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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
______________________
UNITOG COMPANY
(Exact name of registrant as specified in its charter)
Delaware 44-0529828
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
101 West 11th Street, Suite 800
Kansas City, Missouri 64105
(Address of Principal Executive Offices) (Zip Code)
______________________
UNITOG COMPANY
OUTSIDE DIRECTOR FEE/STOCK PROGRAM
(Full title of the plan)
______________________
ROBERT M. BARNES, Secretary
Unitog Company
101 West 11th Street
Kansas City, Missouri 64105
(Name and address of agent for service)
(816) 474-7000
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of securities Amount to be Proposed maximum Proposed maximum Amount of
to be registered registered offering price per share aggregate offering price registration fee(1)
---------------- ---------- ------------------------ ------------------------ ----------------
<S> <C> <C> <C> <C>
Common Stock, par value 50,000(2) $21.50 $1,075,000.00 $371.00
$.01 per share shares
</TABLE>
____________________
(1) Computed solely for the purpose of calculating the amount
of the registration fee, pursuant to Rule 457(c) and (h), based
on the average of the high and low prices reported for the Common
Stock on the Nasdaq National Market System for June 14, 1995.
(2) Plus such additional shares as may be issued pursuant to
antidilution provisions.
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Part II.
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents are incorporated by reference in this
registration statement:
(a) Registrant's Annual Report on Form 10-K for the
fiscal year ended January 29, 1995;
(b) Registrant's Quarterly Report on Form 10-Q for the
fiscal quarter ended April 30, 1995; and
(c) The description of registrant's Common Stock
contained in the Registration Statement on Form 8-A
dated May 14, 1989, as amended under cover of Form 8,
dated May 17, 1989, under Section 12 of the
Securities Exchange Act of 1934, including any
amendment or report filed for the purpose of updating
such description.
All documents filed by the registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 after the
date of this registration statement and prior to the filing of a post-effective
amendment to this registration statement which indicates that all securities
offered hereunder have been sold, or which deregisters all securities then
remaining unsold under this registration statement, shall be deemed to be
incorporated by reference in this registration statement and to be a part
hereof from the date of filing of such documents.
Item 4. DESCRIPTION OF SECURITIES
Not applicable; the class of securities to be offered is
registered under Section 12 of the Securities Exchange Act of 1934.
Item 5. INTEREST OF NAMED EXPERTS AND COUNSEL
Not applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law provides
that a corporation may indemnify any person who was or is a party 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
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corporation) by reason of the fact that he is or was a director, officer,
employee or agent of the corporation, or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation or
business entity, against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding, if he acted in good faith and
in a manner he reasonably believed to be in or not opposed to the best interest
of the corporation, and, with respect to any criminal action or proceeding, had
no reasonable cause to believe his conduct was unlawful. Furthermore, a
corporation may indemnify any person 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 procure a judgment in its favor 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 the corporation as a
director, officer, employee or agent of another corporation or business entity,
against expenses (including attorneys' fees) actually and reasonably incurred
by him in connection with the defense or settlement of such action or suit if
he acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation and except that no
indemnification shall be made 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 Delaware Court of Chancery shall
determine that such person is fairly and reasonably entitled to indemnity for
such expenses.
Registrant's Certificate of Incorporation and Bylaws provide
that registrant shall indemnify its directors to the full extent permitted by
law, and that it may, at the discretion of the Board of Directors, indemnify
officers, employees or agents of the registrant to the full extent permitted by
law. The Bylaws further provide that the registrant may purchase and maintain
liability insurance on behalf of directors, officers, employees or agents of
registrant, whether or not registrant would have the power to indemnify them
against such liability under the provisions of law. Registrant maintains an
officers and directors liability insurance policy insuring registrant's
officers and directors against certain liabilities and expenses incurred by
them in their capacities as such, and insuring registrant under certain
circumstances, in the event that indemnification payments are made by
registrant to such officers and directors.
The Certificate of Incorporation provides that no director
shall be personally liable to the registrant or its stockholders for monetary
damages for any breach of fiduciary duty by such director as a director, except
to the extent such exemption from liability or limitation thereof is not
permitted by the Delaware General Corporation Law. Notwithstanding the
foregoing, a director shall be liable to the extent provided by existing
Delaware general corporation law (a) for breaches of the director's duty of
loyalty to the registrant or its stockholders, (b) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, (c) pursuant to Section 174 of the Delaware General Corporation Law
(involving certain unlawful dividends or stock
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repurchases) or (d) for any transactions from which the director derived an
improper personal benefit.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
Item 8. EXHIBITS
The Exhibits to this Registration Statement are listed in the Exhibit
Index on Page E-1 of this Registration Statement, which Index is incorporated
herein by reference.
Item 9. UNDERTAKINGS
The undersigned registrant hereby undertakes:
(1) To file, during any period in which it offers
or sells securities, a post-effective amendment to this registration
statement to include any material information on the plan of
distribution.
