As filed with the Securities and Exchange Commission
on October 1, 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)
1850 North Central Avenue
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
1850 North Central Avenue
Phoenix, Arizona 85077
(Name and address of agent for service)
(602) 207-2800
(Telephone number, including area code,
of agent for service)
---------------
Pursuant to Rule 429, the Prospectus referred to herein also
relates to the Registrant's Registration Statement on Form S-8
(Registration No. 333-11037).
<PAGE>
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Amount Maximum Maximum Amount
Securities to be Offering Aggregate of
to be Registered Price Per Offering Registration
Registered (1) (2) Share (3) Price (3) Fee
- ------------------------------------------------------------------------
Common
Stock
$0.01 par
value (1)(2) 8,500,000 $12.875 $109,437,500 $37,737.07
- ------------------------------------------------------------------------
(1) Represents maximum aggregate number of shares of Common
Stock issuable under the Plan that are covered by this Reg-
istration Statement pursuant to Rule 457(h). This Regis-
tration 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, sepa-
rate Rights certificates will be issued representing one
Right for each share of Common Stock held, subject to ad-
justment pursuant to antidilution provisions.
(2) Includes an indeterminate number of shares of Common Stock
that may be issuable by reason of stock splits, stock divi-
dends 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 September 24, 1996, and are used solely
for the purpose of calculating the registration fee pursuant
to Rule 457(c) under the Securities Act of 1933.
<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 Corpo-
ration 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 con-
tained 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 of
the Corporation (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 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 (as defined in the
Bylaws), 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 com-
mencement 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 disin-
terested directors, independent legal counsel or stockholders)
that the claimant has not met such applicable standard of con-
duct, 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 Corpo-
ration.
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.
The Corporation has entered into indemnification agreements
for each of the Corporation's directors and the Board has
authorized the Corporation to enter into indemnification
agreements with certain of its officers (each, an
"Indemnification Agreement," and, collectively, the
"Indemnification Agreements"). The Indemnification Agreements,
among other things, require the Corporation to indemnify the
directors and such officers to the fullest extent permitted by
law, and to advance to the directors and such officers 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 and such officers seeking to enforce their rights
under the Indemnification Agreements, and to cover directors and
such officers under the Corporation's directors' liability
insurance. Although the Indemnification Agreements offer
substantially the same scope of coverage afforded by provisions
in the Certificate of Incorporation and the Bylaws, they provide
greater assurance to directors [and such officers] 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 Indemni-
fication 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 3(a) to Registrant's
Form 10.*
4.2 - Bylaws of the Registrant filed as Exhibit 3(b) 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 1996 Stock Incentive 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 with or furnished to the Commission
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 undersigned 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
advised 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 Chicago, and State of Illinois, on the 24th day of
September, 1996.
THE DIAL CORPORATION
/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 9/24/96
Chief Executive Officer
Principal Financial
Officer
/s/ Robert B. Stearns Senior Vice President 9/24/96
and Chief Financial
Officer
Principal Accounting
Officer
/s/ Lowell L. Robertson Vice President and 9/24/96
Controller
DIRECTORS: Date
/s/ Joe T. Ford 9/24/96
/s/ Thomas L. Gossage 9/24/96
- ------------------------- -------
Donald E. Guinn
/s/ Dennis C. Stanfill 9/24/96
/s/ A. Thomas Young 9/24/96
EXHIBIT 5
October 1, 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 reg-
istration 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 8,500,000 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
8,500,000 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.
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
September 27, 1996
