-----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, RRC1hBvi9G85E6QH3x9l9bftb5QSuh8dVkbQfS1DzzVpmRIHi0Bu18CbSyZjfzhV SWh6Nagjtt4A2HjlfkgAUw== /in/edgar/work/20000606/0000914760-00-000155/0000914760-00-000155.txt : 20000919 0000914760-00-000155.hdr.sgml : 20000919 ACCESSION NUMBER: 0000914760-00-000155 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20000606 EFFECTIVENESS DATE: 20000606 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BURNS INTERNATIONAL SERVICES CORP CENTRAL INDEX KEY: 0000817945 STANDARD INDUSTRIAL CLASSIFICATION: [7381 ] IRS NUMBER: 133408028 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-38658 FILM NUMBER: 649980 BUSINESS ADDRESS: STREET 1: 200 S MICHIGAN AVE STREET 2: NULL CITY: CHICAGO STATE: IL ZIP: 60604 BUSINESS PHONE: 3123228500 MAIL ADDRESS: STREET 1: 200 S. MICHIGAN AVENUE CITY: CHICAGO STATE: IL ZIP: 60604 FORMER COMPANY: FORMER CONFORMED NAME: BORG WARNER SECURITY CORP DATE OF NAME CHANGE: 19930308 FORMER COMPANY: FORMER CONFORMED NAME: BORG WARNER CORP /DE/ DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: BORG WARNER HOLDINGS CORP DATE OF NAME CHANGE: 19880328 S-8 1 0001.txt As filed with the Securities and Exchange Commission on June 6, 2000. Registration No. 333-__________ SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM S-8 Registration Statement Under the Securities Act of 1933 BURNS INTERNATIONAL SERVICES CORPORATION (Exact Name of Registrant as Specified in its Charter) DELAWARE 13-3408028 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 200 SOUTH MICHIGAN AVENUE CHICAGO, ILLINOIS 60604 (Address of Principal Executive Offices) Non-Affiliate Director Stock Option Plan 1999 Stock Incentive Plan Employee Stock Purchase Plan Directors and Executive Officers Stock Plans (Full Title of the Plans) ROBERT E. T. LACKEY VICE PRESIDENT, GENERAL COUNSEL AND CORPORATE SECRETARY BURNS INTERNATIONAL SERVICES CORPORATION 200 SOUTH MICHIGAN AVENUE CHICAGO, ILLINOIS 60604 (Name and Address of Agent For Service) (312) 322-8500 (Telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE
Proposed Proposed Title of Maximum Maximum Securities Amount Offering Aggregate Amount of to be to be Price Offering Registration Registered Registered(1) Per Share(2) Price(2) Fee Common Stock (par value 1,486,000 Shares $12 $17,832,000 $4,708 $.01 per share), including Series A Participating Cumulative Preferred Stock Purchase Rights(3) 1 An undetermined number of additional shares may be issued if the anti-dilution adjustment provisions of the plans become operative. 2 Estimated solely for the purpose of calculating the registration fee in accordance with rule 457(c) and (h) under the Securities Act of 1933 on the basis of the average of the high and low prices of the Common Stock as reported on the New York Stock Exchange on June 1, 2000. 3 Prior to the occurrence of certain events, the Series A Participating Cumulative Preferred Stock Purchase Rights will not be evidenced separately from the Common Stock. Also includes an indeterminate number of interests related to the Common Stock to be issued under the Plan, all of which are generally nontransferable, including stock options and stock equivalents.
