorized and, when issued and paid for in accordance with and upon the terms and conditions of the Plan and any award agreement entered into under the Plan, the Shares will be validly issued, fully paid and non-assessable.

We do not purport to express an opinion on any laws other than those of the Commonwealth of Virginia.

The foregoing opinions are being furnished only for the purpose referred to in the first paragraph of this opinion letter. Our opinions are based on statutes, regulations and administrative and judicial interpretations that are subject to change. We undertake no responsibility to update or supplement these opinions subsequent to the effective date of the Registration Statement. We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement. In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the Securities Act or the rules and regulations of the SEC promulgated thereunder.

Very truly yours,

/s/ McGuireWoods LLP

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Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

We consent to the use of our reports dated February 20, 2024, with respect to the consolidated financial statements of Owens & Minor, Inc., and the effectiveness of internal control over financial reporting, incorporated herein by reference.

/s/ KPMG LLP

Richmond, Virginia
May 10, 2024

Exhibit 107

Calculation of Filing Fee Tables

Form S-8

(Form Type)

Owens & Minor, Inc.

(Exact Name of Registrant as Specified in its Charter)

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Table 1: Newly Registered Securities

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Table 2: Fee Offset Claims and Sources

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