As filed with the Securities and Exchange Commission on March 31, 1998
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
------------------------
CARRIAGE SERVICES, INC.
(Exact name of registrant as specified in its charter)
Delaware 76-0423828
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.
1300 Post Oak Blvd., Suite 1500
Houston, Texas 77056
(Address of principal executive offices, including zip code)
1996 DIRECTORS' STOCK OPTION PLAN
1995 STOCK INCENTIVE PLAN
1996 STOCK OPTION PLAN
(Full title of the plan)
Melvin C. Payne
Chief Executive Officer
1300 Post Oak Blvd., Suite 1500
Houston, Texas 77056
(Name and address of agent for service)
(281) 556-7400
(Telephone number, including area code, of agent for service)
Copy to:
John T. Unger
Snell & Smith, P.C.
1000 Louisiana, Suite 1200
Houston, Texas 77002
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Proposed maximum
securities to be Amount to be aggregate Amount of
registered registered offering price (1) registration fee
- -----------------------------------------------------------------------------------------
<S> <C> <C> <C>
Class A Common Stock, $.01 750,000 shares $16,075,125 $4,742.16
par value
- -----------------------------------------------------------------------------------------
</TABLE>
(1) Calculated pursuant to Rule 457(h) under the Securities Act of 1933.
This registration statement is filed to register additional securities of
the same class as other securities for which a registration statement filed on
this form relating to the Registrant's 1996 Nonemployee Directors' Stock Option
Plan, 1995 Stock Incentive Plan, and 1996 Stock Incentive Plan is effective. The
contents of the Registration Statement on Form S-8 (File No. 333-11435) are
incorporated herein by reference.
Page 1
<PAGE>
Item 8. Exhibits.
Unless otherwise indicated below as being incorporated by reference to
another filing of the Company with the Commission, each of the following
exhibits is filed herewith:
3.1 Amended and Restated Certificate of Incorporation of the Company
(filed with the Commission as Exhibit 3.1 to the Company's Annual
Report on Form 10-K for the Year Ended December 31, 1996, and
incorporated herein by reference).
3.2 Restated Bylaws of the Company (filed with the Commission as Exhibit
3.2 to the Company's Registration Statement on Form S-1
(Registration No.333-5545) and incorporated herein by reference).
5.1 Opinion of Snell & Smith, A Professional Corporation.
10.1 Amendment No. 1 to 1995 Stock Incentive Plan.
10.2 Amendment No. 1 to 1996 Stock Option Plan.
23.1 Consent of Arthur Andersen L.L.P.
23.2 Consent of Snell & Smith, A Professional corporation (included in
Exhibit 5.1).
24.1 Powers of Attorney (included on the signature page to this
Registration Statement).
2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, State of Texas, on the 31 day of March,
1998.
CARRIAGE SERVICES, INC.
By /s/ MELVIN C. PAYNE
Melvin C. Payne
Chairman of the Board and
Chief Executive Officer
3
<PAGE>
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Melvin C. Payne, Mark W. Duffey, and Thomas C.
Livengood or any one of them, his true and lawful attorney-in-fact and agent,
with full power of substitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and ratifying and confirming all that said attorney-in-fact and agent
or his substitute or substitutes may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the 31 day of March, 1998.
SIGNATURE TITLE
/s/ MELVIN C. PAYNE Chairman of the Board, Chief Executive
Melvin C. Payne Officer and Director (Principal Executive
Officer)
/s/ MARK W. DUFFEY President and Director
Mark W. Duffey
/s/ THOMAS C. LIVENGOOD Executive Vice President, Chief Financial
Thomas C. Livengood Officer and Secretary (Principal Financial
and Accounting Officer)
/s/ C. BYRON SNYDER Director
C. Byron Snyder
/s/ BARRY K. FINGERHUT Director
Barry K. Fingerhut
/s/ RONALD A. ERICKSON Director
Ronald A. Erickson
/s/ ROBERT D. LARRABEE Director
Robert D. Larrabee
/s/ STUART W. STEDMAN Director
Stuart W. Stedman
/s/ MARK F. WILSON Director
Mark F. Wilson
/s/ GREG M. BRUDNICKI Director
Greg M. Brudnicki
4
<PAGE>
EXHIBIT INDEX
Exhibit Page
3.1 Amended and Restated Certificate of Incorporation of the
Company (filed with the Commission as Exhibit 3.1 to the
Company's Annual Report on Form 10-K for the year ended
December 31, 1996, and incorporated herein by reference).
