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As filed with the Securities and Exchange Commission on July 25, 2000
Registration No. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
Form S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
_______________
MIDAS, INC.
(Exact name of registrant as specified in its charter)
_______________
Delaware 36-4180556
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1300 Arlington Heights Road
Itasca, Illinois 60143
(Address of Principal Executive Offices) (Zip Code)
MIDAS INTERNATIONAL CORPORATION RETIREMENT SAVINGS PLAN FOR HOURLY EMPLOYEES
MIDAS INTERNATIONAL CORPORATION RETIREMENT SAVINGS PLAN FOR SALARIED EMPLOYEES
(Full Title of the Plan)
Robert H. Sorensen
Vice President, Secretary and General Counsel
Midas, Inc.
1300 Arlington Heights Road
Itasca, Illinois 60143
(630) 438-3000
(Name, address including zip code, and telephone number, including area code, of
Agent for Service)
Copy to:
-------
Carter W. Emerson, P.C.
Kirkland & Ellis
200 East Randolph Drive
Chicago, Illinois 60601
(312) 861-2000
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<CAPTION>
CALCULATION OF REGISTRATION FEE
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Proposed maximum Proposed maximum Amount of
Title of Securities to be Amount to be offering price per aggregate offering registration
registered (1) registered share price fee
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<S> <C> <C> <C> <C>
Common Stock, $.001 par
value per share.............. 1,000,000 shares $17.53(2) $17,530,000 $4,628
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Preferred Stock Purchase
Rights....................... 1,000,000 rights (3) (3) (3)
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/(1)/ In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
amended (the "Securities Act"), this registration statement also covers an
indeterminate amount of interests to be offered pursuant to the employee
benefit plans described herein.
/(2)/ Estimated pursuant to Rule 457(c) and (h) under the Securities Act solely
for purposes of calculating amount of registration fee, based upon the
average high and low sale prices of the Common Stock reported on the New
York Stock Exchange on July 21, 2000.
/(3)/ Rights to purchase Series A Junior Participating Preferred Stock (the
"Rights") initially are attached to and trade with the shares of Common
Stock being registered hereby. The value attributable to such Rights, if
any, is reflected in the market price of the Common Stock.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
The documents containing the information specified in Part I will be delivered
in accordance with Rule 428(b)(1) of the Securities Act. Such documents are not
required to be, and are not, filed with the Securities and Exchange Commission
("Commission") either as part of this Registration Statement or as prospectuses
or prospectus supplements pursuant to Rule 424. These documents, and the
documents incorporated by reference in this Registration Statement pursuant to
Item 3 of Part II of this Form S-8, taken together, constitute a prospectus that
meets the requirements of Section 10(a) of the Securities Act.
Item 2. Registrant Information and Employee Plan Annual Information.
Upon written or oral request, any of the documents incorporated by reference
in Item 3 of Part II of this Registration Statement (which documents are
incorporated by reference in the Section 10(a) Prospectus), other documents
required to be delivered to eligible employees pursuant to Rule 428(b) or
additional information about the Midas International Corporation Retirement
Savings Plan for Hourly Employees (the "Hourly Plan") and Midas International
Corporation Retirement Savings Plan for Salaried Employees (the "Salaried Plan,"
and together with the Hourly Plan, the "Savings Plans") are available without
charge by contacting:
Robert H. Sorensen
Vice President, Secretary and General Counsel
Midas, Inc.
1300 Arlington Heights Road
Itasca, Illinois 60143
(630) 438-3000
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which have been filed by Midas, Inc. (the
"Company") and the Plans with the Commission, are incorporated in this
Registration Statement by reference:
(a) The Company's Annual Report on Form 10-K for the year ended
January 1, 2000 (File No. 1-13409).
(b) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2000 (File No. 1-13409).
(c) The Hourly Plan's Annual Report on Form 11-K for the year ended
December 31, 1998 (File No. 1-13409).
(d) The Salaried Plan's Annual Report on Form 11-K for the year ended
December 31, 1998 (File No. 1-13409).
(e) The descriptions of the Company's Common Stock, par value $.001
per share, and the Rights associated therewith, which are contained in the
Section entitled "Description of Capital Stock of the Companies" in Exhibit
99 to the Company's Registration Statement on Form 10-12/A No. 3 (post-
effective amendment No. 1) filed with the Commission on January 7, 1998
(File No. 1-13409).
All documents subsequently filed by the Company and the Plans pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the
"Exchange Act"), prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference herein and to be part hereof from the date of the filing of such
documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which 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 Registration
Statement.
Item 4. Description of Securities. Not Applicable.
Item 5. Interests of Named Experts and Counsel. Not Applicable.
