-----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, V/Q/j5oMfzK/j9KgsL1gyzfEELDEi+BaS2yMseqgmphxzYx9HFjHWGZ390nFHaHM q/K08oCFptSDSqKEk7i/kg== 0000070538-00-000012.txt : 20000428 0000070538-00-000012.hdr.sgml : 20000428 ACCESSION NUMBER: 0000070538-00-000012 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20000427 EFFECTIVENESS DATE: 20000427 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NATIONAL SERVICE INDUSTRIES INC CENTRAL INDEX KEY: 0000070538 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC LIGHTING & WIRING EQUIPMENT [3640] IRS NUMBER: 580364900 STATE OF INCORPORATION: DE FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-35746 FILM NUMBER: 610483 BUSINESS ADDRESS: STREET 1: 1420 PEACHTREE ST NE CITY: ATLANTA STATE: GA ZIP: 30309 BUSINESS PHONE: 4048531000 MAIL ADDRESS: STREET 1: 1420 PEACHTREE ST NE CITY: ATLANTA STATE: GA ZIP: 30309 S-8 1 NATIONAL SERVICE INDUSTRIES, INC. S-8 Registration No. 333-______ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NATIONAL SERVICE INDUSTRIES, INC. (Exact name of Registrant as specified in its charter) DELAWARE 58-0364900 (State or other jurisdiction of (IRS Employer Identification No.) incorporation or organization) 1420 Peachtree Street, N.E., Atlanta, Georgia 30309 (Address of Principal Executive Offices) (Zip Code) NATIONAL SERVICE INDUSTRIES, INC. LONG-TERM ACHIEVEMENT INCENTIVE PLAN (AMENDED AND RESTATED) (Full title of the Plan) Kenyon W. Murphy Senior Vice President & General Counsel National Service Industries, Inc. NSI Center 1420 Peachtree Street, N.E. Atlanta, Georgia 30309 (Name and address of agent for service) Telephone number, including area code, of agent for service: (404) 853-1440
CALCULATION OF REGISTRATION FEE - --------------------------------------------------------------------------------------------------------------------- Title of securities to be Amount to be Proposed maximum Proposed maximum Amount of registered registered (1) offering price per aggregate offering registration fee share (2) price (2) - ---------------------------- ------------------ ---------------------- ------------------------ --------------------- National Service 416,998 $27.6875 $11,545,632 $3,048.05 Industries, Inc. Common Stock, $1.00 par value and Preferred Stock Purchase Rights (3) National Service 19,100 $20.875 $398,713 $105.26 Industries, Inc. Common Stock, $1.00 par value and Preferred Stock Purchase Rights (3) National Service 3,563,902 $21.1875 $75,510,173 $19,934.69 Industries, Inc. Common Stock, $1.00 par value and Preferred Stock Purchase Rights (4) TOTAL 4,000,000 $87,454,518 $23,088
(1) Pursuant to Rule 416(a) under the Securities Act of 1933, this Registration Statement also covers any additional shares that may hereafter be issued as a result of the adjustment provisions of the National Service Industries, Inc. Long-Term Achievement Incentive Plan. (2) Estimated solely for purposes of calculating the registration fee. Based on the option price per share for shares presently subject to options, and, for those shares with respect to which the option exercise price or other offering price is not known, determined in accordance with Rule 457(c) and Rule 457(h) under the Securities Act of 1933, based on the average of the high and low prices reported on the New York Stock Exchange on April 24, 2000. (3) Shares subject to outstanding options granted under the National Service Industries, Inc. Long-Term Achievement Incentive Plan. The Preferred Stock Purchase Rights initially trade with the Common Stock and are not currently exercisable. (4) Shares issuable upon the exercise of options which may be granted, and other shares which may be issued, in the future, as awards under the National Service Industries, Inc. Long-Term Achievement Incentive Plan. The Preferred Stock Purchase Rights initially trade with the Common Stock and are not currently exercisable. Page 3 PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT As permitted by General Instruction E to Form S-8, in connection with this registration of additional shares the Registrant hereby incorporates by reference the contents of its registration statement on Form S-8 (file no. 333-35609) filed September 15, 1997. The following consents and power of attorney are filed herewith as part of this Registration Statement: Exhibit Number Description 23 Consent of Arthur Andersen LLP 24 Power of Attorney (included in the signature page of this Registration Statement) SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant, National Service Industries, Inc., 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 Atlanta, State of Georgia, on the 27th day of April, 2000. NATIONAL SERVICE INDUSTRIES, INC. By:/s/ Kenyon W. Murphy Kenyon W. Murphy Executive Vice-President, Administration Senior Vice President and General Counsel Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated: SIGNATURES TITLE DATE /s/ James S. Balloun Chairman of the Board, President April 27, 2000 James S. Balloun and Chief Executive Officer /s/ Brock Hattox Executive Vice President and Chief April 27, 2000 Brock Hattox Financial Officer /s/Robert Burchfield Vice President and Controller April 27, 2000 Robert Burchfield (Signatures continued on next page) Page 4 /s/ Thomas C. Gallagher* Director April 27, 2000 Thomas C. Gallagher /s/ David Levy Director April 27, 2000 David Levy /s/ Bernard Marcus* Director April 27, 2000 Bernard Marcus /s/ Sam Nunn* Director April 27, 2000 Sam Nunn /s/ Ray M. Robinson* Director April 27, 2000 Ray M. Robinson /s/ Herman J. Russell* Director April 27, 2000 Herman J. Russell /s/ Betty L. Siegel* Director April 27, 2000 