3.2 Restated Bylaws of the Company (filed with the
Commission as Exhibit 3.2 to the Company's
Registration Statement on Form S-1 (registration
No. 333-5545) and incorporated herein by
reference).
5.1 Opinion of Snell & Smith, A Professional Corporation. 6
10.1 Amendment No, 1 to 1995 Stock Incentive Plan. 7
10.2 Amendment No. 1 to 1996 Stock Option Plan. 9
23.1 Consent of Arthur Andersen L.L.P. 10
23.2 Consent of Snell & Smith, A Professional Corporation
(included in Exhibit 5.1).
24.1 Powers of Attorney (included on the signature page to this
Registration Statement).
5
EXHIBIT 5.1
[SNELL & SMITH LETTERHEAD]
March 31, 1998
Carriage Services, Inc.
1300 Post Oak Blvd., Suite 1500
Houston, Texas 77056
Ladies and Gentlemen:
We have acted as counsel for Carriage Services, Inc., a Delaware
corporation (the "Company"), with respect to certain legal matters in connection
with the registration by the Company under the Securities Act of 1933, as
amended (the "Securities Act"), of the offer and sale of up to 750,000 shares of
Class A Common Stock, par value $.01 per share (the "Shares"), for issuance
under the Company's 1996 Directors' Stock Option Plan, 1995 Stock Incentive
Plan, and 1996 Stock Incentive Plan.
In connection with the foregoing, we have examined or are familiar with
the Amended and Restated Certificate of Incorporation of the Company, the
Amended and Restated Bylaws of the Company, the 1996 Directors' Stock Option
Plan, 1995 Stock Incentive Plan, and 1996 Stock Incentive Plan, the corporate
proceedings with respect to the registration of the Shares, and the Registration
Statement on Form S-8 filed in connection with the registration of the Shares
(the "Registration Statement"), and such other certificates, instruments, and
documents as we have considered necessary or appropriate for purposes of this
opinion.
Based upon the foregoing, we are of the opinion that the Shares have been
duly authorized and when issued by the Company pursuant to the 1996 Directors'
Stock Option Plan, 1995 Stock Incentive Plan, and 1996 Stock Incentive Plan will
be validly issued, fully paid, and non-assessable.
The foregoing opinion is limited to the laws of the United States of
America and the State of Texas and to the General Corporation Law of the State
of Delaware. For purposes of this opinion, we assume that the Shares will be
issued in compliance with all applicable state securities or Blue Sky laws.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not admit that we are
within the category of persons whose consent is required under Section 7 of the
Securities Act and the rules and regulations thereunder.
Very truly yours,
\s\SNELL & SMITH, P.C.
Snell & Smith, A Professional Corporation
6
EXHIBIT 10.1
CARRIAGE SERVICES, INC.
AMENDMENT NO. 1 TO 1995 STOCK INCENTIVE PLAN
THIS AMENDMENT NO. 1 (this "Amendment") to the Amended and Restated
1995 Stock Incentive Plan (the "Plan"), of CARRIAGE SERVICES, INC., a Delaware
corporation (the "Company"), adopted effective February 4, 1998;
WHEREAS, the Company originally adopted the 1995 Stock Incentive
Plan effective July 1, 1995, amended the Plan effective as of July 18, 1996, and
then amended and restated the Plan effective as of January 7, 1997; and
WHEREAS, the Board of Directors of the Company has proposed that the
Plan be further amended as hereafter described;
NOW, THEREFORE, the Plan shall be amended as follows:
1. DEFINED TERMS. Capitalized terms used but not defined herein
shall have the meanings given such terms in the Plan.
