AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 11, 1998
REGISTRATION NO. 33-________
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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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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)
15501 NORTH DIAL BOULEVARD
SCOTTSDALE, ARIZONA 85260-1619
(Address of registrant's principal executive offices)
THE DIAL CORPORATION AMENDED AND RESTATED
MANAGEMENT DEFERRED COMPENSATION PLAN
THE DIAL CORPORATION AMENDED AND RESTATED
DIRECTORS DEFERRED COMPENSATION PLAN
(Full title of the plan)
JANE E. OWENS
SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
THE DIAL CORPORATION
15501 NORTH DIAL BOULEVARD
SCOTTSDALE, ARIZONA 85260-1619
(602) 754-3425
(Name, address, and telephone number of agent for service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED(1) PER SHARE OFFERING PRICE REGISTRATION FEE
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<S> <C> <C> <C> <C>
Deferred Compensation Obligations(2) $17,000,000 100% $17,000,000(3) $5015
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Common Stock, par value $.01 per share 150,000 $24.00 $ 3,600,000(4) $1062
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<FN>
(1) 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. 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 Common Stock. 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) The Deferred Compensation Obligations are unsecured obligations of The
Dial Corporation to pay deferred compensation in the future in accordance
with the terms of The Dial Corporation Amended and Restated Management
Deferred Compensation Plan and The Dial Corporation Amended and Restated
Directors Deferred Compensation Plan (whichever may apply).
(3) Pursuant to Rule 457(h), estimated solely for the purpose of
calculating the registration fee.
(4) Pursuant to Rule 457(c) and (h), estimated on the basis of the average
of the high and low sales prices of a share of Common Stock on the New York
Stock Exchange on June 8, 1998.
</FN>
</TABLE>
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
"Company") 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) The Company's Annual Report on Form 10-K for the year ended
January 3, 1998;
(2) The Company's Quarterly Report on Form 10-Q for the quarterly
period ended April 4, 1998;
(3) The Company's Current Reports on Form 8-K dated January 27,
1998 and April 21, 1998;
(4) The description of the Company's Common Stock contained in
Registration Statement No. 1-11793 of the Company on Form 10, as
amended (the "Form 10") filed by the Company under the Securities Act
of 1933 (the "Securities Act"); and
(5) The description of the Rights contained in the Company's Form
10.
In addition, all documents filed by the Company 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
The following discussion of The Dial Corporation Amended and Restated
Management Deferred Compensation Plan (the "Management Plan") and The Dial
Corporation Amended and Restated Directors Deferred Compensation Plan (the
"Director Plan") (collectively, the "Plans") is not a complete legal
description of the Plans (or of the deferred compensation obligations of
the Company to participants in the Plans), and is qualified in its entirety
by the full text of the Plans. The filing of this Registration Statement on
Form S-8 is not, and should not be construed as, an admission that the
deferred compensation obligations constitute securities as defined by any
applicable federal, state or local law, or that registration of such
obligations is required under any such law.
The Plans are nonqualified deferred compensation plans for eligible
senior management and directors (the "Participants") of the Company and its
subsidiaries. Under the Plans, the Company will provide Participants with
the opportunity to defer salary, bonuses and director retainer and meeting
fees (whichever may apply) in accordance with the terms of the Plans.
Amounts deferred by a Participant pursuant to the Plans are credited
by book entry to one or more deferred compensation accounts maintained on
behalf of the Participant. The value of a Participant's deferred
compensation accounts is based on the performance of the investment options
selected by the Participant (including the Company stock unit investment
option discussed below), but there is no requirement that any amounts
actually be invested in the investment options. Participants may
redesignate amounts credited to their deferred compensation accounts among
the available investment options on a quarterly basis.
Unless otherwise delegated to a committee comprised of senior
executives of the Company, the Executive Compensation Committee of the
Board of Directors of the Company is the administrator of the Management
Plan and the Board of Directors is the administrator of the Director Plan.
The Plan administrator has the sole discretion to make all determinations
required under the Plans (including the selection, from time to time, of
investment options).
