-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, n2hP4qEmuhq2/CnssyyOl008lJNDQahB8foE3rQ4DbaZvhLkW5kFUfIffhkfaOIn ENMqmOqJsPuFJj49A7Eixg== 0000950124-95-001782.txt : 19950619 0000950124-95-001782.hdr.sgml : 19950619 ACCESSION NUMBER: 0000950124-95-001782 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19950616 EFFECTIVENESS DATE: 19950705 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNITOG CO CENTRAL INDEX KEY: 0000101909 STANDARD INDUSTRIAL CLASSIFICATION: APPAREL & OTHER FINISHED PRODS OF FABRICS & SIMILAR MATERIAL [2300] IRS NUMBER: 440529828 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-60303 FILM NUMBER: 95547534 BUSINESS ADDRESS: STREET 1: 101 WEST 11TH STREET CITY: KANSAS CITY STATE: MO ZIP: 64105 BUSINESS PHONE: 8164747000 MAIL ADDRESS: STREET 1: 101 W 11TH STREET CITY: KANSAS CITY STATE: MO ZIP: 64105 S-8 1 REG STMT 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ______________________ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ______________________ UNITOG COMPANY (Exact name of registrant as specified in its charter) Delaware 44-0529828 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 101 West 11th Street, Suite 800 Kansas City, Missouri 64105 (Address of Principal Executive Offices) (Zip Code) ______________________ UNITOG COMPANY OUTSIDE DIRECTOR FEE/STOCK PROGRAM (Full title of the plan) ______________________ ROBERT M. BARNES, Secretary Unitog Company 101 West 11th Street Kansas City, Missouri 64105 (Name and address of agent for service) (816) 474-7000 (Telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE
Title of securities Amount to be Proposed maximum Proposed maximum Amount of to be registered registered offering price per share aggregate offering price registration fee(1) ---------------- ---------- ------------------------ ------------------------ ---------------- Common Stock, par value 50,000(2) $21.50 $1,075,000.00 $371.00 $.01 per share shares
____________________ (1) Computed solely for the purpose of calculating the amount of the registration fee, pursuant to Rule 457(c) and (h), based on the average of the high and low prices reported for the Common Stock on the Nasdaq National Market System for June 14, 1995. (2) Plus such additional shares as may be issued pursuant to antidilution provisions. 2 Part II. Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE The following documents are incorporated by reference in this registration statement: (a) Registrant's Annual Report on Form 10-K for the fiscal year ended January 29, 1995; (b) Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended April 30, 1995; and (c) The description of registrant's Common Stock contained in the Registration Statement on Form 8-A dated May 14, 1989, as amended under cover of Form 8, dated May 17, 1989, under Section 12 of the Securities Exchange Act of 1934, including any amendment or report filed for the purpose of updating such description. All documents filed by the registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 after the date of this registration statement and prior to the filing of a post-effective amendment to this registration statement which indicates that all securities offered hereunder have been sold, or which deregisters all securities then remaining unsold under this registration statement, shall be deemed to be incorporated by reference in this registration statement and to be a part hereof from the date of filing of such documents. Item 4. DESCRIPTION OF SECURITIES Not applicable; the class of securities to be offered is registered under Section 12 of the Securities Exchange Act of 1934. Item 5. INTEREST OF NAMED EXPERTS AND COUNSEL Not applicable. Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS Section 145 of the Delaware General Corporation Law provides that a corporation may 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 - 2 - 3 corporation) by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or business entity, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interest of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. Furthermore, a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or business entity, against expenses (including attorneys' fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Delaware Court of Chancery shall determine that such person is fairly and reasonably entitled to indemnity for such expenses. Registrant's Certificate of Incorporation and Bylaws provide that registrant shall indemnify its directors to the full extent permitted by law, and that it may, at the discretion of the Board of Directors, indemnify officers, employees or agents of the registrant to the full extent permitted by law. The Bylaws further provide that the registrant may purchase and maintain liability insurance on behalf of directors, officers, employees or agents of registrant, whether or not registrant would have the power to indemnify them against such liability under the provisions of law. Registrant maintains an officers and directors liability insurance policy insuring registrant's officers and directors against certain liabilities and expenses incurred by them in their capacities as such, and insuring registrant under certain circumstances, in the event that indemnification payments are made by registrant to such officers and directors. The Certificate of Incorporation provides that no director shall be personally liable to the registrant or its stockholders for monetary damages for any breach of fiduciary duty by such director as a director, except to the extent such exemption from liability or limitation thereof is not permitted by the Delaware General Corporation Law. Notwithstanding the foregoing, a director shall be liable to the extent provided by existing Delaware general corporation law (a) for breaches of the director's duty of loyalty to the registrant or its stockholders, (b) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (c) pursuant to Section 174 of the Delaware General Corporation Law (involving certain unlawful dividends or stock - 3 - 4 repurchases) or (d) for any transactions from which the director derived an improper personal benefit. Item 7. EXEMPTION FROM REGISTRATION CLAIMED Not applicable. Item 8. EXHIBITS The Exhibits to this Registration Statement are listed in the Exhibit Index on Page E-1 of this Registration Statement, which Index is incorporated herein by reference. Item 9. UNDERTAKINGS The undersigned registrant hereby undertakes: (1) To file, during any period in which it offers or sells securities, a post-effective amendment to this registration statement to include any material information on the plan of distribution. (2) For determining liability under the Securities Act of 1933, to treat each post-effective amendment as a new registration statement of the securities offered, and the offering of the securities at that time to be the initial bona fide offering. (3) To remove from registration any of the securities being registered that remain unsold at the end of the offering. The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 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. Insofar as indemnification for liabilities arising under the Securities Act of 1933 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 Securities and Exchange Commission such indemnification is against public policy as expressed in the 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 - 4 - 5 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 Act and will be governed by the final adjudication of such issue. - 5 - 6 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 Kansas City, State of Missouri, on the 16th day of June, 1995. UNITOG COMPANY By: /s/ Randolph K. Rolf ------------------------------------ Randolph K. Rolf, Chairman and Chief Executive Officer and Director POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints Randolph K. Rolf, Robert F. Hagans and J. Craig Peterson, and each of them, his true and lawful attorneys-in-fact and agents with full power of substitution, for him and his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement and any other documents and instruments incidental thereto, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange 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 and about the premises, as fully to all intents and purposes as he might or could do in person, thereby ratifying and confirming all that said attorneys-in-fact and agents and/or any of them, or their or his 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.