2. NUMBER OF AUTHORIZED SHARES. The third sentence of Section 1.5(a)
of the Plan is hereby amended in its entirety so that, as amended, the third
sentence of said Section 1.5(a) shall read as follows:
"The maximum number of shares of Common Stock that may be
issued under this Plan shall be 950,000."
3. ELIGIBILITY FOR PARTICIPATION. The first sentence of Section 1.3
of the Plan is hereby amended in its entirety so that, as amended, the first
sentence of said Section 1.3 shall read as follows:
"Participants in the Plan ('Participants') shall be selected
by the Committee from the directors, executive officers and other
employees of Carriage who are responsible to or contribute to the
management, growth, success and profitability of Carriage, and from
persons (not otherwise specified above) who are former owners of
funeral homes or cemeteries that have been acquired by Carriage, and
consultants who have rendered, or from and after the date of grant
may render, personal services to Carriage."
4. TERM AND EXERCISE OF STOCK OPTIONS. Section 2.4 of the Plan is
hereby amended in its entirety so that, as amended, said Section 2.4 shall read
as follows:
7
<PAGE>
"2.4 TERM AND EXERCISE. Unless a shorter period is provided by
the Committee or another Section of this Plan, each Stock Option may
be exercised during a period of ten years from the date of grant
thereof (the 'Option Term'). No Stock Option shall be exercisable
after expiration of its Option Term."
5. TERM AND EXERCISE OF INCENTIVE STOCK OPTIONS. Section 3.4 of the
Plan is hereby amended in its entirety so that, as amended, said Section 3.4
shall read as follows:
"3.4 TERM AND EXERCISE. Unless a shorter period is provided by
the Committee or another Section of this Plan, each Incentive Stock
Option may be exercised during a period of ten years from the date
of grant thereof (the 'Option Term'). No Incentive Stock Option
shall be exercisable after expiration of its Option Term."
6. EFFECTIVENESS OF AMENDMENTS. The amendments to the Plan evidenced
by this Amendment shall be effective as of February 4, 1998, provided that such
amendments are approved by the stockholders of the Company on or before December
31, 1998.
7. RATIFICATION. As amended hereby, the Plan in hereby ratified and
confirmed.
8
EXHIBIT 10.2
CARRIAGE SERVICES, INC.
AMENDMENT NO. 1 TO 1996 STOCK OPTION PLAN
THIS AMENDMENT NO. 1 (this "Amendment") to the Amended and Restated
1996 Stock Option Plan (the "Plan"), of CARRIAGE SERVICES, INC., a Delaware
corporation (the "Company"), adopted effective February 4, 1998;
WHEREAS, the Company originally adopted the 1996 Stock Option Plan
effective August 13, 1996, and then amended and restated the Plan effective as
of January 7, 1997; and
WHEREAS, the Board of Directors of the Company has proposed that the
Plan be further amended as hereafter described;
NOW, THEREFORE, the Plan shall be amended as follows:
1. DEFINED TERMS. Capitalized terms used but not defined herein
shall have the meanings given such terms in the Plan.
2. NUMBER OF AUTHORIZED SHARES. The first sentence of Article V of
the Plan is hereby amended in its entirety so that, as amended, the first
sentence of said Article V shall read as follows:
"The aggregate number of shares which may be issued under
Options granted under the Plan shall not exceed 800,000 shares of
Stock."
3. EFFECTIVENESS OF AMENDMENT. The amendment to the Plan evidenced
by this Amendment shall be effective as of February 4, 1998, provided that such
amendment is approved by the stockholders of the Company on or before December
31, 1998.
6. RATIFICATION. As amended hereby, the Plan in hereby ratified and
confirmed.
9
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement of our report dated February 10,
1998, included in Carriage Services, Inc.'s Form 10-K for the year ended
December 31, 1997, and to all references to our Firm included in this
registration statement.
/s/ ARTHUR ANDERSEN LLP
Arthur Andersen LLP
Houston, Texas
March 30, 1998
10
