<PAGE> 1
As filed with the Securities and Exchange Commission on September 11, 1996
Registration No. 333-______
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
SERVICE EXPERTS, INC.
(Exact name of registrant as specified in its charter)
Delaware 62-1639453
(State or other juris- (I.R.S. Employer
diction of incorporation Identification No.)
or organization)
1134 Murfreesboro Road
Nashville, Tennessee 37217
(Address of Principal Executive Offices)
(Zip Code)
--------------------------
SERVICE EXPERTS, INC.
1996 INCENTIVE STOCK PLAN
1996 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN AND
1996 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
<TABLE>
<S> <C>
Alan R. Sielbeck Copies to:
Service Experts, Inc. J. Chase Cole, Esq.
1134 Murfreesboro Road Waller Lansden Dortch & Davis,
Nashville, Tennessee 37217 A Professional Limited Liability Company
(Name and address of agent for service) 2100 Nashville City Center
(615) 391-4600 511 Union Street
(Telephone number, including area code, Nashville, Tennessee 37219
of agent for service)
</TABLE>
<TABLE>
<CAPTION>
=====================================================================================================================
Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Aggregate Offering Amount of
to be Registered Registered Per Share Price Registration Fee
=====================================================================================================================
<S> <C> <C> <C> <C>
Common Stock, $.01 40,000 shares $13.00 $520,000 $179.31
par value (1)
=====================================================================================================================
Common Stock, $.01 15,000 shares $13.00 $195,000 $ 67.24
par value (2)
=====================================================================================================================
Common Stock, $.01 845,000 shares $15.88 (4) $13,414,375 $4,625.65
par value (3)
=====================================================================================================================
Total 900,000 shares -- $14,129,375 $4,872.20
=====================================================================================================================
</TABLE>
(1) Represents 40,000 shares reserved for issuance at $13.00 per share under
the 1996 Incentive Stock Plan.
(2) Represents 15,000 shares reserved for issuance at $13.00 per share under
the 1996 Non-Employee Director Stock Option Plan.
(3) Represents 660,000, 85,000 and 100,000 shares reserved for issuance
pursuant to future grants of stock options under the 1996 Incentive Stock
Plan, the 1996 Non-Employee Director Stock Option Plan and the 1996
Employee Stock Purchase Plan, respectively.
(4) Estimated solely for purposes of determining the amount of the
registration fee, in accordance with Rules 457(h)(1) and (c) under the
Securities Act of 1933, as amended, and based upon the average of the bid
and asked price on September 10, 1996.
<PAGE> 2
EXPLANATORY NOTE
The Reoffer Prospectus which is filed as a part of this
Registration Statement has been prepared in accordance with the requirements of
Part I of Form S-3 and may be used by certain selling shareholders of shares of
Common Stock, par value $.01 per share (the "Common Stock"), of Service
Experts, Inc., a Delaware corporation (the "Company"), who may be deemed to be
"affiliates" (as such term is defined in Rule 405 promulgated under the
Securities Act of 1933, as amended (the "Securities Act")), or that hold shares
of Common Stock issued under certain employee benefit plans of the Company
which shares constitute "restricted securities" as defined in Rule 144(a)(3)
under the Securities Act, pursuant to the exercise of options under the
Company's 1996 Incentive Stock Plan, 1996 Non-Employee Director Stock Option
Plan and the 1996 Employee Stock Purchase Plan.
<PAGE> 3
Reoffer Prospectus
55,000 SHARES
SERVICE EXPERTS, INC.
COMMON STOCK
This Reoffer Prospectus (the "Prospectus") is being used in
connection with the offering by certain selling shareholders (the "Selling
Shareholders") of shares of Common Stock, par value $.01 per share (the "Common
Stock"), of Service Experts, Inc., a Delaware corporation (the "Company") who
may be deemed to be "affiliates" of the Company (as such term is defined in
Rule 405 promulgated under the Securities Act of 1933, as amended (the
"Securities Act")), or that hold shares of Common Stock issued under certain
employee benefit plans of the Company which shares constitute "restricted
securities" as defined in Rule 144(a)(3) promulgated under the Securities Act,
which may be acquired by them and are available to be resold by them pursuant
to the Company's 1996 Incentive Stock Plan (the "Incentive Plan"), 1996
Non-Employee Director Stock Option Plan (the "Director Plan") and the 1996
Employee Stock Purchase Plan (the "Purchase Plan").
