-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, D+x9LDF3KNbR8gay1+EBEpfS4GSGxOCItik99Wj9Ow8iCww6ZhXe7QnkT51xRFaW ValigSEaykEYK8cwVBEDJA== 0001047469-98-036054.txt : 19981001 0001047469-98-036054.hdr.sgml : 19981001 ACCESSION NUMBER: 0001047469-98-036054 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19980930 EFFECTIVENESS DATE: 19980930 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: G&K SERVICES INC CENTRAL INDEX KEY: 0000039648 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PERSONAL SERVICES [7200] IRS NUMBER: 410449530 STATE OF INCORPORATION: MN FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-64977 FILM NUMBER: 98718696 BUSINESS ADDRESS: STREET 1: 505 WATERFORD PARK STREET 2: STE 455 CITY: MINNEAPOLIS STATE: MN ZIP: 55441 BUSINESS PHONE: 6125467440 MAIL ADDRESS: STREET 1: 505 WATERFORD PARK STREET 2: STE 455 CITY: MINNEAPOLIS STATE: MN ZIP: 55441 FORMER COMPANY: FORMER CONFORMED NAME: NORTHWEST LINEN CO DATE OF NAME CHANGE: 19681227 S-8 1 FORM S-8 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 30, 1998 REGISTRATION NO. 333-_________ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 G&K SERVICES, INC. (Exact name of Registrant as specified in its charter) MINNESOTA (State or other jurisdiction of incorporation) 41-0449530 (IRS Employer Identification No.) 5995 OPUS PARKWAY, SUITE 500 MINNETONKA, MN 55343 (Address of principal executive offices) 1996 DIRECTOR STOCK OPTION PLAN (Full title of Plan) RICHARD FINK G&K SERVICES, INC. 5995 OPUS PARKWAY, SUITE 500 MINNETONKA, MN 55343 (Name and address of agent for service) (612) 912-5500 (Telephone Number, Including Area Code, of Agent for Service) Copies to: NEIL P. AYOTTE, ESQ. STEPHEN A. TIGHT, ESQ. MASLON EDELMAN BORMAN & BRAND, LLP 3300 NORWEST CENTER MINNEAPOLIS, MN 55402-4140 (612) 672-8200 CALCULATION OF REGISTRATION FEE
- ----------------------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------------- TITLE OF PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF OF SECURITIES TO BE AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION REGISTERED REGISTERED (1) PER SHARE (1)(2) OFFERING PRICE (2) FEE - ----------------------------------------------------------------------------------------------- Common Stock 50,000 $50.375 $2,518,750 $743.03 ($0.50 par value Shares per share) - ----------------------------------------------------------------------------------------------- - -----------------------------------------------------------------------------------------------
(1) Estimated solely for purposes of computing the registration fee in accordance with Rule 457(h) and based upon the average of the high and low prices of the Common Stock on NASDAQ on SEPTEMBER 28, 1998. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents filed by the Registrant with the Securities and Exchange Commission are incorporated herein by reference and made a part hereof: (a) The Registrant's Annual Report on Form 10-K for the fiscal year ended June 27, 1998; and (b) The description of Common Stock included under the caption "Capital Stock to be Registered" in its Registration Statement on Form 8-A, dated October 24, 1969, including any amendments or reports filed for the purpose of updating such description. All documents subsequently filed by the Registrant 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 part hereof from the date of filing of such documents. ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS. The Company is governed by Minnesota Statutes Chapter 302A. Minnesota Statutes Section 302A.521 provides that a corporation shall indemnify any person made or threatened to be made a party to any proceeding by reason of the former or present official capacity of such person against judgments, penalties, fines, including, without limitation, excise taxes assessed against such person with respect to an employee benefit plan, settlements, and reasonable expenses, including attorneys' fees and disbursements, incurred by such person in connection with the proceeding, if, with respect to the acts or omissions of such person complained of in the proceeding, such person has not been indemnified by another organization or employee benefit plan for the same expenses with respect to the same acts or omissions; acted in good faith; received no improper personal benefit and Section 302A.255, if applicable, has been satisfied; in the case of a criminal proceeding, had no reasonable cause to believe the conduct was unlawful; and in the case of acts or omissions by persons in their official capacity for the corporation, reasonably believed that the conduct was in the best interests of the corporation, or in the case of acts or omissions by persons in their capacity for other organizations, reasonably believed that the conduct was not opposed to the best interests of the corporation. ITEM 8. EXHIBITS. 