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Registration No.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SOURCE SERVICES CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 36-2690960
(State or other jurisdiction (I.R.S. employer identification no.)
of incorporation or organization)
5580 LBJ Freeway, Suite 300
Dallas, TX 75240
-----------------------------------------------------
(Address of principal executive offices) (Zip code)
SOURCE SERVICES CORPORATION
401(k) AND PROFIT SHARING RETIREMENT SAVINGS PLAN
---------------------------------------------------
(Full title of the plan)
D. Les Ward
President and Chief Executive Officer
Source Services Corporation
5580 LBJ Freeway, Suite 300
Dallas, TX 75240
-----------------------------------------
(Name and address of agent for service)
Telephone number, including area code, of agent for service: (972) 385-3002
This registration statement shall hereafter become effective in accordance with
Rule 462 promulgated under the Securities Act of 1933, as amended.
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
================================================================================================
Title of Proposed maximum Proposed maximum
securities to be Amount to be offering price aggregate Amount of
registered(1) registered per share(2) offering price(2) registration fee
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock Par 3,576,130 $21.21875 $75,881,008.44 $22,384.90
Value $0.02
================================================================================================
</TABLE>
------------------------------------
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
Source Services Corporation (the "Company") hereby incorporates by
reference in this registration statement the following documents:
(a) The Company's latest report on Form 10-K filed pursuant to Sections
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), containing audited financial statements for the Company's latest fiscal
year ended December 29, 1996.
(b) All other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the fiscal year covered by the
document referred to in (a) above.
(c) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A filed under the Exchange Act,
including any amendment or report filed for the purpose of updating such
description.
(d) The description of the Company's preferred stock purchase rights
contained in the Company's Registration Statement on Form 8-A filed pursuant to
Section 12 of the Exchange Act, including any amendment or report filed for the
purpose of updating such description.
- ----------
(1) Pursuant to Rule 416(c) under the Securities Act of 1933, this registration
statement also covers an indeterminable number of interests to be offered
or sold pursuant to the Source Services Corporation 401(k) and Profit
Sharing Retirement Savings Plan.
(2) Estimated pursuant to Rule 457 solely for purposes of calculating the
registration fee. The price is based upon the average of the high and low
prices of the common stock of Source Services Corporation on December 8,
1997, as reported on the National Association of Securities Dealers
Automated Quotations System.
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All documents subsequently filed by the Company or the Source Services
Corporation 401(k) and Profit Sharing Retirement Savings Plan (the "Plan")
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment to this registration statement which
indicates that all securities offered hereby have been sold or which deregisters
all securities remaining unsold, shall be deemed to be incorporated by reference
in this registration statement and to be a part hereof from the date of filing
of such documents.
Item 4. Description of Securities
Inapplicable.
Item 5. Interests of Named Experts and Counsel
Inapplicable.
Item 6. Indemnification of Directors and Officers
Article XIII of the Company's Restated Certificate of Incorporation, and
Article VI of the Company's Amended and Restated Bylaws, provide that the
Company is generally required to indemnify its directors and officers for all
judgments, fines, settlements, legal fees and other expenses incurred in
connection with pending or threatened legal proceedings because of the
director's or officer's position with the Company or another entity that the
director or officer serves at the Company's request, subject to certain
conditions, and to advance funds to its directors and officers to enable them to
defend against such proceedings. To receive indemnification, the director or
officer must have been successful in the legal proceeding or acted in good faith
and in what was reasonably believed to be a lawful manner and in the Company's
best interest. The affirmative vote of the holders of two-thirds or more of the
outstanding voting stock of the Company will be required to amend this
provision. The Company has entered into indemnity agreements with each of its
directors and officers. These agreements may require the Company, among other
things, to indemnify such directors against certain liabilities that may arise
by reason of their status or service as directors, to advance expenses to them
as they are incurred, provided that they undertake to repay the amount advanced
if it is ultimately determined by a court that they are not entitled to
indemnification and to obtain directors' liability insurance if available on
reasonable terms.
In addition, Article XII of the Company's Restated Certificate of
Incorporation provides that a director of the Company shall not be personally
liable to the Company or its stockholders for monetary damages for breach of his
or her fiduciary duty as a director, except for liability (i) for any breach of
the director's duty of loyalty to the Company or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) for willful or negligent conduct in paying
dividends or repurchasing stock out of other than lawfully available funds or
(iv) for any transaction from which the director derives an improper personal
benefit.
Reference is made to Section 145 of the General Corporation Law of the
State of Delaware which provides for indemnification of directors and officers
in certain circumstances.
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The Company has obtained a directors' and officers' liability insurance
policy which entitles the Company to be reimbursed for certain indemnity
payments it is required or permitted to make to its directors and officers.
Item 7. Exemption From Registration Claimed
Inapplicable.
