As filed with the Securities and Exchange Commission
on August 29, 1996
Registration No. ____________
- ------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------
THE DIAL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 51-0374887
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
Dial Tower, Phoenix, Arizona 85077
(Address of Principal Executive Offices) (Zip Code)
THE DIAL CORPORATION 1996 STOCK INCENTIVE PLAN
(Full title of plan)
---------------
William A. Arbitman
Vice President and Secretary
The Dial Corporation
Dial Tower
Phoenix, Arizona 85077
(Name and address of agent for service)
(602) 207-2800
(Telephone number, including area code,
of agent for service)
---------------
<PAGE>
CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------
Title of Amount Proposed Maximum Proposed Maximum
Securities to be Offering Price Aggregate Amount of
to be Registered Per Share Offering Price Registration
Registered (1) (2) (2) Fee
- ------------------------------------------------------------------------
Common 1,000,000 $12 3/8 $12,375,000 $4,267.24
Stock
$0.01 par
value (1)(2)
- ------------------------------------------------------------------------
(1) Represents maximum aggregate number of shares of Common Stock
issuable under the Plan that are covered by this Registration
Statement pursuant to Rule 457(h). This Registration Statement
also pertains to Rights to purchase shares of Junior Participating
Preferred Stock of the Registrant (the "Rights"). One Right is
included with each share of Common Stock. Until the occurrence of
certain prescribed events, the Rights are not exercisable, are
evidenced by the certificates for the Common Stock and will be
transferred along with and only with such securities. Thereafter,
separate Rights certificates will be issued representing one Right
for each share of Common Stock held, subject to adjustment pursuant
to antidilution provisions.
(2) Includes an indeterminate number of shares of Common Stock that may
be issuable by reason of stock splits, stock dividends or similar
transactions in accordance with Rule 416 under the Securities Act
of 1933.
(3) The amounts are based upon the average of the high and low sale
prices for the Common Stock as reported on the New York Stock
Exchange on August 26, 1996, and are used solely for the purpose of
calculating the registration fee pursuant to Rule 457(c) under the
Securities Act of 1933.
In addition, pursuant to Rule 416(c) under the Securities Act of
1933, this Registration Statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan
described herein.
<PAGE>
PART I
INFORMATION REQUIRED IN PROSPECTUS
The information called for in Part I of Form S-8 is not
being filed with or included in this Form S-8 (by incorporation
by reference or otherwise) in accordance with the rules and
regulations of the Securities and Exchange Commission (the
"SEC").
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
---------------------------------------
The following documents previously filed by The Dial
Corporation (the "Corporation") with the SEC pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act")
are incorporated in this Registration Statement by reference and
shall be deemed to be a part hereof:
(1) Registration Statement No. 1-11793 of the Corporation
on Form 10 declared effective by the SEC on July 30, 1996 (the
"Form 10").
(2) All other reports filed pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the fiscal year
covered by the registrant document referred to in (1) above.
(3) The description of the Corporation's Common Stock
contained in the Corporation's Form 10.
(4) The description of the Corporation's Rights contained
in the Corporation's Form 10.
In addition, all documents filed by the Corporation pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange 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 such
securities then remaining unsold, shall be deemed to be
incorporated in this registration statement by reference and to
be a part hereof from the date of filing of such documents.
Any statement contained in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this registration
statement to the extent that a statement contained herein or in
any subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute
a part of this Registration Statement.
Item 4. Description of Securities.
-------------------------
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
--------------------------------------
The legality of the securities offered pursuant to this
Registration Statement has been passed upon for the Corporation
by William A. Arbitman, Vice President and Secretary and
Associate General Counsel of the Corporation. Mr. Arbitman owns
shares and options to purchase shares of Common Stock of the
Corporation.
Item 6. Indemnification of Directors and Officers.
-----------------------------------------
The Restated Certificate of Incorporation ("Certificate of
Incorporation") provides that a director of the Corporation will
not be personally liable to the Corporation or its stockholders
for monetary damages for breach of fiduciary duty as a director,
except for liability (1) for any breach of the director's duty of
loyalty to the Corporation or its stockholders, (2) for acts or
omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (3) under Section 174
of the Delaware General Corporation Law ("DGCL"), which concerns
unlawful payments of dividends, stock purchases or redemptions,
or (4) for any transaction from which the director derived an
improper personal benefit.
While the Certificate of Incorporation provides directors
with protection from awards for monetary damages for breaches of
their duty of care, it does not eliminate such duty.
