As filed with the Securities and Exchange Commission on June 28, 1999
Registration No. 333-_______
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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COINMACH LAUNDRY CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 11-3258015
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
55 Lumber Road
Roslyn, New York 11576
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(Address of registrant's principal executive offices)
Coinmach Laundry Corporation
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1998 Employee Stock Purchase Plan
(Full title of the Plan)
Robert M. Doyle, Secretary Copy to:
Coinmach Laundry Corporation Ronald S. Brody, Esq.
55 Lumber Road Mayer, Brown & Platt
Roslyn, New York 11576 1675 Broadway
(516) 484-2300 New York, New York 10019
(Name and address and telephone
number of agent for service)
Calculation of Registration Fee
<TABLE>
<CAPTION>
Proposed maximum Proposed maximum
Title of Shares Amount to offering price per aggregate offering Amount of
to be registered be registered unit* price* registration fee
===================== ======================= ======================= ======================= ======================
<S> <C> <C> <C> <C>
Class A Common 1,000,000 shares $11.0313 $11,031,300.00 $3,067.00
Stock, par value
$.01 per share
</TABLE>
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* Pursuant to Rule 457(c) of the Securities Act of 1933, as amended,
based on the average of the high and low prices of the Class A Common
Stock on the NASDAQ National Market on June 23, 1999.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
Coinmach Laundry Corporation (the "Company") hereby incorporates by
reference in this Registration Statement the following documents and information
heretofore filed by the Company with the Securities and Exchange Commission:
(a) the Company's Annual Report on Form 10-K for the fiscal
year ended March 31, 1999;
(b) the Company's Proxy Statement, dated June 25, 1999, for
the 1999 Annual Meeting of Stockholders; and
(c) the description of the Company's Class A Common Stock
contained in the Company's registration statement on Form 8-A, dated
July 8, 1996, under the caption "Description of Capital Stock,"
including any amendment or report filed for the purpose of updating
such description.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act of 1934, as amended,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 in this Registration Statement and to be a part hereof
from the respective dates 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 Third Amended and Restated Bylaws provide that the
Company shall indemnify and hold harmless, to the fullest extent which it is
empowered to do so unless prohibited from doing so by the Delaware General
Corporation Law, as it exists or may hereafter be amended (but, in the case of
any such amendment, only to the extent that such amendment permits the
corporation to provide broader indemnification rights than said law permitted
the corporation to provide prior to such amendment), any person who was or is a
party or is threatened to be made a party to or is otherwise involved (including
involvement as a witness) in any action, suit, or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that he or she
is or was a director or officer of the Company, or while a director or officer
of the Company, is or was serving at the request of the Company as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust, or other enterprise, including service with respect to an employee
benefit plan, against all expenses, liabilities, damages, actions, cost of
attachment or similar bonds, claims and losses (including without limitation
costs of investigating, preparing or defending any such claim or action and
attorneys' fees and disbursements, judgments, fines, or penalties and amounts
paid in settlement) and any expenses of establishing a right to indemnification
reasonably incurred or suffered by such person in connection therewith and that
such indemnification shall continue as to any such person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of such
person's heirs, executors and administrators; and that the Company may, by
action of its board of directors, provide indemnification to employees and
agents of the Company with the same scope and effect as indemnification of
directors and officers.
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<PAGE>
Section 145 of the Delaware General Corporation Law provides that a
corporation may indemnify any person who was or is 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 (other than
an action by or in the right of the corporation) by reason of the fact that he
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 in connection
with such action, suit or proceeding if he acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best interest of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful; and further that a
corporation may indemnify such person against expenses (including attorneys'
fees) actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
shall deem proper. To the extent that a director, officer, employee or agent of
a corporation has been successful on the merits or otherwise in defense of any
such action, suit or proceeding, or in defense of any claim, issue or matter
therein, he shall be indemnified against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection therewith.
The Third Amended and Restated Bylaws further provide that the Company
shall indemnify any such person seeking indemnification in connection with a
proceeding initiated by such person only if such proceeding was authorized by
the board of directors of the Company, except that it shall be a defense to any
such action (other than an action brought to enforce a claim for expenses
incurred in defending any proceeding in advance of its final disposition where
the required undertaking, if any, has been tendered to the Company) that the
claimant has not met the standards of conduct (as set forth above) which make it
permissible under the Delaware General Corporation Law for the Company to
indemnify the claimant for the amount claimed, but the burden of such defense
shall be on the Company.
