As filed with the Securities and Exchange Commission on March 30, 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
(State or other jurisdiction of
incorporation or organization)
36-3858106
(I.R.S. Employer
Identification Number)
One ServiceMaster Way
Downers Grove, Illinois 60515-1700
(630) 271-1300
(Address and telephone number of principal executive offices)
------------------
ServiceMaster Profit Sharing and Retirement Plan
(Full title of the plan)
Vernon T. Squires
Senior Vice President and General Counsel
The ServiceMaster Company
One ServiceMaster Way
Downers Grove, Illinois 60515-1700
(630) 271-1300
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
------------------
Copy to:
Toni B. Merrick, Esq.
Kirkland & Ellis
200 East Randolph Drive
Chicago, Illinois 60601-6636
(312) 861-2000
------------------
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
<S> <C> <C> <C> <C>
Proposed maximum Amount of
Title of securities to Amount to be offering price Proposed maximum registration fee
be registered registered (1)(3) per share (2) aggregate offering price (2) (2)
- ---------------------- ----------------- ---------------- ------------------------ ----------------
Common Stock, $.01 2,000,000 shares $11.7188 $23,437,600.00 $6,187.53
par value per share
</TABLE>
(1) Pursuant to Rule 416 under the Securities Act of 1933, this
Registration Statement shall be deemed to cover any additional shares
of Common Stock which may be issuable under the plan to reflect stock
splits, stock dividends, mergers and other capital changes.
(2) This calculation is made solely for the purchase of determining the
amount of the registration fee and is made pursuant to Rule 457(h)
based upon the average of the high and low sales prices of the
registrant's Common Stock as report on the New York Stock Exchange on
March 22, 2000.
(3) In addition, pursuant to Rule 416(c), this registration also covers an
indeterminate amount of interests to be offered or sold pursuant to the
employee benefit plan described herein.
1
<PAGE>
The purpose of this Registration Statement is to reflect the
registration of 2,000,000 additional shares of Common Stock of the Registrant to
be issued pursuant to the ServiceMaster Profit Sharing and Retirement Plan (the
"Plan").
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
The Registration Statement on Form S-8 for the Plan having registration
number 333-89037 is hereby incorporated herein by reference.
Item 8. Exhibits.
See Exhibit Index.
The Registrant hereby undertakes that it will submit or has submitted
the ServiceMaster Profit Sharing and Retirement Plan and any amendments thereto
to the Internal Revenue Service (the "IRS") in a timely manner and has made or
will make all changes required by the IRS in order to qualify the Plans.
2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing of Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, hereunto
duly authorized, in the Village of Downers Grove, State of Illinois, on March
28, 2000.
THE SERVICEMASTER COMPANY, AS REGISTRANT
By: /s/ VERNON T. SQUIRES
---------------------
Vernon T. Squires
Senior Vice President and General Counsel
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed on March 28, 2000 by the following
persons in the capacities indicated:
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
* Chairman, President, Chief Executive Officer and
- -----------------------------------------------------------
C. William Pollard Director of The ServiceMaster Company
/s/ Steven C. Preston Executive Vice President and Chief Financial Officer
- -----------------------------------------------------------
Steven C. Preston of The ServiceMaster Company
* Vice Chairman and Director of The ServiceMaster
- -----------------------------------------------------------
Charles W. Stair Company
* Vice Chairman and Director of The ServiceMaster
- -----------------------------------------------------------
Phillip B. Rooney Company
* Director of The ServiceMaster Company
- -----------------------------------------------------------
Paul W. Berezny, Jr.
* Director of The ServiceMaster Company
- -----------------------------------------------------------
Carlos H. Cantu
* Director of The ServiceMaster Company
- -----------------------------------------------------------
Brian Griffiths
* Director of The ServiceMaster Company
- -----------------------------------------------------------
Sidney E. Harris
* Director of The ServiceMaster Company
- -----------------------------------------------------------
Glenda A. Hatchett
* Director of The ServiceMaster Company
- -----------------------------------------------------------
Herbert P. Hess
* Director of The ServiceMaster Company
- -----------------------------------------------------------
Michele M. Hunt
* Director of The ServiceMaster Company
- -----------------------------------------------------------
Gunther H. Knoedler
* Director of The ServiceMaster Company
- -----------------------------------------------------------
James D. McLennan
3
<PAGE>
* Director of The ServiceMaster Company
- -----------------------------------------------------------
Vincent C. Nelson
* Director of The ServiceMaster Company
- -----------------------------------------------------------
Dallen W. Peterson
* Director of The ServiceMaster Company
- -----------------------------------------------------------
Steven S Reinemund
* Director of The ServiceMaster Company
- -----------------------------------------------------------
Burton E. Sorensen
* Director of The ServiceMaster Company
- -----------------------------------------------------------
David K. Wessner
</TABLE>
* The undersigned, by signing his name hereto, does sign and execute this
Registration Statement pursuant to the Powers of Attorney executed by the
above-named officers and directors of The ServiceMaster Company, which Powers of
Attorney are herewith filed with the Securities and Exchange Commission on
behalf of such officers and directors.