Accordingly, the Certificate of Incorporation will have no effect
on the availability of equitable remedies such as an injunction
or rescission based on a director's breach of his or her duty of
care. The provisions of the Certificate of Incorporation
described above apply to an officer of the Corporation only if he
or she is a director of the Corporation and is acting in his or
her capacity as director, and do not apply to officers of the
Corporation who are not directors.
The Certificate of Incorporation provides that each person
who is or was or had agreed to become a director or officer of
the Corporation, or each such person who is or was serving or who
had agreed to serve at the request of the Corporation as a
director or officer of another corporation, partnership, joint
venture, trust or other enterprise (including the heirs,
executors, administrators or estate of such person), will be
indemnified by the Corporation, in accordance with the Bylaws, to
the fullest extent permitted from time to time by the DGCL, as
the same exists or may hereafter be amended (but, if permitted by
applicable law, 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) or any other
applicable laws as presently or hereafter in effect. The
Corporation may, by action of the Board of Directors of the
Corporation (the "Board"), provide indemnification to employees
and agents of the Corporation, and to persons serving as
employees or agents of another corporation, partnership, joint
venture, trust or other enterprise, at the request of the
Corporation, with the same scope and effect as the foregoing
indemnification of directors and officers. The Corporation may
be required to indemnify any person seeking indemnification in
connection with a proceeding (or part thereof) initiated by such
person only if such proceeding (or part thereof) was authorized
by the Board or is a proceeding to enforce such person's claim to
indemnification pursuant to the rights granted by the Certificate
of Incorporation or otherwise by the Corporation. In addition,
the Corporation may enter into one or more agreements with any
person providing for indemnification greater or different than
that provided in the Certificate of Incorporation.
The Bylaws of the Corporation (the "Bylaws") provide that
each person who was or is made a party or is threatened to be
made a party to or is involved in any action, suit, or
proceeding, whether civil, criminal, administrative or
investigative (a "Proceeding"), by reason of the fact that he or
she or a person of whom he or she is the legal representative is
or was a director or officer of the Corporation or is or was
serving at the request of the Corporation as a director or
officer of another corporation or of a partnership, joint
venture, trust or other enterprise, including service with
respect to employee benefit plans, whether the basis of such
Proceeding is alleged action in an official capacity as a
director or officer or in any other capacity while serving as a
director or officer, will be indemnified and held harmless by the
Corporation to the fullest extent authorized by the DGCL as the
same exists or may in the future be amended (but, if permitted by
applicable law, 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), against all
expense, liability and loss (including attorneys' fees,
judgments, fines, ERISA excise taxes or penalties and amounts
paid or to be paid in settlement) reasonably incurred or suffered
by such person in connection therewith and such indemnification
will continue as to a person who has ceased to be a director or
officer and will inure to the benefit of his or her heirs,
executors and administrators; provided, however, except as
described in the second following paragraph with respect to
Proceedings to enforce rights to indemnification, the Corporation
will indemnify any such person seeking indemnification in
connection with a Proceeding (or part thereof) initiated by such
person only if such Proceeding (or part thereof) was authorized
by the Board.
Pursuant to the Bylaws, to obtain indemnification, a
claimant is to submit to the Corporation a written request for
indemnification. Upon such written request by a claimant, a
determination, if required by applicable law, with respect to the
claimant's entitlement to indemnification will be made, if
requested by the claimant, by independent legal counsel, or if
the claimant does not so request, by the Board by a majority vote
of the disinterested directors even though less than a quorum or,
if there are no disinterested directors or the disinterested
directors so direct, by independent legal counsel in a written
opinion to the Board, or if the disinterested directors so
direct, by the stockholders of the Corporation. In the event the
determination of entitlement to indemnification is to be made by
independent legal counsel at the request of the claimant, the
independent legal counsel will be selected by the Board unless
there shall have occurred within two years prior to the date of
the commencement of the action, suit or proceeding for which
indemnification is claimed a Change of Control, in which case the
independent legal counsel will be selected by the claimant unless
the claimant requests that such selection be made by the Board.
Pursuant to the Bylaws, if a claim described in the
preceding paragraph is not paid in full by the Corporation within
thirty days after a written claim pursuant to the preceding
paragraph has been received by the Corporation, the claimant may
at any time thereafter bring suit against the Corporation to
recover the unpaid amount of the claim and, if successful in
whole or in part, the claimant will be entitled to be paid also
the expense of prosecuting such claim. The Bylaws provide that it
will 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 is required, has been tendered to the
Corporation) that the claimant has not met the standard of
conduct which make it permissible under the DGCL for the
Corporation to indemnify the claimant for the amount claimed, but
the burden of proving such defense will be on the Corporation.