Item 6. Indemnification of Directors and Officers.
The information contained in the Company's Registration Statement on Form
S-8 (Registration No. 333-44625), filed with the Commission on January 21, 1998,
relating to the Plans (the "Form S-8") is incorporated herein by reference.
Item 7. Exemption from Registration Claimed. Not applicable.
Item 8. Exhibits. See the Exhibit Index located at page 6.
The Company has submitted each of the Plans and any amendment to either of
them to the Internal Revenue Service (the "IRS") in a timely manner and has made
all changes required by the IRS in order to qualify each of the Plans under
Section 401 of the Internal Revenue Code of 1986, as amended.
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Item 9. Undertakings.
The information contained in the Form S-8 is incorporated herein by
reference.
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SIGNATURES
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The Registrant: Pursuant to the requirements of the Securities Act of
1933, the Company 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 Itasca, State of Illinois, on June 27, 2000.
MIDAS, INC.
By /s/ R. Lee Barclay
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R. Lee Barclay
Executive Vice President and Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints R. Lee Barclay and Robert H. Sorensen, and each
or either of them, his or her true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for him or her and in his or her
name, place and stead, in any and all capacities, to sign any or all amendments
(including post-effective amendments) to this registration statement under the
Securities Act of 1933, as amended, and to file the same, with all exhibits
thereto, and other 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 or she might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents or any of them, or
their, or his or her 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 indicated on June 27, 2000.
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<CAPTION>
Signature Title
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<S> <C>
/s/ Wendel H. Province Chairman of the Board and Chief Executive Officer
-------------------------------- (principal executive officer)
Wendel H. Province
/s/ R. Lee Barclay Executive Vice President and Chief Financial Officer
-------------------------------- (principal accounting officer)
R. Lee Barclay
/s/ Herbert M. Baum Director
--------------------------------
Herbert M. Baum
/s/ Thomas L. Bindley Director
--------------------------------
Thomas L. Bindley
/s/ Archie R. Dykes Director
-------------------------------
Archie R. Dykes
/s/ Jarobin Gilbert, Jr. Director
_______________________________
Jarobin Gilbert, Jr.
/s/ Robert R. Schoeberl Director
_______________________________
Robert R. Schoeberl
</TABLE>
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The Plans: Pursuant to the requirements of the Securities Act of 1933, the
Administrator of the Plans has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Itasca, State of Illinois, on June 27, 2000.
MIDAS INTERNATIONAL CORPORATION RETIREMENT SAVINGS PLAN
FOR HOURLY EMPLOYEES
MIDAS INTERNATIONAL CORPORATION RETIREMENT SAVINGS PLAN
FOR SALARIED EMPLOYEES
By /s/ Gerard M. Klaisle
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Gerard M. Klaisle
Senior Vice President of Human Resources and
Administrator of the Midas Defined Contribution
Master Trust
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EXHIBIT INDEX
Exhibit
Number Description
4.1 Certificate of Incorporation of the Company (incorporated by reference
to Exhibit 3(i).1 of the Company's Registration Statement on Form 10-
12B (File No. 1-13409)).
4.2 Certificate of Amendment to the Certificate of Incorporation of the
Company, dated December 30, 1997 (incorporated by reference to Exhibit
3(i).2 of the Company's Registration Statement on Form 10-12B/A No.3
(post-effective amendment No.1) (File No. 1-13409)).
4.3 Certificate of Designation of Series A Junior Participating Preferred
Stock of the Company (incorporated by reference to Exhibit 4.3 to the
Company's Registration Statement on Form S-8 (Registration No. 333-
44625)).
4.4 Bylaws of the Company, as amended December 31, 1997 (incorporated by
reference to Exhibit 4.4 to the Company's Registration Statement on
Form S-8 (Registration No. 333-44625)).
4.5 Rights Agreement, dated as of December 31, 1997, between the Company
and First Chicago Trust Company of New York, as rights agent
(incorporated by reference to Exhibit 4.5 to the Company's Registration
Statement on Form S-8 (Registration No. 333-44625)).
4.6 Form of Midas International Corporation Retirement Savings Plan for
Hourly Employees (incorporated by reference to Exhibit 4.6 to the
Company's Registration Statement on Form S-8 (Registration No. 333-
44625)).
4.7 Form of Midas International Corporation Retirement Savings Plan for
Salaried Employees (incorporated by reference to Exhibit 4.7 to the
Company's Registration Statement on Form S-8 (Registration No. 333-
44625)).
5 Opinion of Kirkland & Ellis with respect to the legality of the shares
of Common Stock being registered hereby.
23 Consent of KPMG LLP.
24 Powers of Attorney (contained on the signature pages to this
Registration Statement).
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