By: /s/ VERNON T. SQUIRES
Vernon T. Squires
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 March 28, 2000.
PLAN COMMITTEE
SERVICEMASTER PROFIT SHARING AND RETIREMENT PLAN
By: /s/ Eric R. Zarnikow
--------------------
Eric R. Zarnikow
Member of Committee
4
<PAGE>
EXHIBIT INDEX
Exhibit Description of Document Sequentially
No. Numbered Page
- ------- ------------------------------------------------ ----------------
5 Opinion of General Counsel of the Registrant. 6
23.1 Consent of General Counsel of the Registrant
(included in Exhibit 5). 6
23.2 Consent of Arthur Andersen LLP. 7
24 Powers of Attorney. 8
5
EXHIBIT 5
Opinion of General Counsel of Registrant
March 28, 2000
The ServiceMaster Company
One ServiceMaster Way
Downers Grove, Illinois 60515-1700
Re: The ServiceMaster Company S-8 Registration Statement
I am providing this letter in my capacity as Senior Vice President and
General Counsel of The ServiceMaster Company, a Delaware corporation
("ServiceMaster"), in connection with the filing by ServiceMaster of a
Registration Statement on Form S-8 under the Securities Act of 1933 with the
Securities and Exchange Commission covering the offering of up to 2,000,000
shares of ServiceMaster common stock, $0.01 par value per share (the "Shares"),
pursuant to the ServiceMaster Profit Sharing and Retirement Plan (the "Plan").
For purposes of this letter I have examined such documents, records,
certificates, memoranda and other instruments deemed necessary as a basis for
this opinion.
Based upon and subject to the foregoing qualifications, assumptions and
limitations and the other qualifications and limitations set forth below, I
hereby advise you that in my opinion the Shares are duly authorized and, when
(i) the Registration Statement related to the Shares becomes effective under the
Act, (ii) the Shares have been duly issued in accordance with the terms of the
Plan upon receipt of the consideration to be paid therefor and (iii) the
certificates representing the Shares comply as to form with the bylaws of
ServiceMaster and the Delaware General Corporation Law and bear all necessary
signatures and authentications, the Shares will be validly issued, fully paid
and nonassessable.
All of my opinions assume that the Registration Statement related to
the Shares will become effective under the Securities Act before any Shares
covered by such Registration Statement are sold. I have also made other
assumptions which I believe to be appropriate for purposes of this letter.
My advice on every legal issue addressed in this letter is based
exclusively on the internal law of Illinois, the Delaware General Corporation
Law or the federal law of the United States. This letter does not cover any law
which in my experience would generally not be considered by lawyers in Illinois
for purposes of the opinions contained in this letter. Without limiting by
implication the generality of the preceding sentence, this opinion does not
cover the securities laws of the State of Illinois or any other jurisdiction.
I hereby consent to the inclusion of this letter as an exhibit to the
Registration Statement related to the Shares and to the reference in each
prospectus related to such Registration Statement to my having issued the
opinions expressed herein.
Very truly yours,
/s/ Vernon T. Squires
Vernon T. Squires
Senior Vice President and General Counsel
The ServiceMaster Company
6
EXHIBIT 23.2
Consent of Independent Public Accountants
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our report dated
January 24, 2000 included (or incorporated by reference) in The ServiceMaster
Company's Form 10-K for the year December 31, 1999 and to all references to our
Firm included in this registration statement.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Chicago, Illinois
March 28, 2000
7
EXHIBIT 24
Power of Attorney Dated July 22, 1999
Power of Attorney
I hereby appoint each of Vernon T. Squires or Steven C. Preston or Eric
R. Zarnikow or any other person occupying the office of General Counsel, Chief
Financial Officer, Treasurer with The ServiceMaster Company ("ServiceMaster") at
the time any action hereby authorized shall be taken to act as my
attorney-in-fact and agent for all purposes specified in this Power of Attorney.