Participants in both the Management Plan and the Director Plan may
elect to have deferral amounts allocated as stock units which mirror the
performance of the Company's Common Stock. Under the Management Plan, but
not the Director Plan, Participants who elect to have deferral amounts
initially deferred as stock units shall receive allocations of stock units
having a fair market value on the allocation date of 125% of the amounts
being deferred. Stock units in excess of those which would have been
allocated based on the fair market value of Company's Common Stock on the
allocation date vest on the last day of the second full year following the
year in which such units are allocated. Upon termination of employment of
any Participant in the Management Plan for any reason other than death or
disability, all unvested stock units shall be immediately forfeited.
Unvested stock units may not be reallocated among other investment options
available under the Management Plan prior to vesting. As with all the
investment options available under the Plans, Participants bear the risk
that the Company's Common Stock will decrease during the period of
deferral.
The obligations of the Company under the Plans (the "Obligations") are
unsecured general obligations of the Company to pay in the future the value
of the deferred compensation accounts as adjusted to reflect the
performance, whether positive or negative, of the selected investment
options during the deferral period, in accordance with the terms of the
Plans. The Obligations rank pari passu with the other unsecured and
unsubordinated indebtedness of the Company from time to time outstanding.
The Company has entered into trust arrangements in respect of the Plans,
but these trust arrangements do not, and are not intended to, change the
status of the Obligations as unsecured general obligations of the Company.
As a general rule, each Participant must elect that distribution of
his or her account balances shall occur upon retirement or other
termination of employment in a lump sum payment or in annual installments.
Participants may also elect to receive a lump sum distribution upon a
Change in Control of the Company or to allow their retirement and
termination elections to remain in effect following a Change in Control. In
addition, upon making each year's deferral election, Participants may elect
to receive the amounts deferred in respect of that year (together with or
less any gains or losses on those amounts) in a lump sum in a year not less
than two full years following the year of deferral. With certain
exceptions, distributions shall occur (or, in the case of annual
installments, commence) by March 1 of the year following the year in which
the event occurs which gives rise to the right to the distribution.
A Participant's interest in his or her deferred compensation accounts,
and thus his or her right to the Obligations, generally cannot be assigned,
transferred, garnished, pledged or encumbered. The Obligations are not
subject to redemption at the election of the Participant (whether in whole
or in part) prior to the distribution dates selected by the Participant
(except (i) as a hardship withdrawal upon the occurrence of an
unforeseeable financial emergency or (ii) upon a complete withdrawal from
the applicable Plan (resulting in the forfeiture of unvested stock units
and of 10% of the remaining balance of the Participant's deferred
compensation accounts, and denial of future participation in the Plan)).
The Company has reserved the right to amend, modify or terminate the
Plans, or suspend any of its provisions, at any time and from time to time,
except that no such amendment, modification or termination shall adversely
affect the right of each Participant to the amounts credited to his or her
deferred compensation accounts on the date of such amendment, modification
or termination. Upon termination of the Plans, the Company shall pay the
Participant's accounts, in its discretion, in a lump sum or in 5, 10 or 15
installments, which shall occur (or, in the case of annual installments,
commence) by March 1 of the year following the year of termination of the
Plans. The Plans provide that the Company's selection of a payment method
upon termination of the Plans shall not be an adverse effect.
Notwithstanding the foregoing two sentences, Participants already receiving
installments at the time of Plan termination would continue to receive
their account balances in accordance with their prior elections.
The Obligations are not convertible into securities of the Company,
except that Obligations denominated as stock units may be converted into
Company Common Stock upon distribution (at the election of a Participant
and with the consent of the Plan administrator). The Obligations will not
have the benefit of a negative pledge or any other affirmative or negative
covenant on the part of the Company. No trustee has been appointed having
the authority to take action with respect to the Obligations, and each
Participant will be responsible for acting independently with respect to,
among other things, the giving of notices, responding to any requests for
consents, waivers, or amendments pertaining to the Obligations, enforcing
covenants and taking action upon a default.
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 Company by Jane E. Owens, Senior
Vice President, General Counsel and Secretary of the Company. Ms. Owens
owns shares and options to purchase shares of Common Stock of the Company
and is a participant in the Management Plan.
