AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 12, 1997
REGISTRATION NO. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
AMERICAN RESIDENTIAL SERVICES, INC.
(Exact Name of Registrant as Specified in Its Charter)
POST OAK TOWER, SUITE 725
5051 WESTHEIMER ROAD
HOUSTON, TEXAS
(Address of Principal Executive Offices)
DELAWARE 77056-5604 76-0484996
(State or Other Jurisdiction of (Zip Code) (I.R.S. Employer
Incorporation or Organization) Identification No.)
1996 INCENTIVE PLAN OF AMERICAN RESIDENTIAL SERVICES, INC.
(Full title of the plan)
JOHN D. HELD, ESQ.
SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
AMERICAN RESIDENTIAL SERVICES, INC.
POST OAK TOWER, SUITE 725
5051 WESTHEIMER ROAD
HOUSTON, TEXAS 77056-5604
(Name and Address of Agent for Service)
Telephone Number, Including Area Code,
of Agent for Service:
(713) 599-0100
copy to:
JAMES L. LEADER, ESQ.
BAKER & BOTTS, L.L.P.
3000 ONE SHELL PLAZA
HOUSTON, TEXAS 77002-4995
(713) 229-1234
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed
Title of Amount Proposed Maximum Maximum Amount of
Securities to be to be Offering Price Per Aggregate Registration
Registered Registered Share(1) Offering Price(1) Fee
Common Stock (par value
<S> <C> <C> <C> <C>
$.001 per share)(2)... 950,000 $ 22.3125 $ 21,196,875 $ 6,424
========================= ================ ==================== ================== ==============
</TABLE>
(1) Estimated in accordance with Rule 457(c) and (h) solely for the purpose
of calculating the registration fee and based upon the average of the
high and low sales price of the shares of Common Stock of American
Residential Services, Inc. quoted on the New York Stock Exchange on
August 8, 1997.
(2) Includes the associated preferred stock purchase rights.
<PAGE>
INCORPORATION BY REFERENCE
This Registration Statement registers 950,000 additional shares of common
stock, par value $.001 per share ("Common Stock"), of American Residential
Services, Inc., a Delaware corporation (the "Company"), which may be issued from
time to time pursuant to the 1996 Incentive Plan of American Residential
Services, Inc. (the "Plan"). The Company previously registered 1,550,000 shares
of Common Stock to be issued from time to time pursuant to the Plan by means of
a Registration Statement of Form S-8 (Registration No. 333-13299) filed with the
Securities and Exchange Commission on October 2, 1996, which registration
statement is incorporated herein by this reference.
EXHIBITS
The following documents are filed as a part of this registration statement:
EXHIBIT
NO. DESCRIPTION
------- -----------------------------------------------------------
5 -- Opinion of John D. Held
23.1 -- Consent of Arthur Andersen LLP
23.2 -- Consent of John D. Held (included in Exhibit 5)
24 -- Powers of Attorney (included on the signature page hereof)
-1-
<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 Houston, State of Texas, on the 12th day of August,
1997.
AMERICAN RESIDENTIAL SERVICES, INC.
By: /s/ C. CLIFFORD WRIGHT, JR.
C. Clifford Wright, Jr.
President and Chief
Executive Officer
Each person whose signature appears below hereby appoints C. Clifford Wright,
Jr., John D. Held and Harry O. Nicodemus, IV, and all of them, any of whom may
act without the joinder of the others, 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 any registration statement of the same offering filed pursuant to Rule 462
under the Securities Act of 1933, and to file the same, with all exhibits
thereto and all other documents in connection therewith, with the Commission,
granting unto said attorneys-in-fact and agents full power and authority to do
and perform each and every act and thing appropriate or necessary to be done, as
fully and for 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
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 below by the following persons in the capacities
indicated on the 12th day of August, 1997.
SIGNATURE TITLE
/s/ C. CLIFFORD WRIGHT, President, Chief Executive Officer and Director
C. Clifford Wright, Jr. (Principal Executive Officer)
/s/ HARRY O. NICODEMUS, IV Vice President, Chief Financial Officer and
Harry O. Nicodemus, IV Chief Accounting Officer
/s/ HOWARD S. HOOVER, JR. Chairman of the Board
Howard S. Hoover, Jr.
/s/ GORDEN H. TIMMONS Chief Operating Officer and Director
Gorden H. Timmons
-2-
<PAGE>
/s/ THOMAS N. AMONETT Director
Thomas N. Amonett
/s/ ROBERT J. CRUIKSHANK Director
Robert J. Cruikshank
/s/ RANDALL B. HALE Director
Randall B. Hale
/s/ NOLAN LEHMANN Director
Nolan Lehmann
/s/ WILLIAM P. MCCAUGHEY Director
William P. McCaughey
/s/ FRANK D. MENDITCH Director
Frank N. Menditch
/s/ ELLIOT SOKOLOW Director
Elliot Sokolow
/s/ DON D. SYKORA Director
Don D. Sykora
-3-
<PAGE>
EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
------- -----------------------------------------------------------
5 -- Opinion of John D. Held
23.1 -- Consent of Arthur Andersen LLP
23.2 -- Consent of John D. Held (included in Exhibit 5)
24 -- Powers of Attorney (included on the signature page hereof)
-4-
EXHIBIT 5
August 12, 1997
American Residential Services, Inc.
Post Oak Tower, Suite 725
5051 Westheimer Road
Houston, Texas 77056-5604
Gentlemen:
In connection with the Registration Statement on Form S-8 (the
"Registration Statement") being filed by American Residential Services, Inc., a
Delaware corporation (the "Company"), with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, relating to 950,000
shares of common stock of the Company, par value $.001 per share ("Common
Stock"), that may be issued pursuant to the 1996 Incentive Plan of American
Residential Services, Inc. (the "Plan"), certain legal matters in connection
with those shares of Common Stock are being passed on for the Company by me. At
your request, this opinion is being furnished for filing as Exhibit 5 to the
Registration Statement.
In my capacity as General Counsel of the Company, I have examined
the Company's Restated Certificate of Incorporation and Bylaws, each as amended
to date, and the originals, or copies certified or otherwise identified, of
corporate records of the Company, certificates of public officials and of
representatives of the Company, statutes and other instruments and documents as
a basis for the opinions hereinafter expressed. In connection with this opinion,
I have relied on certificates of officers of the Company with respect to the
accuracy of material factual matters contained in or covered by the certificates
referred to above.
Based on and subject to the foregoing, I am of the opinion that:
1. The Company is a corporation duly organized and validly existing
in good standing under the laws of the State of Delaware.
2. On the issuance of shares of Common Stock pursuant to the
provisions of the Plan and the related award agreements authorized and
approved by the Compensation Committee of the Board of Directors of the
Company for consideration at least equal to the par value of those shares,
those shares of Common Stock will be duly authorized by all
<PAGE>
American Residential Services, Inc. -2- August 12, 1997
necessary corporate action on the part of the Company, validly issued,
fully paid and nonassessable.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ JOHN D. HELD
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement on Form S-8 of American Residential
Services, Inc. (the "Company") of our reports on the audited financial
statements of the Company, dated March 14, 1997 included in (or incorporated by
reference) in the Company's Registration Statement on Form 10-K for the year
ended December 31, 1996, and to all references to our Firm included in this
Registration Statement.
/s/ ARTHUR ANDERSEN LLP
Houston, Texas
August 12, 1997