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. --------------------------------------- The following documents are incorporated by reference into this registration statement: (a) The Annual Report of Burns International Services Corporation (the "Company") on Form 10-K for the year ended December 31, 1999, which has heretofore been filed by the Company with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Exchange Act of 1934, as amended (the "1934 Act"). (b) The Quarterly Report of the Company on Form 10-Q for the quarter ended March 31, 2000, which has heretofore been filed by the Company with the Commission pursuant to the 1934 Act. (c) The description of the Company's Common Stock is contained in the Company's Registration Statement on Form 8-A filed with the Commission pursuant to Section 12 of the 1934 Act. (d) The description of the Company's Series A Participating Cumulative Preferred Stock Purchase Rights is contained in the Company's Registration Statement on Form 8-A filed with the Commission on November 5, 1999. All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act, 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 a part hereof from the date of filing of such documents (such documents, and the documents enumerated above, being hereinafter referred to as "Incorporated Documents"); provided, however, that the documents enumerated above or subsequently filed by the registrant pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 in each year during which the offering made by this registration statement is in effect prior to the filing with the Commission of the registrant's Annual Report on Form 10-K covering such year shall not be Incorporated Documents or be incorporated by reference in this registration statement or be a part hereof from and after the filing of such Annual Report on Form 10-K. Any statement contained in an Incorporated Document shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained herein or in any other subsequently filed Incorporated Document modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement. Item 4. Description of Securities. ------------------------- The securities to be offered are registered under Section 12(g) of the 1934 Act. 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 and the By-laws of the Company provide for indemnification of directors and officers for expenses (including reasonable amounts paid in settlement) incurred in defending actions brought against them. The Company's Amended and Restated Certificate of Incorporation contains a provision that eliminates, to the fullest extent permitted by Delaware law, the personal liability of each director of the Company to the Company and its shareholders for monetary damages for certain breaches of fiduciary duty. This provision does not affect the director's liability for monetary damages for breaches of the duty of loyalty, actions or omissions not in good faith, knowing violation of law or intentional misconduct, willful or negligent conduct in approving an unlawful dividend, stock repurchase or redemption or obtaining improper personal benefits, nor does this provision eliminate the ability to bring suit to rescind a transaction or to enjoin a proposed transaction from occurring. In addition, this provision applies only to claims against a director arising out of his role as a director and not, if he is also an officer, his role as an officer or in any other capacity, nor to his responsibilities under any other law, such as the federal securities laws. The Amended and Restated By-laws of the Company provide that directors and officers shall be indemnified and held harmless by the Company to the fullest extent permitted by the laws of Delaware as the same now or hereafter exist. The Company maintains directors and officers liability insurance covering all directors and officers of the Company against claims arising out of the performance of their duties. Item 7. Exemption from Registration Claimed. ----------------------------------- Not applicable. Item 8. Exhibits. -------- Reference is made to the Exhibit Index. Item 9. Undertakings. ------------ The 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 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 (the "Act"), 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. (4) That, for the purposes of determining any liability under the Act, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act (and where applicable each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the 1934 Act) 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. (5) Insofar as indemnification for liabilities arising under the Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described in Item 6 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. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the undersigned 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 Chicago, State of Illinois, on the 6th day of June, 2000. BURNS INTERNATIONAL SERVICES CORPORATION By: /s/ John A. Edwardson -------------------------- John A. Edwardson Chairman of the Board, Chief Executive Officer and President POWER OF ATTORNEY We, the undersigned officers and directors of Burns International Services Corporation, hereby severally constitute John A. Edwardson and Robert E. T. Lackey, 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 on Form S-8 filed herewith and any and all amendments (including post-effective amendments) to said Registration Statement, and generally to do all such things in our name and behalf in the capacities indicated below to enable Burns International Services Corporation 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 Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on the 6th day of June, 2000. Signature Title /s/ John A. Edwardson Chairman of the Board, Chief - ------------------------------------------ Executive Officer and President and John A. Edwardson Director (Principal Executive Officer) /s/ Brian S. Cooper Treasurer - ------------------------------------------ (Principal Financial and Accounting Brian S. Cooper Officer) /s/ James J. Burke, Jr. Director - ------------------------------------------ James J. Burke, Jr. /s/ Albert J. Fitzgibbons, III Director - ------------------------------------------ Albert J. Fitzgibbons, III /s/ Arthur F. Golden Director - ------------------------------------------ Arthur F. Golden /s/ Dale W. Lang Director - ------------------------------------------ Dale W. Lang /s/ Terry L. Lengfelder Director - ------------------------------------------ Terry L. Lengfelder /s/ Robert A. McCabe Director - ------------------------------------------ Robert A. McCabe /s/ Andrew Mcnally IV Director - ------------------------------------------ Andrew McNally IV /s/ Alexis P. Michas Director - ------------------------------------------ Alexis P. Michas /s/ S. Jay Stewart Director - ------------------------------------------ S. Jay Stewart EXHIBIT INDEX Exhibit Number Description - -------------- ----------- 5 Opinion (including consent) of McDermott, Will & Emery 23.1 Consent of Deloitte & Touche LLP EX-5 2 0002.txt OPINION OF MCDERMOTT, WILL & EMERY [McDermott, Will & Emery Letterhead] June 5, 2000 Burns International Services Corporation 200 South Michigan Avenue Chicago, Illinois 60604 Re: Burns International Services Corporation -- Non-Affiliate Director Stock Option Plan, 1999 Stock Incentive Plan, Employee Stock Purchase Plan and Directors and Executive Officers Stock Plans ------------------------------------------- Ladies and Gentlemen: We have acted as special counsel to Burns International Services Corporation, a Delaware corporation (the "Company") in connection with the preparation and filing with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Securities Act"), of the Company's Registration Statement on Form S-8 (the "Registration Statement") relating to the registration of the above captioned Shares of Common Stock of the Company to be issued to participants in the Stock Plans and the Series A Participating Cumulative Preferred Stock Purchase Rights (the "Rights") associated with such issuance. For the purpose of rendering the opinions expressed below, we have reviewed the Stock Plans, the Rights Agreement as defined in the Registration Statement, and the Registration Statement. We have also examined originals, or copies of originals certified or otherwise identified to our satisfaction, of the corporation records of the Company and of such other agreements, documents, instruments and certificate of public officials, officers and representatives of the Company and other persons, have examined such questions of law and have satisfied ourselves as to such matters of fact as we have deemed relevant and necessary as a basis for the opinions expressed herein. We have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures, the legal capacity of all natural persons and the conformity with the original documents of any copies thereof submitted to us for our examination. Based on the foregoing, we are of the opinion that: Burns International Services Corporation June 5, 2000 Page 2 1. The Company is duly incorporated and validly existing under the laws of the State of Delaware. 2. The Shares of Common Stock under the Stock Plans will, when certificates representing such Shares have been duly executed, countersigned and registered and delivered against receipt by the Company of the consideration provided in the Stock Plans, be legally issued, fully paid and nonassessable. 3. Each Right associated with the Stock Plans will be legally issued when such Right has been duly issued in accordance with the terms of the Rights Agreement and the associated Share of Common Stock have been duly issued as set forth in paragraph 2. The foregoing opinions are limited to the Delaware General Corporation Law. We express no opinion as to the applications of the securities or blue sky laws of the various states to the issuance or sale of the Shares of Common Stock, the Rights or the Deferred Compensation Obligations. We assume no obligation to update or supplement this opinion letter to reflect any facts or circumstances which may hereafter come to our attention with respect to the opinions expressed above, including any change in applicable law. We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement and to all references to us included in or made part of the Registration Statement. Very truly yours, /s/ McDermott, Will & Emery McDermott, Will & Emery EX-23.1 3 0003.txt CONSENT OF DELOITTE & TOUCHE LLP INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement on Form S-8 pertaining to the Burns International Services Corporation Non-Affiliate Director Stock Option Plan, 1999 Stock Incentive Plan, Employee Stock Purchase Plan and Directors and Executive Officers Stock Plans of our report dated March 1, 2000, appearing in and incorporated by reference in the Annual Report on Form 10-K of Burns International Services Corporation for the year ended December 31, 1999. DELOITTE & TOUCHE LLP /s/ Deloitte & Touche LLP Chicago, Illinois June 6, 2000 -----END PRIVACY-ENHANCED MESSAGE-----