The Third Amended and Restated Bylaws further provide that the right to
indemnification shall be a contract right and shall include the right to be paid
by the Company for the expenses incurred in defending any such proceeding in
advance of its final disposition unless otherwise determined by the board of
directors of the Company in the specific case upon receipt of an undertaking by
or on behalf of the director or officer to repay such amount if it shall
ultimately be determined that he or she is not entitled to be indemnified by the
Company; and that such expenses incurred by other employees and agents may be so
paid upon such terms and conditions, if any, as the board of directors of the
Company deems appropriate. The rights conferred in the Third Amended and
Restated Bylaws to indemnification and the payment of expenses incurred in
defending a proceeding in advance of its final disposition are not exclusive of
any other right which any person may have or hereafter acquire under any
statute, provision of the certificate of incorporation, bylaw, agreement, vote
of stockholders or disinterested directors or otherwise.
Section 102 of the Delaware General Corporation Law allows a
corporation to eliminate or limit the personal liability of a director of a
corporation to the corporation or to any of its stockholders for monetary damage
for a breach of fiduciary duty as a director, except in the case where the
director (i) breaches his duty of loyalty to the corporation or its
stockholders, (ii) fails to act in good faith, engages in intentional misconduct
or knowingly violates a law, (iii) authorizes the payment of a dividend or
approves a stock purchase or redemption in violation of Section 174 of the
Delaware General Corporation Law or (iv) obtains an improper personal benefit.
Article Eleven of the Company's Third Amended and Restated Certificate of
Incorporation includes a provision which eliminates directors' personal
liability to the fullest extent permitted under the Delaware General Corporation
Law.
The Company has purchased director and officer liability insurance for
its directors and officers.
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<PAGE>
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
See Index to Exhibits which is incorporated by reference.
Item 9. Undertakings
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:
i. to include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
ii. to reflect in the prospectus any facts or events
arising after the effective date of the Registration
Statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in the Registration Statement;
provided that, notwithstanding the foregoing, any
increase or decrease in volume of securities offered
(if the total dollar value of securities offered
would not exceed that which was registered) and any
deviation from the low or high end of the estimated
maximum offering range may be reflected in the form
of a prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than a 20 percent
change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table
in the effective registration statement; and
iii. 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;
provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the Registration Statement
is on Form S-3 or Form S-8 and the information
required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports
filed with or furnished to the Commission by the
registrant pursuant to section 13 or section 15(d) of
the Securities Exchange Act of 1934 that are
incorporated by reference 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; and
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.
The 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 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the Registration Statement
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<PAGE>
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.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the provisions under 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
Securities Exchange Act of 1933 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 Exchange Act of 1933 and will be governed by the final adjudication
of such issue.
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<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 the City of Roslyn, State of New York, on June 28, 1999.
COINMACH LAUNDRY CORPORATION
By: /s/ STEPHEN R. KERRIGAN
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Stephen R. Kerrigan
Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and
appoints Ronald S. Brody the true and lawful attorney-in-fact and agent of the
undersigned, with full power of substitution and resubstitution, for and in the
name, place and stead of the undersigned, in any and all capacities, to sign any
and all amendments (including post-effective amendments) to this Registration
Statement on Form S-8 relating to the Common Stock issuable under the Coinmach
Laundry Corporation 1998 Employee Stock Purchase Plan and to file the same, with
all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, and hereby grants to such attorney-in-fact
and agent full power and authority to do and perform each and every act and
thing requisite and necessary to be done, as fully to all intents and purposes
as the undersigned might or could do in person, hereby ratifying and confirming
all that said attorney-in-fact and agent, or his substitute or substitutes, may
lawfully do or cause to be done by virtue thereof.
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 June 28, 1999.