The shares may be offered by the Selling Shareholders from
time to time in transactions through the Nasdaq National Market, in negotiated
transactions, through the writing of options on the shares, or a combination of
such methods of sale, at prices related to prevailing market prices, or at
negotiated prices. The Selling Shareholders may effect such transactions by
selling the shares to or through broker-dealers, and such broker-dealers may
receive compensation in the form of discounts, concessions or commissions from
the Selling Shareholders and/or the purchasers of the shares for whom such
broker-dealers may act as agent or to whom they sell as principal, or both
(which compensation as to a particular broker-dealer might be in excess of
customary commissions).
None of the proceeds from the sale of the shares by any of the
Selling Shareholders will be received by the Company. The Company has agreed
to bear all expenses (other than underwriting discounts and selling
commissions, and fees and expenses of counsel and other advisors to the Selling
Shareholders) in connection with the registration of the shares being offered
by such Selling Shareholders.
_________________________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
_________________________________
September 11, 1996
2
<PAGE> 4
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
<S> <C>
Available Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Incorporation of Certain Documents by Reference . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Service Experts, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Selling Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
</TABLE>
3
<PAGE> 5
AVAILABLE INFORMATION
The Company is subject to the informational requirements of
the Securities Exchange Act of 1934 (the "Exchange Act") and, in accordance
therewith, files reports and other information with the Securities and Exchange
Commission (the "Commission"). The Company has furnished and intends to furnish
reports to its shareholders, which will include financial statements audited by
its independent certified public accounts, and such other reports as it may
determine to furnish or as required by law, including Sections 13(a) and 15(d)
of the Exchange Act. Proxy statements, reports and other information
concerning the Company can be inspected and copied at the Commission's office
at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549, and at its
regional offices located in the Northwestern Atrium Center, Suite 1400, 500
West Madison Street, Chicago, Illinois 60661; and 7 World Trade Center, Suite
1300, New York, New York 10048. Copies of such material can be obtained from
the Public Reference Section of the Commission, 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates. The Commission maintains an
Internet Web site that contains reports, proxy and information statements and
other information regarding registrants that file electronically, and the
address of such site is http://www.sec.gov. The Company's Common Stock is
listed on the Nasdaq National Market. Proxy statements, reports and other
information concerning the Company can be inspected and copied at the offices
of the Nasdaq Stock Market located at 1735 K Street, N.W., Washington, D.C.
20006.
The Company has filed a registration statement (the
"Registration Statement") on Form S-8 with respect to the Common Stock offered
hereby with the Commission under the Securities Act. This Prospectus, which
constitutes a part of the Registration Statement, does not contain all of the
information set forth in the Registration Statement, certain items of which are
contained in schedules and exhibits to the Registration Statement as permitted
by the rules and regulations of the Commission. Statements contained in this
Prospectus as to the contents of any agreement, instrument or other document
referred to are not necessarily complete. With respect to each such agreement,
instrument or other document filed as an exhibit to the Registration Statement,
reference is made to the exhibit for a more complete description of the matter
involved, and each such statement shall be deemed qualified in its entirety by
such reference.
NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO
GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED
IN THIS PROSPECTUS IN CONNECTION WITH THE OFFERINGS HEREIN CONTAINED AND, IF
GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS
HAVING BEEN AUTHORIZED BY THE COMPANY OR THE SELLING SHAREHOLDERS. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF ANY OFFER
TO BUY, THE SECURITIES OFFERED HEREBY IN ANY JURISDICTION TO ANY PERSON TO WHOM
IT IS UNLAWFUL TO MAKE AN OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE
AN IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY
SINCE THE DATE HEREOF OR THAT ANY INFORMATION CONTAINED HEREIN IS CORRECT AS OF
ANY TIME SUBSEQUENT TO ITS DATE.