Item 8. Exhibits
See Exhibit Index. No opinion of counsel as to the legality of shares
being registered is required, because no original issuance securities will be
issued pursuant to the Plan. The undersigned registrant hereby undertakes to
submit the Plan and any amendments thereto to the Internal Revenue Service (the
"IRS") in a timely manner and will make all changes required by the IRS in order
to qualify the Plan.
Item 9. Undertakings
(a) Rule 415 Offering
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, as amended (the "Securities Act");
(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;
(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)(l)(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 by the registrant pursuant to Section 13 or Section 15(d)
of the Exchange Act that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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.
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(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) Filing incorporating subsequent Exchange Act documents by reference
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in 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.
(h) Request for acceleration of effective date or filing of registration
statement on Form S-8
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and 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.
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SIGNATURE
Pursuant to the requirements of the Securities Act of 1933, as amended,
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 Dallas, State of Texas, on December 11, 1997.
SOURCE SERVICES CORPORATION
By: /s/ D. Les Ward
------------------------------------------
D. Les Ward, President and Chief Executive
Officer
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POWER OF ATTORNEY
The officers and directors of Source Services Corporation whose
signatures appear below, hereby constitute and appoint D. Les Ward and Richard
M. Dupont, and each of them, their true and lawful attorneys and agents, with
full power of substitution, each with power to act alone, to sign and execute on
behalf of the undersigned any amendment or amendments to this registration
statement on Form S-8, and each of the undersigned does hereby ratify and
confirm all that each of said attorney and agent, or their or his substitutes,
shall do or cause to be done by virtue hereof. 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 indicated on December 11, 1997
<TABLE>
<CAPTION>
Signature Title
- ------------------------------------------- ---------------------------------------------
<S> <C>
/s/ D. Les Ward
- -------------------------------------------
D. Les Ward Chief Executive Officer, President and
Director (Principal Executive Officer)
/s/ Richard M. Dupont
- -------------------------------------------
Richard M. Dupont Vice President, Chief Financial Officer and
Secretary (Principal Financial and
Accounting Officer)
/s/ John N. Allred
- -------------------------------------------
John N. Allred Director
/s/ Adrian Alter
- -------------------------------------------
Adrian Alter Director
/s/ Paul M. Bass, Jr.
- -------------------------------------------
Paul M. Bass, Jr. Director
/s/ Wayne D. Emigh
- -------------------------------------------
Wayne D. Emigh Director
/s/ John G. Sifonis
- -------------------------------------------
John G. Sifonis Director
/s/ Karl A. Vogeler
- -------------------------------------------
Karl A. Vogeler Director
</TABLE>
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SIGNATURE
Pursuant to the requirements of the Securities Act of 1933, as amended,
the trustees (or other persons who administer the employee benefit plan) have
duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on December 11, 1997.
SOURCE SERVICES CORPORATION 401(k) AND PROFIT
SHARING RETIREMENT SAVINGS PLAN
By: /s/ D. Les Ward
-------------------------------------------
D. Les Ward, President and
Chief Executive Officer of Source Services
Corporation, Administrator of the Plan
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EXHIBIT INDEX
4.1 Restated Certificate of Incorporation of the Company is incorporated by
reference to Exhibit 3.1 to the Company's Registration Statement on Form
S-1, as amended, File Number 333-4691 (the "IPO Registration Statement")
4.2 Amended and Restated By-laws of the Company are incorporated by
reference to Exhibit 3.2 to the IPO Registration Statement
23.1 Consent of Counsel
23.2 Consent of Price Waterhouse LLP
24 Power of Attorney (included in signature pages to this registration
statement).
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EXHIBIT 23.1
[LETTERHEAD OF GARY CARY WARE & FREIDENRICH,
A Professional Corporation]
ATTORNEYS AT LAW
400 HAMILTON AVENUE
PALO ALTO, CA 94301-1825
TEL (415) 328-6561
FAX (415) 327-3699
http://www.gcwf.com
OUR FILE NO.
1190239-901000
December 11, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Source Services Corporation -- Registration Statement
on Form S-8 for Source Services Corporation 401(k) and
Profit Sharing Retirement Savings Plan
Ladies and Gentlemen:
As legal counsel for Source Services Corporation, a Delaware corporation
(the "Company"), we hereby consent to the use of our name wherever it appears in
the Company's Registration Statement on Form S-8 under the Securities Act of
1933, as amended, which registers up to 3,576,130 of the Company's Common Stock,
$0.02 par value, which may be issued pursuant to the Source Services Corporation
401(k) and Profit Sharing Retirement Savings Plan.
Respectfully submitted,
/s/ Gray Cary Ware & Freidenrich
-------------------------------------
GRAY CARY WARE & FREIDENRICH
A Professional Corporation
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EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated March 17, 1997 appearing on page 13 of
Source Services Corporation's Annual Report on Form 10-K for the year ended
December 29, 1996.
PRICE WATERHOUSE LLP
Dallas, Texas
December 10, 1997