(2) For determining liability under the
Securities Act of 1933, to treat each post-effective amendment as a
new registration statement of the securities offered, and the offering
of the securities at that time to be the initial bona fide offering.
(3) To remove from registration any of the
securities being registered that remain unsold at the end of the
offering.
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 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.
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
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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.
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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 Kansas City, State of Missouri, on the 16th day
of June, 1995.
UNITOG COMPANY
By: /s/ Randolph K. Rolf
------------------------------------
Randolph K. Rolf, Chairman and Chief
Executive Officer and Director
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each individual whose signature
appears below constitutes and appoints Randolph K. Rolf, Robert F. Hagans and
J. Craig Peterson, and each of them, his true and lawful attorneys-in-fact and
agents with full power of substitution, for him and 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 any other
documents and instruments incidental thereto, and to file the same, with all
exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, thereby ratifying and confirming all that said attorneys-in-fact and
agents and/or any of them, or their 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 date indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Randolph K. Rolf Chairman and Chief Executive Office June 16, 1995
------------------------------------- and Director
Randolph K. Rolf
</TABLE>
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<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
Senior Vice President, Finance and June 16, 1995
/s/ J. Craig Peterson Administration, Chief Financial
------------------------------------- Officer (Principal Financial Officer)
J. Craig Peterson
/s/ Ronald J. Harden Controller June 16, 1995
-------------------------------------
Ronald J. Harden
/s/ G. Kenneth Baum Director June 16, 1995
-------------------------------------
G. Kenneth Baum
/s/ John W. Caffry Director June 16, 1995
-------------------------------------
John W. Caffry
/s/ D. Patrick Curran Director June 16, 1995
-------------------------------------
D. Patrick Curran
/s/ Robert F. Hagans Director June 16, 1995
-------------------------------------
Robert F. Hagans
/s/ David B. Sharrock Director June 16, 1995
-------------------------------------
David B. Sharrock
/s/ William D. Thomas Director June 16, 1995
------------------------------------
William D. Thomas
</TABLE>
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Sequentially
Number Description of Documents Numbered Page
------ ------------------------
<S> <C> <C>
4.1 Specimen common stock certificate (filed as Exhibit 4(a) to -
registrant's registration statement on Form S-3 (registration
number 33-59628), and incorporated herein by reference).
4.2 Second Restated Certificate of Incorporation (filed as Exhibit -
3(i) to the registrant's Quarterly Report on Form 10-Q for the
fiscal quarter ended April 30, 1995, and incorporated herein by
reference).
4.3 Third Amended and Restated Bylaws, as amended (filed as Exhibit -
3(b) to the registrant's Annual Report on Form 10-K for the
fiscal year ended January 28, 1990, and incorporated herein by
reference).
5 Opinion of Counsel. 9
23.1 Consent of KPMG Peat Marwick LLP. 10
23.2 Consent of counsel (included in Exhibit 5). -
</TABLE>
E-1
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Exhibit 5
June 16, 1995
Unitog Company
101 West 11th Street
Kansas City, Missouri 64105
Re: Shares of Common Stock To Be Issued Under
Unitog Company Outside Director Fee/Stock Program
Registration Statement on Form S-8
Ladies and Gentlemen:
I write as General Counsel of Unitog Company in connection with the
above-captioned Registration Statement on Form S-8 filed with the Securities
and Exchange Commission for the purpose of registering under the Securities Act
of 1933, as amended, 50,000 shares of Common Stock of Unitog Company, a
Delaware corporation (the "Company"), which shares are issuable under the
Unitog Company Outside Director Fee/Stock Progam.
I have examined the Second Restated Certificate of Incorporation of
the Company, the current Bylaws of the Company, the Company's corporate minute
books and such other records and other documents that I have deemed relevant to
this opinion.
Based on the foregoing, it is my opinion that the 50,000 shares of
Common Stock when issued in the manner and as provided for in the Unitog
Company Outside Director Fee/Stock Program, will be legally issued, fully paid
and nonassessable, to the extent that such shares are authorized and unissued
shares.
I hereby consent to the inclusion in the Registration Statement of
this opinion.
Very truly yours,
UNITOG COMPANY
/s/ Robert M. Barnes
Robert M. Barnes
General Counsel
RMB:
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Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Unitog Company:
We consent to incorporation by reference in the Registration Statement on Form
S-8 of Unitog Company relating to the Unitog Company Outside Director Fee/Stock
Program of our report dated March 3, 1995 related to the consolidated balance
sheets of Unitog Company and subsidiaries as of January 29, 1995 and January
30, 1994, and the related consolidated statements of earnings, stockholders'
equity and cash flows for each of the fiscal years in the three-year period
ended January 29, 1995, which report is incorporated by reference in the
January 29, 1995 annual report on Form 10-K of Unitog Company.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Kansas City, Missouri
June 16, 1995