Betty L. Siegel /s/ Kathy Brittain White* Director April 27, 2000 Kathy Brittain White /s/ Barrie A. Wigmore* Director April 27, 2000 Barrie A. Wigmore /s/ Neil Williams* Director April 27, 2000 Neil Williams *By: /s/ David Levy David Levy, Attorney-in-Fact Page 5 INDEX TO EXHIBITS Description Page No. Exhibit 23 Consent of Arthur Andersen LLP 6 Exhibit 24 Powers of Attorney authorizing David Levy and Brock 7 Hattox each to sign this Registration Statement and amendments to this Registration Statement on behalf of officers and directors of the Registrant EX-23 2 EXHIBIT Page 6 Exhibit 23 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 October 8, 1999, incorporated by reference in the Annual Report on Form 10-K of National Service Industries, Inc. for the fiscal year ended August 31, 1999 and to all references to our firm included in this Registration Statement. /s/ Arthur Andersen LLP Atlanta, Georgia April 27, 2000 EX-24 3 EXHIBIT Page 7 Exhibit 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints DAVID LEVY and BROCK HATTOX, and each of them individually, his true and lawful attorneys-in-fact (with full power of substitution and resubstitution) to act for him in his name, place, and stead in his capacity as a director or officer of National Service Industries, Inc., to file a Registration Statement on Form S-8 for the $1.00 par value National Service Industries, Inc. Common Stock and plan interests to be offered in connection with the amended and restated National Service Industries, Inc. Long-Term Achievement Incentive Plan, and any and all amendments thereto, with any exhibits thereto, and other documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto said attorneys-in-fact, and each of them individually, full power and authority to do and perform each and every act and thing requisite and necessary to be done in the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact or either of them, or their substitutes, may lawfully do or cause to be done by virtue hereof. /s/ Thomas C. Gallagher ------------------------ Thomas C. Gallagher Dated: April 5, 2000 Page 8 Exhibit 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints DAVID LEVY and BROCK HATTOX, and each of them individually, his true and lawful attorneys-in-fact (with full power of substitution and resubstitution) to act for him in his name, place, and stead in his capacity as a director or officer of National Service Industries, Inc., to file a Registration Statement on Form S-8 for the $1.00 par value National Service Industries, Inc. Common Stock and plan interests to be offered in connection with the amended and restated National Service Industries, Inc. Long-Term Achievement Incentive Plan, and any and all amendments thereto, with any exhibits thereto, and other documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto said attorneys-in-fact, and each of them individually, full power and authority to do and perform each and every act and thing requisite and necessary to be done in the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact or either of them, or their substitutes, may lawfully do or cause to be done by virtue hereof. /s/ Bernard Marcus ------------------ Bernard Marcus Dated: April 5, 2000 Page 9 Exhibit 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints DAVID LEVY and BROCK HATTOX, and each of them individually, his true and lawful attorneys-in-fact (with full power of substitution and resubstitution) to act for him in his name, place, and stead in his capacity as a director or officer of National Service Industries, Inc., to file a Registration Statement on Form S-8 for the $1.00 par value National Service Industries, Inc. Common Stock and plan interests to be offered in connection with the amended and restated National Service Industries, Inc. Long-Term Achievement Incentive Plan, and any and all amendments thereto, with any exhibits thereto, and other documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto said attorneys-in-fact, and each of them individually, full power and authority to do and perform each and every act and thing requisite and necessary to be done in the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact or either of them, or their substitutes, may lawfully do or cause to be done by virtue hereof. /s/ Sam Nunn ----------------------- Sam Nunn Dated: April 5, 2000 Page 10 Exhibit 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints DAVID LEVY and BROCK HATTOX, and each of them individually, his true and lawful attorneys-in-fact (with full power of substitution and resubstitution) to act for him in his name, place, and stead in his capacity as a director or officer of National Service Industries, Inc., to file a Registration Statement on Form S-8 for the $1.00 par value National Service Industries, Inc. Common Stock and plan interests to be offered in connection with the amended and restated National Service Industries, Inc. Long-Term Achievement Incentive Plan, and any and all amendments thereto, with any exhibits thereto, and other documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto said attorneys-in-fact, and each of them individually, full power and authority to do and perform each and every act and thing requisite and necessary to be done in the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact or either of them, or their substitutes, may lawfully do or cause to be done by virtue hereof. /s/ Ray M. Robinson ----------------------- Ray M. Robinson Dated: April 5, 2000 Page 11 Exhibit 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints DAVID LEVY and BROCK HATTOX, and each of them individually, his