-----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, CYocH5LFzxEUl8Qh5wXIGDAW6X6L8Fq6ncublT1+IOo0Hhke4OHnDlVf0dlEETb0 codouQaFzoCa7EnHGlpc+w== 0000950153-98-001016.txt : 19980901 0000950153-98-001016.hdr.sgml : 19980901 ACCESSION NUMBER: 0000950153-98-001016 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19980831 EFFECTIVENESS DATE: 19980831 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: RURAL METRO CORP /DE/ CENTRAL INDEX KEY: 0000906326 STANDARD INDUSTRIAL CLASSIFICATION: LOCAL & SUBURBAN TRANSIT & INTERURBAN HWY PASSENGER TRAINS [4100] IRS NUMBER: 860746929 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-62517 FILM NUMBER: 98701147 BUSINESS ADDRESS: STREET 1: 8401 EAST INDIAN SCHOOL RD CITY: SCOTTSDALE STATE: AZ ZIP: 85251 BUSINESS PHONE: 6029443886 S-8 1 S-8 1 As filed with the Securities and Exchange Commission on August 31, 1998 Registration No. 333 -________ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT Under The Securities Act of 1933 RURAL/METRO CORPORATION (Exact name of Registrant as specified in its charter) Delaware 86-0746929 (State or Other Jurisdiction (I.R.S. Employer of Incorporation or Organization) Identification Number) 8401 East Indian School Road Scottsdale, Arizona 85251 (Address of Principal Executive Offices)(Zip Code) RURAL/METRO CORPORATION Retirement Savings Value Plan 401(k) (Full Title of the Plan) John B. Furman Acting President and Chief Executive Officer RURAL/METRO CORPORATION 8401 East Indian School Road, Scottsdale, Arizona 85251 (602) 994-3886 (Name, Address, and Telephone Number, Including Area Code, of Agent for Service) This Registration Statement shall become effective immediately upon filing with the Securities and Exchange Commission, and sales of the registered securities will begin as soon as reasonably practicable after such effective date. CALCULATION OF REGISTRATION FEE
================================================================================================================== PROPOSED PROPOSED MAXIMUM AMOUNT OF TITLE OF SECURITIES TO BE AMOUNT TO BE MAXIMUM AGGREGATE REGISTRATION REGISTERED REGISTERED(1) OFFERING PRICE OFFERING FEE PER PRICE SHARE(2) ================================================================================================================== Common Stock 500,000 Shares $ 7.594 $ 3,797,000 $ 1,120.12 ==================================================================================================================
(1) Estimated maximum aggregate number of shares of Rural/Metro Corporation Common Stock to be issued pursuant to matching contributions made by the Company under the Plan during the next two years. (2) Calculated for purposes of this offering under Rules 457(c) and 457(h) of the Securities Act of 1933, as amended, using the average of the high and low sales prices for the Common Stock of Rural/Metro Corporation on August 27, 1998. 2 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference Rural/Metro Corporation (the "Company") hereby incorporates by reference into this Registration Statement the following documents previously filed with the Securities and Exchange Commission (the "Commission"): (a) The Company's latest annual report filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "1934 Act"), or the latest prospectus filed pursuant to the Securities Act of 1933, as amended (the "Securities Act"), that contains audited financial statements for the Company's latest fiscal year for which such statements have been filed; (b) All other reports filed pursuant to Section 13(a) or 15(d) of the 1934 Act since the end of the fiscal year covered by the document referred to in (a) above; and (c) The description of the Company's Capital Stock contained in the Company's Registration Statement on Form 8-A/A (No. 0-22056) filed with the Commission on February 2, 1995, including any amendments or reports filed for the purpose of updating such description. All reports and definitive proxy or information statements filed pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents. Item 4. Description of Securities Not applicable. Item 5. Interests of Named Experts and Counsel Not applicable. Item 6. Indemnification of Directors and Officers The Company's amended and restated Bylaws require the Company to indemnify its directors, officers, employees, and agents to the fullest extent permitted by the Delaware General Corporation Law, including those circumstances in which indemnification would otherwise be discretionary, except that the Company will not be obligated to indemnify any such person (i) with respect to