4
<PAGE> 6
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Securities and Exchange
Commission by the Registrant are incorporated herein by reference as of the
dates thereof:
(a) The description of the Common Stock contained in the
Registration Statement on Form 8-A, filed pursuant to
Section 12 of the Exchange Act on August 8, 1996; and
(b) The Company's Registration Statement on Form S-1, as
amended (Registration No. 333-07037).
All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
Prospectus and prior to the termination of the offering of the Common Stock
shall be deemed to be incorporated by reference in this Prospectus and to be a
part hereof from the date of filing of such documents. Any statement contained
in this Prospectus or in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for purposes
of this Prospectus to the extent that a statement contained herein or in any
subsequently filed document that also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each person to whom
a copy of this Prospectus is delivered, upon the written or oral request of
such person, a copy of any or all of the documents referred to above which have
been or may be incorporated by reference herein (other than exhibits to such
documents unless such exhibits are specifically incorporated by reference in
such documents). Requests for such copies should be directed to Anthony M.
Schofield, Service Experts, Inc., 1134 Murfreesboro Road, Nashville, Tennessee
37217 (telephone number 615-391-4600).
5
<PAGE> 7
SERVICE EXPERTS, INC.
The Company is one of the leading providers of residential
heating, ventilating and air conditioning ("HVAC") services and replacement
equipment in the United States. Through its 12 service centers in nine states,
the Company installs, services and maintains central air conditioners, furnaces
and heat pumps, primarily in existing homes. Contractor Success Group, Inc., a
wholly-owned subsidiary of the Company, offers HVAC companies proprietary
products as well as marketing, management, educational and advisory services
not available from industry trade associations. Management estimates that in
1995 over 80% of the Company's pro forma net revenue was derived from
replacing, maintaining and servicing HVAC equipment at existing residences and
commercial businesses and less than 20% was derived from installing new
equipment at newly constructed homes and businesses. The Company focuses on
the service and replacement segment of the HVAC industry rather than the new
construction segment because management believes that the service and
replacement segment exposes the Company to less credit risk and offers higher
margins as a result of opportunities for more attractive pricing because of
customers' demands for immediate, convenient and reliable services.
The executive offices of the Company are located at 1134
Murfreesboro Road, Nashville, Tennessee 37217, and its telephone number is
615-391-4600.
The shares of Common Stock offered hereby will be purchased by
the Selling Shareholders upon exercise of options granted to them and will be
sold for the account of the Selling Shareholders.
Prospective purchasers shall carefully consider the risks of
investing in the Common Stock. Prospective purchasers of the Common Stock are
referred to the Company's Registration Statement on Form S-1, as amended
(Registration No. 333-07037) and incorporated by reference into this Reoffer
Prospectus, which contains a description of some of the risks of investing in
the Common Stock.
USE OF PROCEEDS
All of the shares of Common Stock are being offered by the
Selling Shareholders. The Company will not receive any proceeds from the sale
of shares of Common Stock by any of the Selling Shareholders.
6
<PAGE> 8
SELLING SHAREHOLDERS
The following table shows (i) the name of each of the Selling
Shareholders; (ii) the number of shares of Common Stock owned by each Selling
Shareholder as of August 31, 1996; (iii) the number of such shares of Common
Stock covered by this Prospectus; and (iv) the amount and the percentage of the
Common Stock to be owned by each Selling Shareholder after completion of this
offering, assuming the sale of all shares of Common Stock covered by this
Prospectus:
<TABLE>
<CAPTION>
Shares Owned Shares Percentage
Potential as of Shares Owned of
Selling Shareholder Aug. 31, 1996 (1) Offered After Offering Class (2)
------------------- ------------------ ------- -------------- ---------
<S> <C> <C> <C> <C>
Anthony M. Schofield 42,000 40,000 2,000 *
Raymond J. DeRiggi 5,000 5,000 0 *
William G. Roth 5,000 5,000 0 *
Timothy G. Wallace 5,000 5,000 0 *
</TABLE>
- ---------------
* Indicates less than 1% ownership.
