As filed with the Securities and Exchange Commission on October 30, 2000.
Registration No. 333-____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
MORRISON MANAGEMENT SPECIALISTS, INC.
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(Exact Name of Registrant as Specified in its Charter)
GEORGIA 63-1155966
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(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
1955 LAKE PARK DRIVE, S.E., SUITE 400, SMYRNA, GEORGIA 30080
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(Address of Principal Executive Offices) (Zip Code)
1996 STOCK INCENTIVE PLAN
(Full Title of the Plan)
John E. Fountain, Esq.
Morrison Management Specialists, Inc.
1955 Lake Park Drive, S.E., Suite 400, Smyrna, Georgia 30080
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(Name and Address of Agent for Service)
(770) 437-3300
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(Telephone Number, Including Area Code, of Agent for Service)
Copy to:
Gabriel Dumitrescu, Esq.
Powell, Goldstein, Frazer & Murphy LLP
191 Peachtree Street, N.E.
Sixteenth Floor
Atlanta, Georgia 30303
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered Share Price Fee
--------------- ---------- --------- ----------- ------------
Common Stock, 500,000 $28.50(2) $14,250,000 (3) $2,850
$0.01 par value shares(1)
(1) Representing shares of the Registrant's common stock, $.01 par value (the
"Common Stock") that may be issued and sold by the Registrant in connection with
the Registrant's 1996 Stock Incentive Plan (the "Plan"). This Registration
Statement also covers such indeterminable number of additional shares as may
become issuable to prevent dilution in the event of stock splits, stock
dividends or similar transactions pursuant to the terms of the Plan. Pursuant to
separate Registration Statements on Forms S-8 (Reg. No. 333-2100, 333-4505,
333-20197 and 333-40177), the Registrant previously registered 500,000 shares,
250,000 shares, 100,000 shares and 900,000 shares, respectively, of Common Stock
not included in the above figure subject to issuance under the Plan.
(2) The average of the high and low prices of the Registrant's Common Stock as
reported by The New York Stock Exchange on October 26, 2000.
(3) The aggregate offering price is calculated solely for the purpose of
determining the registration fee pursuant to Rule 457(h)(1) under the Securities
Act of 1933, as amended.
<PAGE>
Incorporation by reference of contents of Registration Statements on Forms
S-8 (Reg. No. 333-2100, 333-4505, 333-20197 and 333-40177).
The contents of the Registration Statement on Form S-8 filed by the
Registrant on March 8, 1996 (File No. 333-2100), the Registration Statement on
Form S-8 filed by the Registrant on May 3, 1996 (File No. 333-4504), the
Registration Statement on Form S-8 filed by the Registrant on January 22, 1997
(File No. 333-20197) and the Registration Statement on Form S-8 filed by the
Registrant on November 13, 1997, (File No. 333-40177) relating to the Plan are
hereby incorporated by reference pursuant to General Instruction E to Form S-8.
Item 8. Exhibits.
The following opinions and consents are filed with this Registration
Statement.
Exhibit
Number Description
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5 Opinion of counsel with respect to the securities being
registered.
23.1 Consent of counsel (included in Exhibit 5).
23.2 Consent of independent auditors.
24 Power of Attorney (see signature pages to this Registration
Statement).
99 1996 Stock Incentive Plan [Incorporated by reference to
Exhibit 10.9 of the Registrant's amendment to Registration
Statement on Form 10/A filed with the Commission on February
29, 1996.]
<PAGE>
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 Atlanta, Georgia, on the 30th day of October, 2000.
MORRISON MANAGEMENT SPECIALISTS, INC.
By:/s/ Glenn A. Davenport
Glenn A. Davenport
President, Chief Executive Officer
and Chairman of the Board
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Glenn A. Davenport and John E. Fountain, and
either of them, as his true and lawful attorneys-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 or necessary to be done in and about 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 and agents, or their
substitutes, may lawfully do or cause to be done by virtue hereof.
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on the date indicated.
Signature Title Date
/s/ Glenn A. Davenport President, Chief Executive October 30, 2000
Glenn A. Davenport Officer and Chairman of the
Board
/s/ K. Wyatt Engwall Chief Financial Officer October 30, 2000
K. Wyatt Engwall and Assistant Secretary
(Principal Financial Officer)
/s/ Claire L. Arnold Director October 23, 2000
Claire L. Arnold
/s/ E. Eugene Bishop Director October 23, 2000
E. Eugene Bishop
/s/ Fred L. Brown Director October 23, 2000
Fred L. Brown
/s/ Michael F. Corbett Director October 24, 2000
Michael F. Corbett
/s/ John B. McKinnon Director October 24, 2000
John B. McKinnon
/s/ A. Robert Outlaw, Jr. Director October 24, 2000
A. Robert Outlaw, Jr.
/s/ Dr. Benjamin F. Payton Director October 25, 2000
Dr. Benjamin F. Payton
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
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5 Opinion of counsel with respect to the securities being registered.
23.1 Consent of counsel (included in Exhibit 5).
23.2 Consent of independent auditors.
24 Power of Attorney (see signature pages to this Registration
Statement).
99 1996 Stock Incentive Plan [Incorporated by reference to Exhibit 10.9
of the Registrant's amendment to Registration Statement on Form 10/A
filed with the Commission on February 29, 1996.]