true and lawful attorneys-in-fact (with full power of substitution and resubstitution) to act for him in his name, place, and stead in his capacity as a director or officer of National Service Industries, Inc., to file a Registration Statement on Form S-8 for the $1.00 par value National Service Industries, Inc. Common Stock and plan interests to be offered in connection with the amended and restated National Service Industries, Inc. Long-Term Achievement Incentive Plan, and any and all amendments thereto, with any exhibits thereto, and other documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto said attorneys-in-fact, and each of them individually, full power and authority to do and perform each and every act and thing requisite and necessary to be done in the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact or either of them, or their substitutes, may lawfully do or cause to be done by virtue hereof. /s/ Herman J. Russell ------------------------ Herman J. Russell Dated: April 5, 2000 Page 12 Exhibit 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints DAVID LEVY and BROCK HATTOX, and each of them individually, his true and lawful attorneys-in-fact (with full power of substitution and resubstitution) to act for him in his name, place, and stead in his capacity as a director or officer of National Service Industries, Inc., to file a Registration Statement on Form S-8 for the $1.00 par value National Service Industries, Inc. Common Stock and plan interests to be offered in connection with the amended and restated National Service Industries, Inc. Long-Term Achievement Incentive Plan, and any and all amendments thereto, with any exhibits thereto, and other documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto said attorneys-in-fact, and each of them individually, full power and authority to do and perform each and every act and thing requisite and necessary to be done in the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact or either of them, or their substitutes, may lawfully do or cause to be done by virtue hereof. /s/ Betty L. Siegel ------------------------- Betty L. Siegel Dated: April 5, 2000 Page 13 Exhibit 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints DAVID LEVY and BROCK HATTOX, and each of them individually, his true and lawful attorneys-in-fact (with full power of substitution and resubstitution) to act for him in his name, place, and stead in his capacity as a director or officer of National Service Industries, Inc., to file a Registration Statement on Form S-8 for the $1.00 par value National Service Industries, Inc. Common Stock and plan interests to be offered in connection with the amended and restated National Service Industries, Inc. Long-Term Achievement Incentive Plan, and any and all amendments thereto, with any exhibits thereto, and other documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto said attorneys-in-fact, and each of them individually, full power and authority to do and perform each and every act and thing requisite and necessary to be done in the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact or either of them, or their substitutes, may lawfully do or cause to be done by virtue hereof. /s/ Kathy Brittain White ------------------------------ Kathy Brittain White Dated: April 5, 2000 Page 14 Exhibit 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints DAVID LEVY and BROCK HATTOX, and each of them individually, his true and lawful attorneys-in-fact (with full power of substitution and resubstitution) to act for him in his name, place, and stead in his capacity as a director or officer of National Service Industries, Inc., to file a Registration Statement on Form S-8 for the $1.00 par value National Service Industries, Inc. Common Stock and plan interests to be offered in connection with the amended and restated National Service Industries, Inc. Long-Term Achievement Incentive Plan, and any and all amendments thereto, with any exhibits thereto, and other documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto said attorneys-in-fact, and each of them individually, full power and authority to do and perform each and every act and thing requisite and necessary to be done in the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact or either of them, or their substitutes, may lawfully do or cause to be done by virtue hereof. /s/ Barrie A. Wigmore ------------------------- Barrie A. Wigmore Dated: April 5, 2000 Page 15 Exhibit 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints DAVID LEVY and BROCK HATTOX, and each of them individually, his true and lawful attorneys-in-fact (with full power of substitution and resubstitution) to act for him in his name, place, and stead in his capacity as a director or officer of National Service Industries, Inc., to file a Registration Statement on Form S-8 for the $1.00 par value National Service Industries, Inc. Common Stock and plan interests to be offered in connection with the amended and restated National Service Industries, Inc. Long-Term Achievement Incentive Plan, and any and all amendments thereto, with any exhibits thereto, and other documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto said attorneys-in-fact, and each of them individually, full power and authority to do and perform each and every act and thing requisite and necessary to be done in the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact or either of them, or their substitutes, may lawfully do or cause to be done by virtue hereof. /s/ Neil Williams ---------------------- Neil Williams Dated: April 5, 2000 -----END PRIVACY-ENHANCED MESSAGE-----