(1) Includes shares of Common Stock underlying options granted to such
Selling Shareholders under the Incentive Plan and the Director Plan,
whether or not exercisable as of or within 60 days of August 31, 1996.
(2) Computation based upon 8,576,610 shares outstanding on August
31, 1996.
The preceding table reflects all Selling Shareholders who are
eligible to reoffer and resell Common Stock, whether or not they have a present
intent to do so. There can be no assurance that any of the Selling Shareholders
will sell any or all of the Common Stock offered by them hereunder. This
Prospectus may be amended or supplemented from time to time to add or delete
Selling Shareholders or to change the number of shares of Common Stock offered
by any Selling Shareholder.
7
<PAGE> 9
PLAN OF DISTRIBUTION
The shares of Common Stock being offered by the Selling Shareholders
are offered for their own accounts. The Company will not receive any of the
proceeds from any eventual sales of such shares of Common Stock. The shares
may be offered by the Selling Shareholders from time to time in transactions
through the Nasdaq National Market, in negotiated transactions, through the
writing of options on the shares, or a combination of such methods of sale, at
prices related to prevailing market prices, or at negotiated prices. The
Selling Shareholders may effect such transactions by selling the shares to or
through broker-dealers, and such broker-dealers may receive compensation in the
form of discounts, concessions or commissions from the Selling Shareholders
and/or the purchasers of the shares for which such broker- dealers may act as
agent or to whom they sell as principal, or both (which compensation as to a
particular broker-dealer might be in excess of customary commissions).
The Company currently does not satisfy the requirements of Form S-3
under the Securities Act. As a result, the number of shares of Common Stock
that may be offered or sold pursuant hereto by each Selling Shareholder and any
other person with whom such Selling Shareholder is acting in concert for the
purposes of selling shares of Common Stock may be limited to an amount, during
any three-month period, that does not exceed the amount specified in Rule
144(e) promulgated under the Securities Act.
LEGAL MATTERS
Certain legal matters with respect to the validity of the shares of
Common Stock offered hereby have been passed upon by Waller Lansden Dortch &
Davis, A Professional Limited Liability Company, Nashville, Tennessee, counsel
to the Company.
EXPERTS
The financial statements appearing in the Company's Registration
Statement on Form S-1 have been audited by Ernst & Young LLP, independent
auditors, as set forth in their reports thereon included therein and
incorporated herein by reference. Such financial statements are incorporated
herein by reference in reliance upon such reports given upon the authority of
such firm as experts in accounting and auditing.
8
<PAGE> 10
845,000 SHARES
SERVICE EXPERTS, INC.
COMMON STOCK
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The documents incorporated by reference into Item 3 of Part II of this
Registration Statement (not including exhibits to the information that is
incorporated by reference, unless such exhibits are specifically incorporated
by reference into the information that this Registration Statement
incorporates) are incorporated by reference into the Section 10(a) prospectus,
and are available, without charge, to the participants upon written or oral
request to Anthony M. Schofield, Service Experts, Inc., 1134 Murfreesboro Road,
Nashville, Tennessee 37217 (telephone number 615-391- 4600).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange
Commission by the Registrant are incorporated herein by reference as of the
dates thereof:
(a) The Company's Prospectus, dated August 16, 1996, pursuant to
Rule 424(b) of the Securities Act;
(b) The description of the Common Stock contained in the
Registration Statement on Form 8-A, filed pursuant to Section
12 of the Exchange Act on August 8, 1996; and
(c) The Company's Registration Statement on Form S-1, as amended
(Registration No. 333-07037).
