As filed with the Securities and Exchange Commission on August 26, 1999
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 PROPOSED MAXIMUM
SECURITIES TO BE AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
REGISTERED REGISTERED PER UNIT OFFERING PRICE(1) REGISTRATION FEE
=================================================================================================
<S> <C> <C> <C> <C>
Class A Common Stock, 1,150,000 shares $10.59 $12,178,500 $3,385.62
$.01 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 Directors' Stock Option Plan, 1995
Stock Incentive Plan, and 1996 Stock Incentive Plan is effective. The contents
of the Registration Statements on Form S-8 (File No. 333-11435) and Form S-8
(File No. 333-49041) are incorporated herein by reference.
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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
(Incorporated by reference to Exhibit 3.1 to the Company's Annual
Report on Form 10-K for the Year Ended December 31, 1996).
3.2 Certificate of Amendment dated May 9, 1997 (Incorporated by reference
to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for
the quarter ended September 30, 1997).
3.3 Certificate of Decrease, reducing the authorized Series D Preferred
Stock (Incorporated by reference to Exhibit 10.3 to the Company's
Quarterly Report on Form 10-Q for the quarter ended September 30,
1997).
3.4 Certificate of Decrease, reducing the authorized Series F Preferred
Stock (Incorporated by reference to Exhibit 10.4 to the Company's
Quarterly Report on Form 10-Q for the quarter ended September 30,
1997).
3.5 Certificate of Elimination of Series F Preferred Stock (Incorporated
by reference to Exhibit 10.2 to the Company's Quarterly Report on
Form 10-Q for the quarter ended June 30, 1999).
3.6 Restated Bylaws of the Company (Incorporated by reference to Exhibit
3.2 to the Company's Registration Statement on Form S-1 (Registration
No.333-05545).
5.1 Opinion of Snell & Smith, A Professional Corporation.
10.1 Amendment No. 2 to 1995 Stock Incentive Plan.
10.2 Amendment No. 2 to 1996 Stock Option Plan.
10.3 Amendment No. 1 to 1996 Directors' Stock Option Plan.
10.4 Amendment No. 2 to 1996 Directors' Stock Option Plan.
23.1 Consent of Arthur Andersen LLP
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).
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<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 25th day of August,
1999.
CARRIAGE SERVICES, INC.
By /s/ MELVIN C. PAYNE
Melvin C. Payne
Chairman of the Board and
Chief Executive Officer
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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 25th day of August, 1999.
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
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<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 Certificate of Amendment dated May 9, 1997 (Incorporated
by reference to Exhibit 10.2 to the Company's Quarterly
Report on Form 10-Q for the quarter ended September 30, 1997).
3.3 Certificate of Decrease, reducing the authorized Series D
Preferred Stock (Incorporated by reference to Exhibit 10.3
to the Company's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1997).
3.4 Certificate of Decrease, reducing the authorized Series F
Preferred Stock (Incorporated by reference to Exhibit 10.4
to the Company's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1997).
3.5 Certificate of Elimination of Series F Preferred Stock
(Incorporated by reference to Exhibit 10.2 to the Company's
Quarterly Report on Form 10-Q for the quarter ended June 30, 1999).
3.6 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. 333-05545) and incorporated herein by
reference).
5.1 Opinion of Snell & Smith, A Professional Corporation. 6
10.1 Amendment No 2 to 1995 Stock Incentive Plan. 7
10.2 Amendment No 2 to 1996 Stock Option Plan. 8
10.3 Amendment No. 1 to 1996 Directors' Stock Option Plan 9
10.4 Amendment No. 2 to 1996 Directors' Stock Option Plan 11
23.1 Consent of Arthur Andersen LLP 12
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).
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EXHIBIT 5.1
[SNELL & SMITH LETTERHEAD]
August 11, 1999
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 1,150,000 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.
Certain shareholders in this firm own an aggregate 4,000 shares of Class A
Common Stock of the Company and hold options to purchase 10,000 shares of Class
A Common Stock.
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. 2 TO 1995 STOCK INCENTIVE PLAN
THIS AMENDMENT NO. 2 (this "Amendment") to the Amended and Restated 1995
Stock Incentive Plan (the "Plan"), of CARRIAGE SERVICES, INC., a Delaware
corporation (the "Company"), adopted effective March 25, 1999;
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 further
amended the Plan effective February 4, 1998; 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 1,450,000."
3. EFFECTIVENESS OF AMENDMENTS. The amendments to the Plan evidenced by
this Amendment shall be effective as of March 25, 1999, provided that such
amendments are approved by the stockholders of the Company on or before December
31, 1999.
4. RATIFICATION. As amended hereby, the Plan in hereby ratified and
confirmed.
7
EXHIBIT 10.2
CARRIAGE SERVICES, INC.