Neither the failure of the Corporation (including the
disinterested directors, independent legal counsel or
stockholders) to have made a determination prior to the
commencement of such action that indemnification of the claimant
is proper in the circumstances because he or she has met the
applicable standard of conduct set forth in the DGCL, nor an
actual determination by the Corporation (including the
disinterested directors, independent legal counsel or
stockholders) that the claimant has not met such applicable
standard of conduct, will be a defense to the action or create a
presumption that the claimant has not met the applicable standard
of conduct. However, the Corporation will be bound by a
determination pursuant to the procedures set forth in the Bylaws
that the claimant is entitled to indemnification in any suit
brought by a claimant pursuant to the Bylaws.
The Bylaws provide that the right to indemnification and the
payment of expenses incurred in defending a Proceeding in advance
of its final disposition conferred in the Bylaws will not be
exclusive of any other right which any person may have or may in
the future acquire under any statute, provision of the
Certificate of Incorporation, the Bylaws, agreement, vote of
stockholders or disinterested directors or otherwise. The Bylaws
permit the Corporation to maintain insurance, at its expense, to
protect itself and any director, officer, employee or agent of
the Corporation or another corporation, partnership, joint
venture, trust or other enterprise against any expense, liability
or loss, whether or not the Corporation would have the power to
indemnify such person against such expense, liability or loss
under the DGCL. The Corporation effective August 15, 1996, has
obtained directors' and officers' liability insurance providing
coverage to its directors and officers. In addition, the Bylaws
authorize the Corporation, to the extent authorized from time to
time by the Board, to grant rights to indemnification and rights
to be paid by the Corporation the expenses incurred in defending
any Proceeding in advance of its final disposition, to any
employee or agent of the Corporation to the fullest extent of the
provisions of the Bylaws with respect to the indemnification and
advancement of expenses of directors and officers of the
Corporation.
The Bylaws provide that the right to indemnification
conferred therein is a contract right and includes the right to
be paid by the Corporation the expenses incurred in defending any
Proceeding in advance of its final disposition, except that if
the DGCL requires, the payment of such expenses incurred by a
director or officer in his or her capacity as a director or
officer (and not in any other capacity in which service was or is
rendered by such person while a director or officer, including,
without limitation, service to an employee benefit plan) in
advance of the final disposition of a Proceeding, will be made
only upon delivery to the Corporation of an undertaking by or on
behalf of such director or officer, to repay all amounts so
advanced if it is ultimately determined that such director or
officer is not entitled to be indemnified under the Bylaws or
otherwise.
It is anticipated that the Corporation will authorize
indemnification agreements for each of the Corporation's
directors (each, an "Indemnification Agreement," and,
collectively, the "Indemnification Agreements"). The
Indemnification Agreements will, among other things, require the
Corporation to indemnify the directors to the fullest extent
permitted by law, and to advance to the directors all related
expenses, subject to reimbursement if it is subsequently
determined that indemnification is not permitted. The
Corporation must also indemnify and advance all expenses incurred
by directors seeking to enforce their rights under the
Indemnification Agreements, and cover directors under the
Corporation's directors' liability insurance. Although the
Indemnification Agreements will offer substantially the same
scope of coverage afforded by provisions in the Certificate of
Incorporation and the Bylaws, they provide greater assurance to
directors that indemnification will be available, because, as
contracts, they cannot be modified unilaterally in the future by
the Board or by the stockholders to eliminate the rights they
provide, an action that is possible with respect to the relevant
provisions of the Bylaws, at least as to prospective elimination
of such rights.
There has not been in the past and there is not presently
pending any litigation or proceeding involving a director,
officer, employee or agent of the Corporation in which
indemnification would be required or permitted by the new
Indemnification Agreements. In addition, the Board is not aware
of any threatened litigation or proceeding which may result in a
claim for indemnification under any Indemnification Agreement.
The DGCL provides that a contract between a corporation and
a director thereof is not void or voidable solely because the
interested director is present at the meeting authorizing the
contract if the material facts relating to the contract are known
to the board of directors and the board of directors in good
faith authorizes the contract by the affirmative vote of a
majority of the disinterested directors, or the material facts
relating to the contract are known to the stockholders and the
stockholders in good faith authorize the contract, or the
contract is fair to the corporation at the time it is authorized
or approved.
Item 7. Exemption from Registration Claimed.
-----------------------------------
Not Applicable.
Item 8. Exhibits.
--------
Exhibit
Number Description
- ------- -----------
4.1 - Restated Certificate of Incorporation of the
Registrant filed as Exhibit 3a to Registrant's
Form 10.*
4.2 - Bylaws of the Registrant filed as Exhibit 3b to
Registrant's Form 10.*
4.3 - The Dial Corporation 1996 Stock Incentive Plan,
filed as Exhibit 10(d) to Registrant's Form 10.*
4.4 - Form of Rights Agreement between the Registrant
and the Rights Agent named therein filed as
Exhibit 4 to Registrant's Form 10.*
5 - Opinion of the Registrant's General Counsel as to
the legality of securities offered under The Dial
Corporation Capital Accumulation Plan.