I hereby authorize each person identified by name or office in the preceding
sentence (each of whom is herein called my "authorized representative") acting
alone to sign and file on my behalf in all capacities I may at any time have
with ServiceMaster (including but not limited to the position of director or any
officership position) all or any one or more of the registration statements
prepared under the Securities Act of 1933 identified in this Power of Attorney
and any pre-effective or post-effective amendment to any such registration
statement. I hereby authorize each authorized representative in my name and on
my behalf to execute every document and take every other action which such
authorized representative deems necessary or desirable in connection with any of
the registration statements identified in this Power of Attorney and any sale of
securities or other transaction accomplished by means of any such registration
statement.
This Power of Attorney applies to the following registration statements
which may be filed by ServiceMaster under the Securities Act of 1933: (i) a
registration statement on Form S-8 which registers common stock to be issued
pursuant to the ServiceMaster Profit Sharing and Retirement Plan.
This instrument shall remain in effect until and unless I shall give
written notice to ServiceMaster's President and Chief Executive Officer or
ServiceMaster's General Counsel or ServiceMaster's Chief Financial Officer of my
election to revoke this instrument. No such revocation shall be effective to
revoke the authority for any action taken pursuant to this Power of Attorney
prior to such delivery of such revocation.
This instrument shall be governed by the law of the State of Illinois.
Dated: July 22, 1999.
/s/ C. William Pollard
C. William Pollard
/s/ Carlos H. Cantu
Carlos H. Cantu
/s/ Phillip B. Rooney
Phillip B. Rooney
/s/ Charles W. Stair
Charles W. Stair
/s/ Paul W. Berezny, Jr.
Paul W. Berezny, Jr.
8
<PAGE>
/s/ Henry O. Boswell
Henry O. Boswell
/s/ Brian Griffiths
Brian Griffiths
/s/ Sidney E. Harris
Sidney E. Harris
/s/ Herbert P. Hess
Herbert P. Hess
/s/ Michelle M. Hunt
Michelle M. Hunt
/s/ Gunther H. Knoedler
Gunther H. Knoedler
/s/ James D. McLennan
James D. McLennan
/s/ Vincent C. Nelson
Vincent C. Nelson
/s/ Dallen W. Peterson
Dallen W. Peterson
/s/ Steven S Reinemund
Steven S Reinemund
/s/ Burton E. Sorensen
Burton E. Sorensen
/s/ David K. Wessner
David K. Wessner
9
<PAGE>
Power of Attorney Dated February 28, 2000
Power of Attorney
I hereby appoint each of Vernon T. Squires or Steven C. Preston or Eric
R. Zarnikow or any other person occupying the office of General Counsel, Chief
Financial Officer, Treasurer with The ServiceMaster Company ("ServiceMaster") at
the time any action hereby authorized shall be taken to act as my
attorney-in-fact and agent for all purposes specified in this Power of Attorney.
I hereby authorize each person identified by name or office in the preceding
sentence (each of whom is herein called my "authorized representative") acting
alone to sign and file on my behalf in all capacities I may at any time have
with ServiceMaster (including but not limited to the position of director or any
officership position) all or any one or more of the registration statements
prepared under the Securities Act of 1933 identified in this Power of Attorney
and any pre-effective or post-effective amendment to any such registration
statement. I hereby authorize each authorized representative in my name and on
my behalf to execute every document and take every other action which such
authorized representative deems necessary or desirable in connection with any of
the registration statements identified in this Power of Attorney and any sale of
securities or other transaction accomplished by means of any such registration
statement.
This Power of Attorney applies to the following registration statements
which may be filed by ServiceMaster under the Securities Act of 1933: (i) a
registration statement on Form S-8 which registers common stock to be issued
pursuant to the ServiceMaster Profit Sharing and Retirement Plan.
This instrument shall remain in effect until and unless I shall give
written notice to ServiceMaster's President and Chief Executive Officer or
ServiceMaster's General Counsel or ServiceMaster's Chief Financial Officer of my
election to revoke this instrument. No such revocation shall be effective to
revoke the authority for any action taken pursuant to this Power of Attorney
prior to such delivery of such revocation.
This instrument shall be governed by the law of the State of Illinois.
Dated: February 28, 2000.
/s/ Glenda A. Hatchett
Glenda A. Hatchett
10