4(a). Restated Articles of Incorporation of the Company (incorporated herein by reference to the Company's Registration Statement on Form S-1 (Registration No. 33-15456), initially filed July 1, 1987, as amended August 5, 1987, and effective August 5, 1987); and 2 4(b). Bylaws of the Company, as amended (incorporated herein by reference to the Company's Registration Statement on Form S-1 (Registration No. 33-15456) and exhibit 3(ii) of the Registrant's Quarterly Report on Form 10-Q, filed May 17, 1994). 5. Opinion of Maslon Edelman Borman & Brand, a Professional Limited Liability Partnership. 23(a). Consent of Arthur Andersen LLP. 23(b). Consent of Maslon Edelman Borman & Brand, a Professional Limited Liability Partnership (contained in Exhibit 5). 24. Power of Attorney (contained on page II-5). ITEM 9. UNDERTAKINGS. 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; (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the 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 the 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 and 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 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; (iii) 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, 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. 3 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 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to 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 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. 4 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 Minneapolis, State of Minnesota, as of September 30, 1998. G&K SERVICES, INC. By: /s/ Richard Fink ----------------------- Richard Fink Chairman of the Board POWER OF ATTORNEY We, the undersigned officers and directors of G&K Services, Inc. hereby severally constitute Richard Fink, Timothy W. Kuck and Neil I. Sell and each of them singly, our true and lawful attorneys with full power to them, and each of them singly, to sign for us and in our names, in the capacities indicated below the registration statement filed herewith and any amendments to said registration statement, and generally to do all such things in our name and behalf in our capacities as officers and directors to enable G&K Services, Inc. to comply with the provisions of the Securities Act of 1933 as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said registration statement and any and all amendments thereto. Pursuant to the requirements of the Securities Exchange Act of 1933, this registration statement has been signed below by the following persons in the capacities and as of the date indicated.
NAME TITLE DATED AS OF /s/ Richard Fink Chairman of the Board September 30, 1998 Richard Fink /s/ William Hope Chief Executive Officer September 30, 1998 William Hope and Director /s/ Bruce G. Allbright Director September 30, 1998 Bruce G. Allbright /s/ Donald W. Goldfus Director September 30, 1998 Donald W. Goldfus /s/ Bernard Sweet Director September 30, 1998 Bernard Sweet 5 /s/ Paul Baszucki Director September 30, 1998 Paul Baszucki /s/ Wayne M. Fortun Director September 30, 1998 Wayne M. Fortun /s/ Thomas Moberly President and Chief September 30, 1998 Thomas Moberly Operating Officer /s/ Timothy W. Kuck Chief Financial Officer and September 30, 1998 Timothy W. Kuck Secretary (Principal Financial Officer) /s/ Michael F. Woodard Controller Michael F. Woodard (Principal Accounting September 30, 1998 Officer)
EXHIBITS
EXHIBIT NUMBER DESCRIPTION OF EXHIBIT - -------------- ---------------------- 5. Opinion of Maslon Edelman Borman & Brand, LLP 23(a). Consent of Arthur Andersen LLP 23(b) Consent of Maslon Edelman Borman & Brand, a Professional Limited Liability Partnership. (contained in Exhibit 5). 24. Power of Attorney (contained on page II -5).
6 EX-5 2 EXHIBIT 5 EXHIBIT 5 September 30, 1998 G&K Services, Inc. 5995 Opus Parkway, Suite 500 Minnetonka, Minnesota 55343 Re: Registration Statement on Form S-8 Ladies and Gentlemen: We have acted on behalf of G&K Services, Inc. (the "Company") in connection with a Registration Statement on Form S-8 (the "Registration Statement") filed by the Company with the Securities and Exchange Commission relating to an aggregate of 50,000 shares of Common Stock, $.50 par value, to be issued by the Company (the "Shares"), pursuant to the terms of the Company's 1996 Director Stock Option Plan (the "Plan"). Upon examination of such corporate documents and records as we have deemed necessary or advisable for the purposes hereof, it is our opinion that: 1. The Company is a validly existing corporation in good standing under the laws of the State of Minnesota. 2. The Shares, when issued and paid for as contemplated by the Plan, and when delivered against payment thereof in the manner contemplated by the Plan, will be validly issued, fully paid and non-assessable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, /s/ Maslon Edelman Borman & Brand, LLP 7 EX-23 3 EXHIBIT 23(A) EXHIBIT 23(a) CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement of our report dated August 21, 1998 included in G&K Services, Inc. Form 10-K for the year ended June 27, 1998 and to all references to our Firm included in this registration statement. /s/ Arthur Andersen LLP Minneapolis, Minnesota September 30, 1998 8 -----END PRIVACY-ENHANCED MESSAGE-----