Missouri
(State of Incorporation)
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44-0607856
(I.R.S. Employer
Identification No.)
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Title of each class of securities to be registered
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Amount to be registered
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Proposed maximum
offering price per share
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Proposed maximum
aggregate offering price
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Amount of registration fee
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Common Stock, without par value, for the 2008 Deferred Stock Unit Plan for Outside Directors
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600,000
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$16.44
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$9,864,000
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$1,130.42
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Common Stock, without par value, for the 2003 Long-Term Executive Compensation Plan
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14,000,000
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$16.44
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$230,160,000
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$26,376.34
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(1)
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This Registration Statement covers 600,000 additional shares of common stock, no par value, of H&R Block, Inc., a Missouri corporation (the “Registrant” or the “Corporation”), available for issuance pursuant to awards under the Corporation’s 2008 Deferred Stock Unit Plan for Outside Directors (the “2008 Plan”), and 14,000,000 additional shares of common stock, no par value, of the Corporation, available for issuance pursuant to awards under the Corporation’s 2003 Long-Term Executive Compensation Plan (the “2003 Plan”). This Registration Statement also covers any additional shares of common stock of the Registrant that become issuable pursuant to any anti-dilution provision of the 2003 Plan or 2008 Plan by reason of any stock dividend, stock split, recapitalization, or other similar transaction.
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(2)
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Pursuant to General Instruction E to Form S-8, a filing fee is only being paid with respect to the registration of additional securities for the 2008 Plan and the 2003 Plan. A Registration Statement on Form S-8 has been filed previously on July 31, 2009 (File No. 333-160957) covering 300,000 shares of Common Stock reserved for issuance pursuant to awards under the 2008 Plan. A Registration Statement on Form S-8 has been filed previously on July 1, 2003 (File No. 333-106710) covering 5,000,000 shares of Common Stock reserved for issuance pursuant to awards under the 2003 Plan. The shares of Common Stock available under the 2003 Plan were increased from 5,000,000 to 10,000,000 upon a 2-for-1 stock split effected on August 22, 2005.
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1.
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The Company’s Annual Report on Form 10-K for the fiscal year ended April 30, 2012, filed with the Commission on June 26, 2012.
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2.
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The Company’s Quarterly Report on Form 10-Q for the quarter ended July 31, 2012, filed with the Commission on September 5, 2012.
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3.
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All other reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, since June 26, 2012, except for information furnished under Current Reports on Form 8-K, which is not deemed filed and not incorporated herein by reference.
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4.
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The description of the Company’s Common Stock, without par value, contained in the Company’s Registration Statement on Form 8-C dated August 6, 1969, the description of the registrant’s Common Stock contained in the prospectus which is a part of the registrant’s Registration Statement on Form S-14 (File No. 2-66751) effective April 7, 1980, and including any further amendment or report filed for the purpose of updating such description.
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4.1
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Amended and Restated Articles of Incorporation of H&R Block, Inc., as amended and restated as of September 30, 2010, filed as Exhibit 3.1 to the Company’s annual report on Form 10-K for the year ended April 30, 2011 (File No. 001-06089), is incorporated by reference herein as Exhibit 4.1.
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4.2
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Amended and Restated Bylaws of H&R Block, Inc., as amended through September 14, 2012, filed as Exhibit 3.1 to the Company’s current report on Form 8-K dated September 13, 2012, is incorporated by reference herein as Exhibit 4.2.
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4.3
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2008 Deferred Stock Unit Plan for Outside Directors, filed as Exhibit 10.27 to the Company’s annual report on Form 10-K for the year ended April 30, 2012 (File No. 001-06089), is incorporated by reference herein as Exhibit 4.3.
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4.4
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2003 Long-Term Executive Compensation Plan, filed as Exhibit 10.2 to the Company’s quarterly report on Form 10-Q for the quarter ended October 31, 2010 (File No. 001-06089), is incorporated by reference herein as Exhibit 4.4.
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4.5
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First Amendment to the 2003 Long-Term Executive Compensation Plan, effective May 10, 2012, filed as Exhibit 10.1 to the Company’s current report on Form 8-K filed May 11, 2012 (File No. 001-06089), is incorporated herein by reference as Exhibit 4.5.
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Signature
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Title
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Date
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/s/ William C. Cobb
William C. Cobb
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President, Chief Executive Officer, and Director
(principal executive officer)
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September 13, 2012
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/s/ Gregory J. Macfarlane
Gregory J. Macfarlane
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Chief Financial Officer
(principal financial officer)
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September 13, 2012
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/s/ Jeffrey T. Brown
Jeffrey T. Brown
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Chief Accounting and Risk Officer
(principal accounting officer)
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September 13, 2012
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/s/ Robert A. Gerard
Robert A. Gerard
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Director, Chairman of the Board
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September 13, 2012
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/s/ Paul J. Brown
Paul J. Brown
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Director
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September 13, 2012
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/s/ Marvin R. Ellison
Marvin R. Ellison
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Director
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September 13, 2012
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/s/ David B. Lewis
David B. Lewis
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Director
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September 13, 2012
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/s/ Victoria J. Reich
Victoria J. Reich
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Director
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September 13, 2012
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/s/ Bruce C. Rohde
Bruce C. Rohde
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Director
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September 13, 2012
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/s/ Tom D. Seip
Tom D. Seip
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Director
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September 13, 2012
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/s/ Christianna Wood
Christianna Wood
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Director
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September 13, 2012
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/s/ James F. Wright
James F. Wright
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Director
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September 13, 2012
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