Signature Title Date --------- ----- ---- /s/ Randolph K. Rolf Chairman and Chief Executive Office June 16, 1995 ------------------------------------- and Director Randolph K. Rolf
- 6 - 7
Signature Title Date --------- ----- ---- Senior Vice President, Finance and June 16, 1995 /s/ J. Craig Peterson Administration, Chief Financial ------------------------------------- Officer (Principal Financial Officer) J. Craig Peterson /s/ Ronald J. Harden Controller June 16, 1995 ------------------------------------- Ronald J. Harden /s/ G. Kenneth Baum Director June 16, 1995 ------------------------------------- G. Kenneth Baum /s/ John W. Caffry Director June 16, 1995 ------------------------------------- John W. Caffry /s/ D. Patrick Curran Director June 16, 1995 ------------------------------------- D. Patrick Curran /s/ Robert F. Hagans Director June 16, 1995 ------------------------------------- Robert F. Hagans /s/ David B. Sharrock Director June 16, 1995 ------------------------------------- David B. Sharrock /s/ William D. Thomas Director June 16, 1995 ------------------------------------ William D. Thomas
- 7 - 8 EXHIBIT INDEX
Exhibit Sequentially Number Description of Documents Numbered Page ------ ------------------------ 4.1 Specimen common stock certificate (filed as Exhibit 4(a) to - registrant's registration statement on Form S-3 (registration number 33-59628), and incorporated herein by reference). 4.2 Second Restated Certificate of Incorporation (filed as Exhibit - 3(i) to the registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended April 30, 1995, and incorporated herein by reference). 4.3 Third Amended and Restated Bylaws, as amended (filed as Exhibit - 3(b) to the registrant's Annual Report on Form 10-K for the fiscal year ended January 28, 1990, and incorporated herein by reference). 5 Opinion of Counsel. 9 23.1 Consent of KPMG Peat Marwick LLP. 10 23.2 Consent of counsel (included in Exhibit 5). -
E-1 EX-5 2 CONSENT OF ROBERT M. BARNES 1 Exhibit 5 June 16, 1995 Unitog Company 101 West 11th Street Kansas City, Missouri 64105 Re: Shares of Common Stock To Be Issued Under Unitog Company Outside Director Fee/Stock Program Registration Statement on Form S-8 Ladies and Gentlemen: I write as General Counsel of Unitog Company in connection with the above-captioned Registration Statement on Form S-8 filed with the Securities and Exchange Commission for the purpose of registering under the Securities Act of 1933, as amended, 50,000 shares of Common Stock of Unitog Company, a Delaware corporation (the "Company"), which shares are issuable under the Unitog Company Outside Director Fee/Stock Progam. I have examined the Second Restated Certificate of Incorporation of the Company, the current Bylaws of the Company, the Company's corporate minute books and such other records and other documents that I have deemed relevant to this opinion. Based on the foregoing, it is my opinion that the 50,000 shares of Common Stock when issued in the manner and as provided for in the Unitog Company Outside Director Fee/Stock Program, will be legally issued, fully paid and nonassessable, to the extent that such shares are authorized and unissued shares. I hereby consent to the inclusion in the Registration Statement of this opinion. Very truly yours, UNITOG COMPANY /s/ Robert M. Barnes Robert M. Barnes General Counsel RMB: EX-23.1 3 CONSENT OF KPMG PEAT MARWICK 1 Exhibit 23.1 INDEPENDENT AUDITORS' CONSENT The Board of Directors Unitog Company: We consent to incorporation by reference in the Registration Statement on Form S-8 of Unitog Company relating to the Unitog Company Outside Director Fee/Stock Program of our report dated March 3, 1995 related to the consolidated balance sheets of Unitog Company and subsidiaries as of January 29, 1995 and January 30, 1994, and the related consolidated statements of earnings, stockholders' equity and cash flows for each of the fiscal years in the three-year period ended January 29, 1995, which report is incorporated by reference in the January 29, 1995 annual report on Form 10-K of Unitog Company. /s/ KPMG Peat Marwick LLP KPMG Peat Marwick LLP Kansas City, Missouri June 16, 1995 -----END PRIVACY-ENHANCED MESSAGE-----