proceedings, claims, or actions initiated or brought voluntarily by any such person and not by way of defense; (ii) for any amounts paid in settlement of an action indemnified against by the Company without the proper written consent of the Company; or (iii) in connection with any event in which the person did not act in good faith and in a manner reasonably believed to be in, or not opposed to, the best interests of the Company. In addition, the Company has entered or will enter into Indemnity Agreements with each of its directors and officers providing for indemnification of and advancement of expenses to the directors and officers to the fullest extent permitted by law except (a) if and to the extent that payment is made to the indemnitee under an insurance policy or otherwise; (b) if and to the extent that a claim is decided adversely based on or attributable to the indemnitee gaining any personal profit or advantage to which the indemnitee was not legally entitled; (c) if and to the extent that the indemnifiable event constituted or arose out of the indemnitee's willful misconduct or gross negligence; or (d) if and to the extent that the proceeding is initiated by the indemnitee against II.1 3 the Company or any of its officers or directors, unless the Company has consented to or joined in the initiation of the proceeding. The Delaware General Corporation Law contains an extensive indemnification provision that permits a corporation to indemnify any person who is or was a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The Company's Second Restated Certificate eliminates the personal liability of the directors of the Company to the Company or its stockholders for monetary damages for breach of their duty of care except to the extent that such exemption from liability or limitation thereof is not permitted under the Delaware General Corporation Law. The Delaware General Corporation Law prohibits a corporation from eliminating or limiting the liability of a director (i) for any breach of the director's duty of loyalty to the corporation or its stockholders; (ii) for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law; (iii) for liability under Section 174 of the Delaware General Corporation Law (relating to certain unlawful dividends, stock purchases or stock redemptions); or (iv) for any transaction from which the director derived any improper personal benefit. Item 7. Exemption from Registration Claimed Not applicable. Item 8. Exhibits
Exhibit Number Exhibit ------ ------- 5 Opinion and Consent of O'Connor, Cavanagh, Anderson, Killingsworth & Beshears, P.A. 10.21 Retirement Savings Value Plan 401(k), as amended, dated July 1, 1990(1) 23.1 Consent of Independent Public Accountants - Arthur Andersen LLP 23.2 Consent of O'Connor, Cavanagh, Anderson, Killingsworth & Beshears, P.A. is contained in Exhibit 5 24 Power of Attorney (included on page II.4 of this Registration Statement)
- ------------------- (1) Incorporated by reference to the Registration Statement on Form S-1 of the Registrant (Registration No. 33-63448) filed May 27, 1993 and declared effective July 15, 1993. The Company will submit or has submitted the Plan and any amendment thereto to the Internal Revenue Service (the "IRS") in a timely manner and has made or will make all changes required by the IRS to qualify the Plan. II.2 4 Item 9. Undertakings A. 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 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. B. 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 Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference into 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. C. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or 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 Securities 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 Securities Act and will be governed by the final adjudication of such issue. II.3 5 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 Scottsdale, State of Arizona, on this 27th day of August, 1998. RURAL/METRO CORPORATION By: /s/ Dean P. Hoffman ----------------------------------- Dean P. Hoffman Vice President, Financial Services POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints jointly and severally, Mark E. Liebner and Dean P. Hoffman and each of them, as his true and lawful attorney-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, 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 and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:
SIGNATURE POSITION DATE --------- -------- ---- /s/ John B. Furman Acting President and Chief August 27, 1998 - ------------------------ Executive Officer John B. Furman (Principal Executive Officer) /s/ Robert T. Edwards Executive Vice President August 27, 1998 - ------------------------ Robert T. Edwards /s/ Mark E. Liebner Senior Vice President, Chief Financial August 27, 1998 - ------------------------ Officer and Treasurer (Principal Mark E. Liebner Financial Officer) /s/ Robert E. Ramsey Senior Vice President and Director August 27, 1998 - ------------------------ Robert E. Ramsey /s/ Dean P. Hoffman Vice President, Financial Services August 27, 1998 - ------------------------- (Principal Accounting Officer) Dean P. Hoffman /s/James H. Bolin Director August 27, 1998 - ------------------------ James H. Bolin
II.4 6 /s/ Cor J. Clement Director August 27, 1998 - ------------------------ Cor J. Clement /s/ Mary Anne Carpenter Director August 27, 1998 - ------------------------ Mary Anne Carpenter /s/ Louis G. Jekel Director August 27, 1998 - ------------------------ Louis G. Jekel /s/ William C. Turner Director August 27, 1998 - ------------------------ William C. Turner /s/ Henry G. Walker Director August 27, 1998 - ------------------------ Henry G. Walker /s/ Louis A. Witzeman Director August 27, 1998 - ------------------------ Louis A. Witzeman
II.5 EX-5 2 EX-5 1 EXHIBIT 5 The Law Offices of O'CONNOR, CAVANAGH, ANDERSON, KILLINGSWORTH & BESHEARS One East Camelback Road, Suite 1100 Phoenix, Arizona 85012 Telephone: (602) 263-2400 Fax: (602) 263-2900 August 28, 1998 Rural/Metro Corporation 8401 East Indian School Road Phoenix, Arizona 85251 RE: REGISTRATION STATEMENT ON FORM S-8 RURAL/METRO CORPORATION Gentlemen: As legal counsel to Rural/Metro Corporation, a Delaware corporation (the "Company"), we have assisted in the preparation of the Company's Registration Statement on Form S-8 (the "Registration Statement") to be filed with the Securities and Exchange Commission on or about August 28, 1998 relative to the registration under the Securities Act of 1933, as amended, of 500,000 shares of the Company's common stock, par value $0.01 per share, (the "Common Stock") issuable in connection with the Company's contributions to the Retirement Savings Value Plan 401(k) (the "401(k) Plan"). The shares of Common Stock issuable are referred to as the "Shares." The facts, as we understand them, are set forth in the Registration Statement. With respect to the opinion set forth below, we have examined originals, certified copies, or copies otherwise identified to our satisfaction as being true copies, only of the following: A. The Second Restated Certificate of Incorporation of the Company, as filed with the Secretary of State of the State of Delaware as amended through the date hereof; 2 Rural/Metro Corporation August 28, 1998 Page 2 B. The Bylaws of the Company, as amended through the date hereof; C. Resolutions of the Board of Directors of the Company dated August 20, 1998, reserving an aggregate of 500,000 shares of the Company's Common Stock for issuance in connection with the Company's contributions to the 401(k) Plan; and D. The Registration Statement. Subject to the assumptions that (i) the documents and signatures examined by us are genuine and authentic and (ii) the persons executing the documents examined by us have the legal capacity to execute such documents, and subject to the further limitations and qualifications set forth below, it is our opinion that the Shares, when issued and sold in connection with the 401(k) Plan, will be validly issued, fully paid and nonassessable. Please be advised that we are members of the State Bar of Arizona, and our opinion is limited to the legality of matters under the laws of the State of Arizona and the General Corporation Laws of the State of Delaware. Further, our opinion is based solely upon existing laws, rules and regulations, and we undertake no obligation to advise you of any changes that may be brought to our attention after the date hereof. We hereby expressly consent to any reference to our firm in the Registration Statement, inclusion of this Opinion as an exhibit to the Registration Statement, and to the filing of this Opinion with any other appropriate governmental agency. Very truly yours, /s/ O'Connor, Cavanagh, Anderson, Killingsworth & Beshears, P.A. EX-23.1 3 EX-23.1 1 EXHIBIT 23.1 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, 1997 included in Rural/Metro Corporation's Form 10-K for the year ended June 30, 1997 and to all references to our firm included in this registration statement. ARTHUR ANDERSEN LLP Phoenix, Arizona August 19, 1998 -----END PRIVACY-ENHANCED MESSAGE-----