-----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, KOZJ16TYpBk7QLJwLdu+Wu2A+SfqdvZEkf7YsZk/uht5d+QUCZJaiwc1avpKuMUM VTA7N+VV8j7Gg8JLtEkFig== 0000950164-98-000083.txt : 19980515 0000950164-98-000083.hdr.sgml : 19980515 ACCESSION NUMBER: 0000950164-98-000083 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19980514 EFFECTIVENESS DATE: 19980514 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CORT BUSINESS SERVICES CORP CENTRAL INDEX KEY: 0000905401 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EQUIPMENT RENTAL & LEASING, NEC [7359] IRS NUMBER: 541662135 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-52641 FILM NUMBER: 98620290 BUSINESS ADDRESS: STREET 1: 4401 FAIR LAKES CT STE 300 CITY: FAIRFAX STATE: VA ZIP: 22033 BUSINESS PHONE: 7039688500 MAIL ADDRESS: STREET 1: 4401 FAIR LAKES COURT STE 300 STREET 2: 4401 FAIR LAKES COURT STE 300 CITY: FAIRFAX STATE: VA ZIP: 22033 FORMER COMPANY: FORMER CONFORMED NAME: NEW CORT HOLDINGS CORP DATE OF NAME CHANGE: 19930825 S-8 1 FORM S-8 -- 1995 PLAN As filed with the Securities and Exchange Commission on May 14, 1998 Registration No. 333-____ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CORT BUSINESS SERVICES CORPORATION (Exact name of Company as specified in its charter) Delaware 4401 Fair Lakes Court 54-1662135 (State of Incorporation) Fairfax, Virginia 22033 (I.R.S. Employer (Address of principal Identification Number) executive offices) (Zip Code) CORT BUSINESS SERVICES CORPORATION 1995 STOCK-BASED INCENTIVE COMPENSATION PLAN (Full Title of the Plan) Frances Ann Ziemniak Vice President-Finance, Chief Financial Officer and Secretary CORT Business Services Corporation 4401 Fair Lakes Court Fairfax, Virginia 22033 (Name and address of agent for service) (703) 968-8500 (Telephone number, including area code, of agent for service) Copy to: Dechert Price & Rhoads 4000 Bell Atlantic Tower 1717 Arch Street Philadelphia, Pennsylvania 19103 Attention: Christopher G. Karras, Esq. CALCULATION OF REGISTRATION FEE
Proposed Proposed Title of maximum maximum securities Amount offering aggregate Amount of to be to be price per offering registration registered registered share(1) price(1) fee - -------------------------------------------------------------------------------- Common Stock, par value $.01 per share 632,573 shares $39.9375 $25,263,384 $7,453 - --------------------------------------------------------------------------------
(1) Estimated solely for purposes of determining the registration fee in accordance with Rule 457(h) under the Securities Act of 1933 on the basis of $39.9375 per share, the average of the high and low prices of the Company's Common Stock as reported on the New York Stock Exchange on May 11, 1998. This Registration Statement relates to Registration Statement No. 333-15611 and is being filed pursuant to General Instruction E of Form S-8 in order to register additional securities of the same class as other securities for which a Registration Statement filed on this form relating to the same employee benefit plan is effective. INFORMATION REQUIRED PURSUANT TO GENERAL INSTRUCTION E TO FORM S-8 On November 5, 1996, the Registrant filed a Registration Statement on Form S-8, Registration Statement No. 333-15611, to register 577,427 shares of Common Stock which were issuable under the Registrant's 1995 Stock-Based Incentive Compensation Plan. The contents of Registration Statement No. 333-15611 are hereby incorporated by reference, except that the 1995 Stock-Based Incentive Compensation Plan was amended and restated on July 25, 1995. The 1995 Stock-Based Incentive Compensation Plan, as amended and restated, is incorporated by reference to Exhibit 10.17 to the Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 1997. The Registrant is now filing this separate Registration Statement to register an additional 632,573 shares of common stock which may be issued under the 1995 Stock-Based Incentive Compensation Plan. 2 SIGNATURES The Company. Pursuant to the requirements of the Securities Act, the Company 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 Fairfax and Commonwealth of Virginia on May 14, 1998. CORT BUSINESS SERVICES CORPORATION By /s/ Frances Ann Ziemniak ------------------------------- Frances Ann Ziemniak Vice President-Finance, Chief Financial Officer and Secretary POWER OF ATTORNEY Each person whose signature appears below hereby constitutes Paul