As filed with the Securities and Exchange Commission on November 29, 2000.
Registration No. 333-_______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
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The ServiceMaster Company
(Exact name of registrant as specified in its charter)
Delaware 36-3858106
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One ServiceMaster Way
Downers Grove, Illinois 60515-1700
(630) 271-1300
(Address and telephone number of principal executive offices)
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ServiceMaster Profit Sharing and Retirement Plan
(Full title of the plan)
Jim L. Kaput
Senior Vice President and General Counsel
The ServiceMaster Company
One ServiceMaster Way
Downers Grove, Illinois 60515
(630) 271-1300
(Name, address including zip code, and telephone number,
including area code, of agent for service)
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CALCULATION OF THE REGISTRATION FEE
Proposed Proposed
Title of maximum maximum Amount of
security Amount to be offering aggregate registration
to be registered price offering fee
registered Per unit price
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Common stock 5,000,000 (1) $9.69 (2) $48,450,000 (2) $12,791 (2)
(1) Pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of interests
to be offered or sold pursuant to the ServiceMaster Profit Sharing and
Retirement Plan.
(2) Estimated solely to calculate the registration fee and, pursuant to
Rule 457(h) under the Securities Act of 1933, based upon the average of
the high and low sales prices of the common stock reported on the New
York Stock Exchange on November 24, 2000.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
ServiceMaster has filed the following documents with the Securities and
Exchange Commission (the "Commission") pursuant to the Securities Exchange Act
of 1934 (the "Exchange Act") and such documents are incorporated herein by
reference:
1. ServiceMaster's Annual Report on Form 10-K for the year ended
December 31, 1999;
2. ServiceMaster's Profit Sharing and Retirement Plan Annual
Report on Form 11-K for the fiscal year ended December 31,
1999;
3. All other reports filed pursuant to Section 13(a) or 15(d) of
the Exchange Act since December 31, 1999; and
4. The description of the Common Stock that is contained in
ServiceMaster's Registration Statement filed with the
Commission under Section 12 of the Exchange Act, including any
subsequent amendment or any report filed for the purpose of
updating such description.
All documents filed by ServiceMaster with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, after the date of this
registration statement and prior to the filing of a post-effective amendment to
this registration statement that indicates that all securities offered hereby
have been sold or that deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference into this registration statement and
to be a part hereof from the respective dates of filing of such documents (such
documents, and the documents enumerated above, being hereinafter referred to as
"incorporated documents").
Item 4. Description of Securities.
Not applicable.
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Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
ServiceMaster is incorporated under the laws of the State of Delaware.
Section 145 of the Delaware General Corporation Law allows for indemnification
of directors and officers of Delaware corporations against certain expenses,
judgments, fines and settlements in connection with litigation. ServiceMaster's
Amended and Restated Certificate of Incorporation provides for indemnification
of the directors and officers of ServiceMaster against certain liabilities. In
addition, Section 145 further authorizes a corporation to purchase and maintain
insurance on behalf of its directors and officers against certain liabilities.
All of ServiceMaster's directors and officers are covered by insurance policies
maintained and held in effect by ServiceMaster against certain liabilities for
actions taken in such capacities, including liabilities under the Securities Act
of 1933.
Item 7. Exemption from Registration Claimed.
Not Applicable
Item 8. Exhibits.
See Index to Exhibits.
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.
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Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective 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 to such information in the registration statement;
provided, however, That paragraphs (a)(1)(i) and (a)(1)(ii) of this section do
not apply if the registration statement is on Form S-3, Form S-8, or Form F-3,
and the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the Securities Act
of 1933, each such post-effective amendment 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.
(3) To remove from registration by means of a post-effective amendment any of
the securities being registered that 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 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.
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(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.
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 Village of Downers Grove, State of Illinois, on November 29,
2000.
THE SERVICEMASTER COMPANY
By: /s/ Jim L. Kaput
----------------
Jim L. Kaput
Senior Vice President
and General Counsel
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Pursuant to the requirements of the Securities Act of 1933, the
following persons in the capacities indicated signed this Registration Statement
on November 29, 2000.
Signature Title
* Chairman, Chief Executive
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C. William Pollard Officer and Director
/s/ Steven C. Preston Executive Vice President,
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Steven C. Preston Chief Financial Officer
(Principal Financial
Officer and Principal
Accounting Officer)
* Senior Chairman and Director
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Carlos H. Cantu
* Director
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Paul W. Berezny, Jr.
* Director
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Brian Griffiths
* Director
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Sidney E. Harris
* Director
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Glenda A. Hatchett
* Director
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Herbert P. Hess
* Director
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Michele M. Hunt
* Director
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Gunther H. Knoedler
* Director
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James D. McLennan
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* Director
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Vincent C. Nelson
* Director
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Dallen W. Peterson
* Director
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Steven S Reinemund
* Director
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Donald G. Soderquist
* Director
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Charles W. Stair
* Director
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David K. Wessner
* The undersigned, by signing his name hereto, does sign and execute this
Registration Statement pursuant to the Powers of Attorney executed by certain of
the above-named officers and directors of The ServiceMaster Company.
By: /s/ Jim L. Kaput
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Jim L. Kaput
Attorney-in-Fact
Pursuant to the requirements of the Securities Act of 1933, the administrator of
the Plan has duly caused this Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the Village of Downers Grove,
State of Illinois, on November 29, 2000.
PLAN COMMITTEE
SERVICEMASTER PROFIT SHARING AND RETIREMENT PLAN
By: /s/ Eric R. Zarnikow
------------------------
Eric R. Zarnikow
Member of Committee
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EXHIBIT INDEX
Exhibit Description
No.
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4.1 ServiceMaster's Amended and Restated Certificate of Incorporation, as
filed with the Secretary of State of Delaware on November 6, 1997, is
incorporated by reference to Exhibit 1 to the Current Report on Form
8-K, dated December 18, 1997, of ServiceMaster Limited Partnership
(Commission File No. 1-9378).
4.2 ServiceMaster's Bylaws, as amended through September 29, 2000, are
incorporated by reference to Exhibit 1.4 to Amendment No. 1 to Form
8-A/A, dated October 6, 2000 (Commission File No. 1-14762).
4.3 ServiceMaster Profit Sharing and Retirement Plan is incorporated by
reference to Exhibit 99.1 to the Registration Statement on Form S-8
filed October 14, 1999 (Commission No. 333-89037).
23.1 Consent of Arthur Andersen LLP.
24 Power of Attorney.
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