All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
9
<PAGE> 11
hereof from the date of filing such documents. Any statements contained in a
document incorporated by reference herein shall be deemed to be modified or
superseded for purposes hereof to the extent that a statement contained herein
(or in any other subsequently filed document which is also incorporated by
reference herein) modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed to constitute a part hereof except
as so modified or superseded.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
(a) The Delaware General Corporation Law ("DGCL") provides
that a corporation may indemnify any person made party to an action by
reason of such person's status as a director, officer, employee or
agent of the corporation against expenses, judgments, fines and
settlements provided such person acted (i) in good faith, (ii) in a
manner reasonably believed to be in or not opposed to the best
interests of the Corporation and (iii) with respect to a criminal
action, had no reasonable cause to believe such person's conduct was
unlawful. The termination of an action by a judgment, order,
settlement, conviction or plea of nolo contendere shall not create a
presumption that a person did not meet the standard of conduct set
forth above. In actions brought by or in the right of the corporation,
however, the DGCL provides that no indemnification may be made if the
person was adjudged to be liable to the corporation unless and only to
the extent that the Court of Chancery or the court in which such action
was brought shall determine upon application that, despite the
adjudication of liability but in view of all circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such
expenses which the court shall deem proper. To the extent that a
person is successful, on the merits or otherwise, in the defense of any
proceeding instigated because of his or her status as a director,
officer, employee or agent of a corporation, the DGCL mandates that the
corporation indemnify such person against reasonable expenses incurred
in the proceeding. A corporation may advance litigation expenses,
including attorneys' fees, to a person who is a party to a proceeding
upon such person undertaking to repay such amount if it shall
ultimately be determined that such person is not entitled to
indemnification. The indemnification and advancement of expenses under
the DGCL are not deemed exclusive of any other rights to which a person
may be entitled under any bylaw, agreement, vote of shareholders or
disinterested directors or otherwise.
10
<PAGE> 12
(b) Article VII of the Registrant's Restated Certificate
of Incorporation provides as follows:
(i) The Corporation shall indemnify, and upon request
shall advance expenses (including attorneys' fees) to, in the
manner and to the fullest extent permitted by law, any officer
or director (or the estate of any such person) who was or is a
party to, any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative,
investigative or otherwise, by reason of the fact that such
person is or was a director or officer of the Corporation, or
is or was serving at the request of the Corporation as a
director, officer, partner, trustee, employee or agent of
another corporation, partnership, joint venture, trust, other
enterprise or employee benefit plan (an "indemnitee"). The
Corporation may, to the fullest extent permitted by law,
purchase and maintain insurance on behalf of any person who is
or was a director, officer, employee or agent of the
Corporation, or is or was serving at the request of the
Corporation as a director, officer, partner, trustee, employee
or agent of another corporation, partnership, joint venture,
trust, other enterprise or employee benefit plan against any
liability which may be asserted against such person. To the
fullest extent permitted by law, the indemnification and
advances provided for herein shall include expenses (including
attorneys' fees), judgments, penalties, fines and amounts paid
in settlement. The indemnification provided herein shall not
be deemed to limit the right of the Corporation to indemnify
and any other person for any such expenses (including
attorneys' fees), judgments, fines and amounts paid in
settlement to the fullest extent permitted by law, both as to
action in his official capacity and as to action in another
capacity while holding such office.
(ii) Notwithstanding the foregoing, the Corporation
shall not indemnify any such indemnitee who was or is a party
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 to secure a judgment in its favor against such
indemnitee with the Corporation, unless and only to the extent
that, the Court of Chancery or the court in which such action
or suit was brought shall determine upon application that,
despite the adjudication of liability but in view of all the
circumstances of the case, such indemnitee is fairly and
reasonably entitled to indemnity for such expenses which the
Court of Chancery or such other court shall deem proper.
(iii) The rights to indemnification and advancement
of expenses set forth in this Article VII are intended to be
greater than those which are otherwise provided for in the
General Corporation Law of the State of Delaware, are
contractual between the Corporation and the person being
indemnified, his heirs, executors and administrators, and,
with respect to this Article VII are mandatory,
notwithstanding a person's failure to meet the standard of
conduct required for permissive indemnification under the
General Corporation Law of the State of Delaware, as amended
from time to time. The rights to indemnification and
11
<PAGE> 13
advancement of expenses set forth in this Article VII are
nonexclusive of other similar rights which may be granted by
law, this Certificate, the Bylaws, a resolution of the Board
of Directors or stockholders or an agreement with the
Corporation, which means of indemnification and advancement of
expenses are hereby specifically authorized.