23.1 - Consent of Independent Auditors, Deloitte & Touche
LLP.
23.2 - Consent of Counsel (contained in the Opinion of
the Registrant's General Counsel, Exhibit 5
hereto).
24 - Power of Attorney (included on signature page of
this Registration Statement).
- ---------------------------------
* Incorporated herein by reference.
Item 9. Undertakings.
------------
(a) The Corporation 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;
(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 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 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 Registrant hereby undertakes that, for the purpose
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 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) 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 foregoing provisions, or otherwise, the Registrant has been
informed that in the opinion of the SEC such indemnification is
against public policy as expressed in the 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 Act and will be governed by the final
adjudication of such issue.
Experts
- -------
The financial statements incorporated in this Registration
Statement on Form S-8 by reference from the Corporation's
Registration Statement on Form 10 have been audited by Deloitte &
Touche LLP, independent auditors, as stated in their report which
is incorporated herein by reference, and have been so
incorporated in reliance upon the report of such firm given upon
their authority as experts in accounting and auditing.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe 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 Stowe, and
State of Vermont, on the 15th day of August, 1996.
THE DIAL CORPORATION
By: /s/ Malcolm Jozoff
President and Chief
Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby authorizes and
appoints Robert B. Stearns, as his attorney-in-fact, with full power
of substitution and resubstitution, to sign and file on his or her
behalf individually and in each such capacity stated below any and all
amendments and post-effective amendments to this Registration
Statement, as fully as such person could do in person, hereby
verifying and confirming all that said attorney-in-fact, or his
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.
Signatures Title Date
- ---------- ----- ----
Principal Executive
Officer
/s/ Malcolm Jozoff Director; President and 8/15/96
Chief Executive Officer
Principal Financial
Officer
/s/ Robert B. Stearns Senior Vice President and 8/15/96
Chief Financial Officer
Principal Accounting
Officer
/s/ Lowell L. Robertson Vice President and 8/15/96
Controller
<PAGE>
DIRECTORS: Date
/s/ Joe T. Ford 8/15/96
/s/ Thomas L. Gossage 8/15/96
/s/ Donald E. Guinn 8/15/96
/s/ Dennis C. Stanfill 8/15/96
- -------------------------
A. Thomas Young
Exhibit 5
August 28, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: The Dial Corporation Registration Statement on Form S-8
The Dial Corporation 1996 Stock Incentive Plan
Gentlemen:
This opinion is delivered in connection with the
registration by The Dial Corporation, a Delaware corporation (the
"Corporation"), on Form S-8 (the "Registration Statement"), under
the Securities Act of 1933, as amended, of 1,000,000 shares of
the Corporation's Common Stock ("Common Stock"), together with
the associated preferred stock purchase rights ("Rights"),
issuable pursuant to The Dial Corporation 1996 Stock Incentive
Plan (the "Plan").
In arriving at this opinion, I have examined such corporate
instruments, documents, statements and records of the Corporation
and others as I have deemed relevant and necessary or appropriate
for the purposes of this opinion.
I have assumed the genuineness of all signatures and the
authenticity of all documents submitted to me as originals, the
conformity to original documents of all the documents submitted
to me as certified or photostatic copies, and the authenticity of
the originals of such latter documents.
Based upon the foregoing, I am of the opinion that the
1,000,000 shares of Common Stock to be sold pursuant to the
Registration Statement, together with the associated Rights, when
issued and delivered by the Corporation in accordance with the
terms of the Plan, will be legally issued, fully paid and
nonassessable securities of the Corporation.
<PAGE>
I hereby consent to the reference to my name in the
Registration Statement and further consent to the inclusion of
this opinion as Exhibit 5 to the Registration Statement. In
giving this consent, I do not hereby admit that I am in the
category of persons whose consent is required under Section 7 of
the Act or the rules and regulations of the Securities and
Exchange Commission.
Very truly yours,
/s/ William A. Arbitman
Vice President and
Secretary and Associate
General Counsel
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this
Registration Statement of The Dial Corporation on Form S-8 of our
report dated May 24, 1996, appearing in Registration Statement
No. 1-11793 on Form 10 of The Dial Corporation and to the
reference to us under the heading "Experts" in this Registration
Statement.
/s/ Deloitte & Touche LLP
Phoenix, Arizona
August 29, 1996
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