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, Kansas City, Missouri 64105
(Address of Principal Executive Offices) (Zip Code)
UNITOG COMPANY
1997 STOCK OPTION PLAN
(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
Title of Amount to be Proposed Maximum Proposed Maximum Amount of
Securities Registered Offering price aggregate registration
to be per share 1 offering price 1 fee 1
registered
Common Stock, 500,000 2 $22.625 $11,312,500.00 $3,428.03
par value $.01 shares
per share
1 Computed solely for the purpose of calculating the amount of the
registration fee, pursuant to Rule 457(c) and (h), based on the high and low
prices reported for the Common Stock on the Nasdaq National Market System for
May 23, 1997.
2 Plus such additional shares as may be issued pursuant to antidilution
provisions.
PAGE
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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 26, 1997; and
(b) 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
The Opinion of Counsel was prepared by Robert M. Barnes,
registrant's Vice President - General Counsel. As of March 1, 1997, Mr.
Barnes beneficially owned 21,500 shares of registrant's common stock.
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 corporation) by reason of the fact
that the person 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, partnership,
joint venture, trust or other enterprise, against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by the person in connection with such action, suit or
proceeding, if the person acted in good faith and in a manner the person
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
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reasonable cause to believe the person's 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 the person 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, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees) actually and
reasonably incurred by the person in connection with the defense or settlement
of such action or suit if the person acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best interests of the
corporation. No indemnification shall be made, however, 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 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 person
is fairly and reasonably entitled to indemnity for those expenses
such court deems are proper 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 repurchases) or (d) for any
transactions from which the director derived an improper personal benefit.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
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Item 8. EXHIBITS
The Exhibits to this Registration Statement are listed in the
Exhibit Index on Page 8 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 offers or sales are being
made, a post-effective amendment to this registration statement to
include any material information with respect to the plan of
distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement.
(2) For the purpose of determining liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement of 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.
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 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 30th day of May, 1997.
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 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 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.
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Signature Title Date
/s/ Randolph K. Rolf Chairman and Chief Executive May 30, 1997
Randolph K. Rolf Officer and Director
/s/ J. Craig Peterson Executive Vice President, Chief May 30, 1997
J. Craig Peterson Administrative and Financial
Officer (Principal Financial
Officer)
/s/ Ronald J. Harden Controller (Principal Accounting May 30, 1997
Ronald J. Harden Officer)
/s/ G. Kenneth Baum Director May 30, 1997
G. Kenneth Baum
/s/ John W. Caffry Director May 30, 1997
John W. Caffry
/s/ D. Patrick Curran Director May 30, 1997
D. Patrick Curran
/s/ Robert F. Hagans Director May 30, 1997
Robert F. Hagans
/s/ David B. Sharrock Director May 30, 1997
David B. Sharrock
/s/ William D. Thomas Director May 30, 1997
William D. Thomas
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EXHIBIT INDEX
Exhibit Sequentially
Number Description of Documents Numbered Page
4.1 Specimen common stock certificate (filed as Exhibit ---
4(a) to registrant's registration statement on Form S-3
(registration number 33-59628), incorporated herein by
reference).
4.2 Second Rested 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 Fourth Amended and Restated Bylaws, as amended (filed ---
as Exhibit 3(ii) to the registrant's Quarterly Report
on Form 10-Q for the fiscal quarter ended July 30, 1995,
and incorporated herein by reference).
5 Opinion of Counsel. 8
23.1 Consent of KPMG Peat Marwick, LLP. 9
23.2 Consent of counsel (included in Exhibit 5). ---
24 Power of Attorney (included on Signature Page of the ---
Registration Statement).
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May 30, 1997
Unitog Company
101 West 11th Street
Kansas City, Missouri 64105
Re: Shares of Common Stock To Be Issued Under
Unitog Company 1997 Stock Option Plan
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, 500,000 shares of Common Stock of Unitog Company, a
Delaware corporation (the "Company"), which shares are issuable under the
Unitog Company 1997 Stock Option Plan.
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 500,000 shares of
Common Stock when issued in the manner and as provided for in the Unitog
Company 1997 Stock Option Plan, 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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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 1997 Stock Option Plan of
our report dated March 10, 1997 related to the consolidated balance sheets of
Unitog Company and subsidiaries as of January 26, 1997 and January 28, 1996,
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
26, 1997, which report is incorporated by reference in the January 26, 1997
Annual Report on Form 10-K of Unitog Company.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Kansas City, Missouri
May 30, 1997
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