(iv) Any repeal or modification of the provisions of
this Article VII, either directly or by the adoption of an
inconsistent provision of this Certificate, shall be
prospective only and shall not adversely affect any right or
protection set forth herein existing in favor of a particular
individual at the time of such repeal or modification. In
addition, if an amendment to the General Corporation Law of
the State of Delaware limits or restricts in any way the
indemnification rights permitted by law as of the date hereof,
such amendment shall apply only to the extent mandated by law
and only to activities of persons subject to indemnification
under this Article VII which occur subsequent to the effective
date of such amendment.
(c) The Company has obtained insurance for its directors
and executive officers in amounts of $3,000,000 per claim and
$3,000,000 for aggregate claims.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
A total of 55,000 shares of Common Stock previously issued
under either of the Incentive Plan or the Director Plan, including the granting
of options to purchase shares of Common Stock, were so issued or granted in
reliance upon Section 4(2) of the Securities Act and, in some cases, Rule 701
promulgated under the Securities Act.
<TABLE>
<CAPTION>
ITEM 8. EXHIBITS.
<S> <C> <C>
* 4.1 Restated Certificate of Incorporation of the Registrant
* 4.2 Bylaws of the Registrant
** 4.3 Specimen of Common Stock certificate
5 Opinion of Waller Lansden Dortch & Davis, A
Professional Limited Liability Company
21 Subsidiaries of the Registrant
23.1 Consent of Ernst & Young LLP
</TABLE>
12
<PAGE> 14
<TABLE>
<S> <C> <C>
23.2 Consent of Waller Lansden Dortch & Davis, A
Professional Limited Liability Company (contained in
their opinion filed as Exhibit 5 to this Registration
Statement)
24 Power of Attorney (included on the signature page)
* 99.1 Registrant's 1996 Incentive Stock Plan
* 99.2 Registrant's 1996 Non-Employee Director Stock Option
Plan
* 99.3 Registrant's 1996 Employee Stock Purchase Plan
</TABLE>
- --------------------
* Incorporated by reference to the Registrant's Registration Statement
on Form S-1 (Registration No. 333-07037).
** Incorporated by reference to the Registrant's Registration Statement
on Form 8-A (File No. 000-21173).
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant 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 of
such information in the Registration Statement.
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) shall not
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the Registrant
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement.
(2) That, for the purposes of determining any liability under the
Securities Act of 1933, each such post- effective amendment shall be deemed to
be a new registration statement
13
<PAGE> 15
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
purposes 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 Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section 15(d) of
the Securities 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.
(c) 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 Securities and
Exchange Commission 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.
14
<PAGE> 16
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 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 Nashville, State of Tennessee, on September 11,
1996.
SERVICE EXPERTS, INC.
By: /s/ Alan R.Sielbeck
----------------------------------
Alan R. Sielbeck Chairman and
Chief Executive Officer
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.
<TABLE>
<CAPTION>
Name Title Date
---- ----- ----
<S> <C> <C>
/s/ Alan R. Sielbeck Chairman of the Board and September 11, 1996
- ------------------------- Chief Executive Officer
Alan R. Sielbeck (principal executive officer)
/s/ James D. Abrams President and Chief Operating September 11, 1996
- ------------------------- Officer; Director
James D. Abrams
</TABLE>
15
<PAGE> 17
<TABLE>
<S> <C> <C>
/s/ Anthony M. Schofield Chief Financial Officer September 11, 1996
- ------------------------- (principal financial
Anthony M. Schofield and accounting officer)
Director September , 1996
- ------------------------- ---
Raymond J. DeRiggi
/s/ Norman T. Rolf, Jr. Director September 11, 1996
- --------------------------
Norman T. Rolf, Jr.
Director September ___,1996
- -------------------------
William G. Roth
/s/ Timothy G. Wallace Director September 11, 1996
- -------------------------
Timothy G. Wallace
</TABLE>
16
<PAGE> 1
EXHIBIT 5
September 11, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Service Experts, Inc.