N. Arnold, Frances Ann Ziemniak, and each of them, his or her true and lawful attorneys-in-fact and agents each with full power of substitution and resubstitution for him or her in any and all capacities to sign any and all amendments (including pre- or post-effective amendments) to this Registration Statement on Form S-8 and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission under the Securities Act of 1933, as amended, hereby ratifying and confirming all that each such attorney-in-fact, or his or her substitute or substitutes, may do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature Title Date - --------- ----- ---- /s/ Paul N. Arnold President and Chief May 14, 1998 - ---------------------------- Executive Officer (principal Paul N. Arnold executive officer) and Director /s/ Frances Ann Ziemniak Vice President-Finance, May 14, 1998 - ---------------------------- Chief Financial Officer and Frances Ann Ziemniak Secretary (principal financial and accounting officer) /s/ Keith E. Alessi Director May 14, 1998 - ---------------------------- Keith E. Alessi
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Signature Title Date - --------- ----- ---- /s/ Bruce C. Bruckmann Director May 14, 1998 - ---------------------------- Bruce C. Bruckmann /s/ Michael A. Delaney Director May 14, 1998 - ---------------------------- Michael A. Delaney /s/ Charles M. Egan Director May 14, 1998 - ---------------------------- Charles M. Egan /s/ Gregory B. Maffei Director May 14, 1998 - ---------------------------- Gregory B. Maffei /s/ James A. Urry Director May 14, 1998 - ---------------------------- James A. Urry
4 EXHIBIT INDEX ------------- Exhibit No. Document - ----------- -------- 4.1 Amended and Restated CORT Business Services 1995 Stock Based Incentive Compensation Plan, filed as Exhibit 10.17 to the Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 1997, is incorporated herein by reference. 5.1 Opinion of Dechert Price & Rhoads as to the legality of securities being registered. 23.1 Consent of KPMG Peat Marwick LLP. 5 EX-5 2 EXHIBIT 5.1 EXHIBIT 5.1 [DECHERT PRICE & RHOADS LETTERHEAD] May 14, 1998 CORT Business Services Corporation 4401 Fair Lakes Court Suite 300 Fairfax, VA 22033 Re: 632,573 Shares of Common Stock, as described in the Registration Statement on Form S-8 --------------------------------------------------- Gentlemen and Ladies: We have acted as counsel to CORT Business Service Corporation (the "Company) in connection with the registration under the Securities Act of 1933, as amended, of 632,573 shares of the Company's Common Stock, par value $.01 per share (the "Shares"), on a Registration Statement on Form S-8 (the "Registration Statement"). The Shares will be issued under the CORT Business Service Corporation 1995 Stock-Based Incentive Compensation Plan (the "Plan"). We have participated in the preparation of the Registration Statement, reviewed the Plan and examined such corporate records and documents, certificates of officers and matters of law as we have considered appropriate to enable us to render this opinion. Based upon the foregoing, it is our opinion that the Shares, when issued, delivered and paid for in the manner described in the Plan, will be validly issued, fully paid and non-assessable. Our opinions contained herein relate solely to the Delaware General Corporation Law, and we express no opinion concerning the laws of any other jurisdiction. Our opinion contained herein is rendered to the Company in connection with the filing by the Company of the Registration Statement with the Securities and Exchange Commission and is solely for the benefit of the Company in connection with such filing. This opinion may not be used or relied on by any other person, nor may this letter or any copies thereof be furnished to a third party, filed with a government agency, quoted, cited or otherwise referred to without our prior written consent, except as noted below. We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement. Very truly yours, /s/ Dechert Price & Rhoads -------------------------- Dechert Price & Rhodes EX-23 3 EXHIBIT 23.1 EXHIBIT 23.1 ACCOUNTANTS' CONSENT The Board of Directors and Stockholders CORT Business Services Corporation and subsidiaries: We consent to the use of our reports incorporated by reference herein. KPMG Peat Marwick LLP Washington, DC May 14, 1998 -----END PRIVACY-ENHANCED MESSAGE-----