Item 6. Indemnification of Directors and Officers
CERTAIN PROVISIONS OF CERTIFICATE OF INCORPORATION AND BYLAWS
The Certificate of Incorporation provides that each person who is or
was or had agreed to become a director or officer of the Company, or each
such person who is or was serving or who had agreed to serve at the request
of the Company as a director or officer of another corporation,
partnership, joint venture, trust or other enterprise (each "Another
Enterprise") (including the heirs, executors, administrators or estate of
such person), will be indemnified by the Company, in accordance with the
Company's Restated Bylaws (the "Bylaws"), to the fullest extent permitted
from time to time by the Delaware General Corporation Law (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 Company to provide broader indemnification
rights than said law permitted the Company to provide prior to such
amendment) or any other applicable laws as presently or hereafter in
effect. The Company may, by action of the Board, provide indemnification to
employees and agents of the Company, and to persons serving as employees or
agents of Another Enterprise, at the request of the Company, with the same
scope and effect as the foregoing indemnification of directors and
officers. The Company shall 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 Company. In addition, pursuant to the
Certificate of Incorporation, the Company has entered into agreements with
certain persons providing for indemnification greater or different than
that provided in the Certificate of Incorporation. See "-- Indemnification
Agreements."
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
Company or is or was serving at the request of the Company as a director or
officer of another corporation or of Another 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 Company 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 Company to provide
broader indemnification rights than said law permitted the Company to
provide prior to such amendment), against all expense, liability and loss
(including attorneys' fees, judgments, fines, Employee Retirement Income
Security Act of 1974, as amended, 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 Company 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 Company 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, (i) if requested by the claimant, by independent legal counsel, or
(ii) if the claimant does not so request, by the Board (a) by a majority
vote of the disinterested directors even though less than a quorum, (b) if
there are no disinterested directors or the disinterested directors so
direct, by independent legal counsel in a written opinion to the Board, or
(c) if the disinterested directors so direct, by the stockholders of the
Company. 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 in Control" (as defined in the Company's 1996 Stock Incentive
Plan), in which case the independent counsel shall be selected by the
claimant unless the claimant requests that such selection be made by the
Board.
Pursuant to the Bylaws, if a claim for indemnification is not paid in
full by the Company within 30 days after a written claim for
indemnification has been received by the Company, the claimant may at any
time thereafter bring suit against the Company 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 Company) that the
claimant has not met the standard of conduct which make it permissible
under the DGCL for the Company to indemnify the claimant for the amount
claimed, but the burden of proving such defense will be on the Company.
Neither the failure of the Company (including, without limitation, 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 standards in the DGCL, nor an actual
determination by the Company (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 in the DGCL. However, the Company will be bound by a
determination pursuant to the procedures set forth in the Bylaws that the
claimant is entitled to indemnification in any judicial proceeding
commenced 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 Company to maintain insurance, at its expense, to
protect itself and any director, officer, employee or agent of the Company
or Another Enterprise against any expense, liability or loss, whether or
not the Company would have the power to indemnify such person against such
expense, liability or loss under the DGCL. The Company has obtained
directors' and officers' liability insurance providing coverage to its
directors and officers. In addition, the Bylaws authorize the Company, to
the extent authorized from time to time by the Board, to grant rights to
indemnification and rights to be paid by the Company for the expenses
incurred in defending any Proceeding in advance of its final disposition,
to any employee or agent of the Company 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 Company.
The Bylaws provide that the right to indemnification conferred therein
is a contract right and includes the right to be paid by the Company for
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 Company 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.
FIDUCIARY DUTIES
The Certificate of Incorporation provides that a director of the
Company will not be personally liable to the Company or its stockholders
for monetary damages for breach of 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) under Section 174 of the DGCL, which concerns unlawful payments of
dividends, stock purchases or redemptions or (iv) 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.
INDEMNIFICATION AGREEMENTS
The Company is party to indemnification agreements with each of its
directors and certain of its officers (each, an "Indemnification
Agreement," and, collectively, the "Indemnification Agreements"). The
Indemnification Agreements, among other things, require the Company to
indemnify the directors and such officers 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 Company must also indemnify and advance all expenses
incurred by directors seeking to enforce their rights under the
Indemnification Agreements, and cover directors and such officers under the
Company's directors' and officers' 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 and 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 provided, 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 Company in which indemnification would be required or permitted by
the 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.
STATE LAW PROVISIONS
The Company is incorporated under the laws of the State of Delaware.
Section 145(a) of the DGCL provides that a Delaware corporation may
indemnify any person who was, is 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 such corporation as a director, officer, employee
or agent of Another Enterprise. The indemnity may include expenses
(including attorney's fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by such person in connection
with such action, suit or proceeding, provided such person acted in good
faith and in a manner such person reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful.