AMENDMENT NO. 2 TO 1996 STOCK OPTION PLAN
THIS AMENDMENT NO. 2 (this "Amendment") to the Amended and Restated 1996
Stock Option Plan (the "Plan"), of CARRIAGE SERVICES, INC., a Delaware
corporation (the "Company"), adopted effective January 27, 1999;
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 amended the Plan effective February 4, 1998; 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 1,300,000 shares of Stock."
3. EFFECTIVENESS OF AMENDMENT. The amendment to the Plan evidenced by this
Amendment shall be effective as of January 27, 1999, provided that such
amendment is approved by the stockholders of the Company on or before December
31, 1999.
4. RATIFICATION. As amended hereby, the Plan in hereby ratified and
confirmed.
8
EXHIBIT 10.3
CARRIAGE SERVICES, INC.
AMENDMENT NO. 1 TO 1996 DIRECTORS' STOCK OPTION PLAN
THIS AMENDMENT NO. 1 (this "Amendment") to the Amended and Restated 1996
Directors' Stock Option Plan (the "Plan"), of CARRIAGE SERVICES, INC., a
Delaware corporation (the "Company"), adopted effective October 29, 1998;
WHEREAS, the Company originally adopted the Plan (then known as the 1996
Nonemployee Directors' Stock Option Plan) effective 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. ELIGIBILITY; AWARDS. There shall be added to Paragraph III of the Plan
a new subparagraph E, which subparagraph E shall read as follows:
"E. Each person who is an Eligible Director on October 29, 1998 and who on
such date is not a full-time employee of either the Company or any subsidiary of
the Company ("Nonemployee Director"), shall, in addition to the other Options
described in this Paragraph III, receive as of such date, but without the
exercise of discretion of any person or persons, an Option exercisable for
18,000 shares of Stock (subject to adjustment in the same manner as provided in
Paragraph VII hereof with respect to shares of Stock subject to Options then
outstanding), subject to the vesting requirements hereafter described. The
purchase price of Stock under each Option issued under this subparagraph E shall
be the same as specified in Paragraph V hereof. Each Option granted under this
subparagraph E shall vest as to the number of shares of Stock shown below,
subject to the requirement that each Nonemployee Director receiving such Option
be and remain an Eligible Director on and as of each of the dates of the
Company's annual meeting of stockholders in the years shown opposite such number
of shares:
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ANNUAL STOCKHOLDERS
MEETING IN THE YEAR NO. OF SHARES OF STOCK
-------------------- ----------------------
1999 6,000
2000 6,000
2001 6,000
A Nonemployee Director receiving Options under this subparagraph E
shall not be eligible to receive Options under subparagraph C of this
Paragraph III on any of the annual stockholders meeting dates set forth
above. All of the other provisions of the Plan applicable to Options
granted hereunder shall apply equally to Options granted pursuant to this
subparagraph E."
3. NUMBER OF AUTHORIZED SHARES. The first sentence of Article IV of
the Plan is hereby amended in its entirety so that, as amended, the first
sentence of said Article IV shall read as follows:
"The aggregate number of shares which may be issued under Options
granted under the Plan shall not exceed 350,000 shares of Stock."
4. EFFECTIVENESS OF AMENDMENT. The amendment to the Plan evidenced
by this Amendment shall be effective as of October 29, 1998, provided that such
amendment is approved by the stockholders of the Company on or before September
30, 1999.
5. RATIFICATION. As amended hereby, the Plan in hereby ratified and
confirmed.
10
EXHIBIT 10.4
CARRIAGE SERVICES, INC.
AMENDMENT NO. 2 TO 1996 DIRECTORS' STOCK OPTION PLAN
THIS AMENDMENT NO. 2 (this "Amendment") to the Amended and Restated 1996
Directors' Stock Option Plan (as heretofore amended, the "Plan"), of CARRIAGE
SERVICES, INC., a Delaware corporation (the "Company"), adopted effective
February 28, 1999;
WHEREAS, the Company originally adopted the Plan (then known as the 1996
Nonemployee Directors' Stock Option Plan) effective July 18, 1996, and then
amended and restated the Plan effective as of January 7, 1997, and the Company
thereafter amended the Plan on October 29, 1998; 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. ELIGIBILITY. The first sentence of Paragraph IIIA of the Plan is hereby
amended in its entirety so that, as amended, the first sentence of said
Paragraph IIIA shall read as follows:
"Options may be granted only to individuals who are Eligible Directors
of the Company."
3. EFFECTIVENESS OF AMENDMENT. The amendment to the Plan evidenced by this
Amendment shall be effective as of February 28, 1999, provided that such
amendment is approved by the stockholders of the Company on or before September
30, 1999.
4. RATIFICATION. As amended hereby, the Plan in hereby ratified and
confirmed.
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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 1,
1999, included in Carriage Services, Inc.'s Form 10-K for the year ended
December 31, 1998, and all references to our Firm included in this registration
statement.
/s/ ARTHUR ANDERSEN LLP
Arthur Andersen LLP
Houston, Texas
August 25, 1999
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