Registration Statement on Form S-8
Ladies and Gentlemen:
In our capacity as counsel to Service Experts, Inc., a Delaware
corporation (the "Company"), we have examined the Registration Statement on
Form S-8 (the "Registration Statement") in form as proposed to be filed by the
Company under the Securities Act of 1933, as amended, relating to the
registration of 900,000 shares of the Common Stock, par value $.01 per share,
of the Company (the "Common Stock"), pursuant to the terms of the 1996
Incentive Stock Plan, the 1996 Non-Employee Director Stock Option Plan and the
1996 Employee Stock Purchase Plan (collectively, the "Plans"). In this regard,
we have examined and relied upon such records, documents and other instruments
as in our judgment are necessary or appropriate in order to express the
opinions hereinafter set forth.
Based upon the foregoing, we are of the opinion that the 900,000 shares
of Common Stock referred to in the Registration Statement, to the extent
actually issued pursuant to the Plans and in the manner and on the terms
described in the Plans, will be duly and validly issued, fully paid and
nonassessable shares of the Common Stock of the Company.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and further consent to the reference to us under the
caption "Legal Matters" in the Prospectus included in the Registration
Statement.
Very truly yours,
/s/ Waller Lansden Dortch & Davis, PLLC
<PAGE> 1
EXHIBIT 21
SUBSIDIARIES OF THE
REGISTRANT
<TABLE>
<CAPTION>
Subsidiary State of Incorporation
- ---------- ----------------------
<S> <C>
AC Service & Installation Co., Inc. Tennessee
Air Experts, a United Services Co., Inc. Missouri
Arrow Heating & Air Conditioning, Inc. Wisconsin
Brand Heating & Air Conditioning, Inc. Indiana
Coastal Air Conditioning Service, Inc. Georgia
Comerford's Heating and Air Conditioning, Inc. California
Contractor Success Group, Inc. Missouri
Donelson Air Conditioning Company, Inc. Tennessee
Gilley's Heating & Cooling, Inc. Louisiana
Hardwick Air Masters, Inc. Arkansas
Norrell Heating & Air Conditioning, Inc. Alabama
Rolf Coal and Fuel Corp. Indiana
Service Experts of Palm Springs, Inc. California
Vision Holding Company, Inc. Missouri
</TABLE>
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-8) pertaining to the Service Experts, Inc. 1996
Incentive Stock Plan, Service Experts, Inc. 1996 Non-Employee Director Stock
Option Plan, and Service Experts, Inc. 1996 Employee Stock Purchase Plan, and
to the incorporation by reference therein of our report dated July 29, 1996
with respect to the financial statements of Service Experts, Inc., the use of
our report dated May 5, 1996 with respect to the financial statements of the
Combined AC Service & Installation Co. Inc. and Donelson Air Conditioning
Company, Inc., the use of our report dated May 10, 1996 with respect to the
financial statements of Hardwick Air Masters, Inc., the use of our report dated
May 6, 1996 with respect to the financial statements of Norrell Heating & Air
Conditioning, Inc., the use of our report dated May 24, 1996 with respect to
the financial statements of Vision Holding Company, Inc., the use of our report
dated May 15, 1996 with respect to the financial statements of Comerford's
Heating and Air Conditioning, Inc., the use of our report dated May 17, 1996
with respect to the financial statements of Rolf Coal and Fuel Corp., the use
of our report dated May 14, 1996 with respect to the financial statements of
Brand Heating & Air Conditioning, Inc., the use of our report dated May 10,
1996 with respect to the financial statements of Coastal Air Conditioning
Service, Inc., the use of our report dated May 10, 1996 with respect to the
financial statements of Contractor Success Group, Inc., the use of our report
dated May 10, 1996 with respect to the financial statements of Arrow Heating &
Air Conditioning, Inc., the use of our report dated May 10, 1996 with respect
to the financial statements of Air Experts, a United Services Company, Inc.,
the use of our report dated May 10, 1996 with respect to the financial
statements of Gilley's Heating & Cooling, Inc. and the use of our report dated
May 10, 1996 with respect to the financial statements of Service Experts, of
Palm Springs, Inc. included in the Registration Statement (Form S-1 No.
333-07037) of Service Experts, Inc. filed with the Securities and Exchange
Commission.
/s/ Ernst & Young LLP
Nashville, Tennessee ERNST & YOUNG LLP
September 11, 1996