Section 145(b) of the DGCL provides that a Delaware corporation may
indemnify any person who was, is or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation by reason of the fact that such person acted in any of the
capacities set forth above, against expenses (including attorney's fees)
actually and reasonably incurred by such person in connection with the
defense or settlement of such action or suit, provided such person acted in
good faith and in a manner such person reasonably believed to be in or not
opposed to the best interests of the corporation, except that no
indemnification is permitted 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 in which such action or suit
was brought shall determine that despite the adjudication of liability,
such person is fairly and reasonably entitled to be indemnified for such
expenses which the court shall deem proper.
Section 145 of the DGCL further provides that to the extent a director
or officer of a corporation has been successful in the defense of any
action, suit or proceeding referred to in subsections 145(a) and 145(b) or
in the defense of any claim, issue or matter therein, such person shall be
indemnified against expenses actually and reasonably incurred in connection
therewith; that indemnification provided for by Section 145 of the DGCL
shall not be deemed exclusive of any other rights to which the indemnified
party may be entitled; and that the corporation may purchase and maintain
insurance on behalf of a director or officer of the corporation against any
liability asserted against him or incurred by him in any such capacity or
arising out of his status as such whether or not the corporation would have
the power to indemnify him against such liabilities under such Section 145
of the DGCL.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
EXHIBIT NO. DESCRIPTION OF EXHIBIT
- ----------- ----------------------
4.1 -- Restated Certificate of Incorporation of the
Company filed as Exhibit 3(a) to the Form 10.*
4.2 -- Bylaws of the Company filed as Exhibit 3(b) to the
Form 10-K for the year ended January 3, 1998.*
4.3 -- Form of Rights Agreement between the Company and
the Rights Agent named therein filed as Exhibit 4
to the Form 10.*
4.4 -- The Dial Corporation Amended and Restated
Management Deferred Compensation Plan filed as
Exhibit 10(l) to the Form 10-K for the year ended
January 3, 1998.*
4.5 -- The Dial Corporation Amended and Restated
Directors Deferred Compensation Plan filed as
Exhibit 10(k) to the Form 10-K for the year ended
January 3, 1998.*
5 -- Opinion of counsel as to the legality of
obligations and securities offered under the
Plans.
23.1 -- Consent of Deloitte & Touche LLP.
23.2 -- Consent of counsel (included on Exhibit 5 hereto).
24 -- Power of Attorney (included on signature page of
this Registration Statement).
- -------------------------
* Incorporated herein by reference.
Item 9. Undertakings
The Company hereby undertakes:
(a) 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;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of this 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 this Registration Statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information
in this Registration Statement;
provided, however, that paragraphs (i) and (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 Company pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference
in this Registration Statement.
(b) 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.
(c) 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.
(d) That, for the purpose of determining any liability under the
Securities Act, each filing of the Company's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act that is
incorporated by reference in this 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.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Company pursuant to the provisions described in Item 6 of
this Registration Statement, or otherwise, the Company has been advised
that in the opinion of the 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 Company of expenses incurred or
paid by a director, officer or controlling person of the Company 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 Company 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.
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 Scottsdale, State of Arizona, on
June 11, 1998.
THE DIAL CORPORATION
/s/Malcolm Jozoff
--------------------------------------
By: Malcolm Jozoff
Its: President and Chief Executive Officer
POWER OF ATTORNEY
Each person whose individual signature appears below hereby authorizes
Malcolm Jozoff and Susan J. Riley and each of them as attorneys-in-fact,
with full power of substitution and resubstitution, to execute in the name
and on behalf of such person, individually and in each capacity stated
below, and to file, any and all amendments to this Registration Statement,
including any and all post-effective amendments, as fully as such person
could do in person, hereby verifying and confirming all that such
attorneys-in-fact, or their 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 indicated on June 10, 1998.