Signature Title
/s/ STEPHEN R. KERRIGAN
- ---------------------------------- Chairman of the Board of Directors and
Stephen R. Kerrigan Chief Executive Officer
(Principal Executive Officer)
/s/ MITCHELL BLATT
- ---------------------------------- Director, President and Chief Operating
Mitchell Blatt Officer
/s/ ROBERT M. DOYLE
- ---------------------------------- Chief Financial Officer and Senior Vice
Robert M. Doyle President (Principal Financial and
Accounting Officer)
/s/ JOHN E. DENSON
- ---------------------------------- Senior Vice President
John E. Denson
/s/ MICHAEL E. STANKY
- ---------------------------------- Senior Vice President
Michael E. Stanky
/s/ DAVID A. DONNINI
- ---------------------------------- Director
David A. Donnini
/s/ JAMES N. CHAPMAN
- ---------------------------------- Director
James N. Chapman
/s/ BRUCE V. RAUNER
- ---------------------------------- Director
Bruce V. Rauner
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<PAGE>
/s/ ARTHUR B. LAFFER
- ---------------------------------- Director
Arthur B. Laffer
/s/ STEPHEN G. CERRI
- ---------------------------------- Director
Stephen G. Cerri
-6-
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Description
- ------------- -------------------------------------------------------------
4.1 Fourth Amended and Restated Certificate of Incorporation of
the Company, as amended (incorporated by reference from
exhibit number 3.5 to the Company's Form 10-Q for the
quarterly period ended June 30, 1998, file number 1-11907).
4.2 Third Amended and Restated Bylaws of the Company (incorporated
by reference from exhibit number 3.1 to the Company's Form
10-Q for the quarterly period ended September 27, 1996, file
number 1-11907).
5.1 Opinion of Mayer, Brown & Platt regarding the validity of the
Class A Common Stock.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Mayer, Brown & Platt (included in Exhibit 5.1).
24 Power of Attorney (included with signature page to the
registration statement).
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MAYER, BROWN & PLATT
1675 Broadway
New York, New York 10019-5820
June 28, 1999
Coinmach Laundry Corporation
55 Lumber Road
Roslyn, New York 11576
Ladies and Gentlemen:
We have acted as special counsel to Coinmach Laundry Corporation, a
Delaware corporation (the "Company"), in connection with the preparation of a
Registration Statement on Form S-8, which was filed by the Company with the
Securities and Exchange Commission on the date hereof (as such Registration
Statement may be amended from time to time, the "Registration Statement"). The
Registration Statement relates to the registration by the Company under the
Securities Act of 1933, as amended (the "Securities Act"), of up to 1,000,000
shares of the Company's Class A common stock, par value $.01 per share (the
"Common Stock").
In rendering the opinions expressed below, we have examined the
following documents (the "Documents"):
A. Registration Statement (together with the form of prospectus
forming a part thereof);
B. 1998 Employee Stock Purchase Plan, as amended (the "ESPP");
C. Fourth Amended and Restated Certificate of Incorporation of
the Company;
D. Third Amended and Restated Bylaws of the Company;
E. Minutes of meetings of the Board of Directors of the Company,
dated May 4, 1998 and May 5, 1999, in each case, relating to
the transactions contemplated by the Registration Statement;
and
F. Minutes of Annual Meeting of Stockholders, dated July 28,
1998, approving the ESPP.
Based upon the foregoing, we are of the opinion that the shares are
duly authorized for issuance and when issued in accordance with the provisions
of the ESPP will be legally issued, fully paid and non-assessable shares of the
Company.
<PAGE>
We hereby consent to the reference to our name in the Registration
Statement and to the filing of this letter as an exhibit to the Registration
Statement. By giving this consent, we do not admit that we are in the category
of persons whose consent is required under Section 7 of the Securities Act, or
the rules and regulations of the Securities and Exchange Commission promulgated
thereunder.
Very truly yours,
/s/ MAYER BROWN & PLATT
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RSB/JPK/KAW
Exhibit 23.1
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement on
Form S-8 pertaining to the Coinmach Laundry Corporation 1998 Employee Stock
Purchase Plan of our report dated May 11, 1999, with respect to the consolidated
financial statements of Coinmach Laundry Corporation and Subsidiaries (the
"Company"), included in the Company's Annual Report (Form 10-K) for the year
ended March 31, 1999, filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
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Melville, New York
June 28, 1999