SIGNATURE TITLE
- ---------------------------- ------------------------
/s/Malcolm Jozoff Chairman of the Board,
- ---------------------------- President and Chief
Malcolm Jozoff Executive Officer
/s/Susan J. Riley Senior Vice President and
- ---------------------------- Chief Financial Officer
Susan J. Riley (principal financial and
accounting officer)
/s/Joy A. Amundson Director
- ----------------------------
Joy A. Amundson
/s/Herbert M. Baum Director
- ----------------------------
Herbert M. Baum
/s/Joe T. Ford Director
- ----------------------------
Joe T. Ford
/s/Thomas L. Gossage Director
- ----------------------------
Thomas L. Gossage
/s/Donald E. Guinn Director
- ----------------------------
Donald E. Guinn
/s/Michael T. Riordan Director
- ----------------------------
Michael T. Riordan
/s/Barbara S. Thomas Director
- ----------------------------
Barbara S. Thomas
/s/Salvador Villar Director
- ----------------------------
Salvador Villar
Constituting a majority of the Board of Directors.
INDEX TO EXHIBITS
Exhibit Number Description
- -------------- -----------
4.1 Restated Certificate of Incorporation of the
Company filed as Exhibit 3(a) to the Form 10.*
4.2 Bylaws of the Company filed as Exhibit 3(b) to the
Form 10-K for the year ended January 3, 1998.*
4.3 Form of Rights Agreement between the Company and
the Rights Agent named therein filed as Exhibit 4
to the Form 10.*
4.4 The Dial Corporation Amended and Restated
Management Deferred Compensation Plan filed as
Exhibit 10(l) to the Form 10-K for the year ended
January 3, 1998.*
4.5 The Dial Corporation Amended and Restated
Directors Deferred Compensation Plan filed as
Exhibit 10(k) to the Form 10-K for the year ended
January 3, 1998.*
5 Opinion of counsel as to the legality of
obligations and securities offered under the
Plans.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of counsel (included on Exhibit 5 hereto).
24 Power of Attorney (included on signature page of
this Registration Statement).
- ----------------------------
* Incorporated herein by reference.
EXHIBIT 5
[LETTERHEAD OF THE DIAL CORPORATION]
June 11, 1998
The Dial Corporation
15501 North Dial Boulevard
Scottsdale, Arizona 85260-1619
RE: Registration Statement on Form S-8 for The Dial Corporation
Amended and Restated Management and Directors Deferred
Compensation Plans
Ladies and Gentlemen:
This opinion is delivered in connection with the registration by The
Dial Corporation, a Delaware corporation (the "Company"), on Form S-8 (the
"Registration Statement"), under the Securities Act of 1933 (the "Act"), as
amended, of (i) $17,000,000 of unsecured obligations (the "Deferred
Compensation Obligations") of the Company to pay deferred compensation in
the future in accordance with the terms and conditions of the Company's
Amended and Restated Management Deferred Compensation Plan and Amended and
Restated Directors Deferred Compensation Plan (the "Plans"); and (ii)
150,000 shares of common stock of the Company, par value $.01 per share
(the "Common Stock"), together with the associated preferred stock purchase
rights (the "Rights"), issuable pursuant to the Plans.
In arriving at this opinion, I have examined such corporate
instruments, documents, statements and records of the Company, and I have
examined such statutes and regulations and have conducted such legal
analysis, as I have deemed relevant, necessary and 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 on the foregoing, I am of the opinion that:
1. the Deferred Compensation Obligations have been duly authorized
and, when the Registration Statement and any amendments thereto filed
with the Securities and Exchange Commission have become effective, and
contributions are credited to the accounts of participants in
accordance with the terms and conditions of the Plans, the Deferred
Compensation Obligations will be valid and binding obligations of the
Company, enforceable in accordance with their terms and the terms and
conditions of the Plans, except as enforcement thereof may be limited
by bankruptcy, insolvency or other laws or general applicability
relating to or affecting enforcement of creditors' rights or by
general equity principles; and
2. the 150,000 shares of Common Stock to be issued pursuant to the
Registration Statement, together with the associated Rights, have been
duly authorized and, when issued and delivered by the Company in
accordance with the terms and conditions of the Plans, will be validly
issued, fully paid and nonassessable securities of the Company.
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.
The opinion expressed herein is solely for your benefit in connection
with the Registration Statement and may not be relied on in any manner or
for any purpose by any other person or entity and may not be quoted in
whole or in part without my prior written consent.
Very truly yours,
/s/ Jane E. Owens
--------------------------------
Jane E. Owens
Senior Vice President, Secretary
and 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 January 22, 1998,
appearing in the Annual Report on Form 10-K of The Dial Corporation for the
year ended January 3, 1998.
/s/ Deloitte & Touche LLP
Phoenix Arizona
June 11, 1998
