As filed with the Securities and Exchange Commission on January 3, 2001.
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)
------------------------------
ServiceMaster Deferred Compensation Plan
ServiceMaster Employee Share Purchase Plan
ServiceMaster Employee Share Purchase Plan International Trust
The ServiceMaster Company 1998 Non-Employee Directors
Discounted Stock Option Plan
(Full titles of the plans)
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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<TABLE>
CALCULATION OF THE REGISTRATION FEE
<CAPTION>
Proposed Proposed
Titles of maximum maximum Amount of
securities Amount to be offering aggregate registration
to be registered price offering
registered per unit price
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<S> <C> <C> <C> <C> <C> <C> <C>
Common stock 41,580 (1)(2) $15.7392(3) $654,436 (3) $164 (3)
Common stock 27,962 (1)(2) $19.3588(3) $541,311 (3) $135 (3)
Common stock 35,022 (1)(2) $18.0413(3) $631,842 (3) $158 (3)
Common stock 33,528 (1)(2) $18.6788(3) $626,263 (3) $157 (3)
Common stock 38,237 (1)(2) $17.1913(3) $657,344 (3) $164 (3)
Common stock 25,553 (1)(2) $15.5231(3) $396,662 (3) $99 (3)
Common stock 49,235 (1)(2) $13.2068(3) $650,237 (3) $163 (3)
Common stock 9,097 (1)(2) $9.7325(3) $88,537 (3) $22 (3)
Common stock 43,358 (1)(2) $9.7856(3) $424,284 (3) $106 (3)
Common stock 48,667 (1)(2) $10.2319(3) $47,752 (3) $12 (3)
Common stock 56,392 (1)(2) $8.4788(3) $478,136 (3) $120 (3)
Common stock 2,015,000 (1)(2) $10.3800(4) $20,915,700 (4) $5,229 (4)
Common stock 341,369 (1)(2) $10.3800(4) $3,543,410 (4) $886 (4)
Deferred
Compensation
Obligations $15,000,000 (5) n/a(5) $15,000,000 (5) $3,750
Total Fee $11,165
</TABLE>
(1) This registration statement reflects the 3 for 2 stock split paid on August
26, 1998 to stockholders of record on August 12, 1998. Pursuant to Rule 416
under the Securities Act of 1933, this registration statement shall be
deemed to cover any additional shares issuable pursuant to the antidilution
provisions of The ServiceMaster Company 1998 Non-Employee Directors
Discounted Stock Option Plan by reason of share splits, share dividends,
mergers and other capital changes.
(2) Of the Common Stock being registered, 2,000,000 shares relate to the
ServiceMaster Employee Share Purchase Plan, 15,000 shares relate to the
ServiceMaster Employee Share Purchase Plan International Trust, and 750,000
shares relate to The ServiceMaster Company 1998 Non-Employee Directors
Discounted Stock Option Plan.
(3) Calculated pursuant to Rule 457(h) under the Securities Act of 1933.
(4) Calculated pursuant to Rule 457(c) under the Securities Act of 1933 and
based upon the average high and low sale prices of the common stock
reported on the New York Stock Exchange on December 28, 2000.
(5) The Deferred Compensation Obligations are unsecured obligations of The
ServiceMaster Company to pay deferred compensation in the future in
accordance with the terms of the ServiceMaster Deferred Compensation Plan.
Participants in the Plan may elect from among various investment options,
including common stock. These investments will accrue earnings (or losses)
on the obligations based on their respective performance.
<PAGE>
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. All other reports filed pursuant to Section 13(a) or 15(d) of
the Exchange Act since December 31, 1999; and
3. 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"). Any statement contained in an incorporated document
shall be deemed to be modified or superseded for this purpose 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 such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
registration statement.
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<PAGE>
Item 4. Description of Securities.
The $15,000,000 of deferred compensation obligations (the
"Obligations") being registered under this Registration Statement may be offered
to certain eligible employees of ServiceMaster and its subsidiaries pursuant to
the ServiceMaster Deferred Compensation Plan (the "Deferred Compensation Plan").
The Obligations are general unsecured obligations of ServiceMaster to
pay deferred compensation in the future in accordance with the terms of the
Deferred Compensation Plan from the general assets of ServiceMaster and rank
pari passu with other unsecured and unsubordinated indebtedness of ServiceMaster
from time to time outstanding. ServiceMaster has established a trust to hold
assets contributed under the Deferred Compensation Plan. However, these assets
remain general assets of ServiceMaster and rank pari passu with other unsecured
and unsubordinated indebtedness of ServiceMaster from time to time outstanding.
The amount of compensation deferred by each participant is determined
in accordance with each participant's deferral election and the provisions of
the Deferred Compensation Plan. The Deferred Compensation Plan provides the
investment of each participant's deferral account in such investments as the
participant may have elected from among various investment options in each
Deferred Compensation Plan year. One such investment is the Common Stock of
ServiceMaster ("ServiceMaster Stock"). Currently, a participant's deferral
account is indexed to the investment elections made by such participant in
accordance with the Deferred Compensation Plan. The Obligations are bookkeeping
accounts, the returns on which are measured by the performance of certain
investment vehicles. Participants cannot sell, assign, transfer, pledge, or
otherwise encumber any Obligations. All deferral accounts together with earnings
thereon will be payable upon the termination of the deferral period, retirement,
death, disability or termination of employment in a single lump sum or, at the
election of the participant, in annual installments in accordance with the terms
of the Deferred Compensation Plan.
ServiceMaster reserves the right to amend or terminate the Deferred
Compensation Plan at any time, except that no amendment or termination may
adversely affect the rights of any participant with respect to amounts that have
been credited to a participant's account prior to the date of amendment or
termination.
2
<PAGE>
The Obligations are not convertible into any other security of
ServiceMaster. The Obligations will not have the benefit of a negative pledge or
any other affirmative or negative covenant of ServiceMaster.
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.
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 limits the personal liability of its directors and
officers and provides for indemnification of its directors and officers against
certain liabilities. The Delaware General Corporation Law 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:
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<PAGE>
(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. 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.
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<PAGE>
(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.
(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.
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<PAGE>
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 Downers Grove, State of Illinois on this 3rd day of
January, 2001.
THE SERVICEMASTER COMPANY
By: /s/ Jim L. Kaput
------------------------------------
Jim L. Kaput
Senior Vice President
and General Counsel
Pursuant to the requirements of the Securities Act of 1933, the
following persons in the capacities indicated signed this Registration Statement
on January 3, 2001.
Signature Title
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* 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
Carlos H. Cantu
* Director
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Paul W. Berezny, Jr.
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<PAGE>
* 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
* Director
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Vincent C. Nelson
* Director
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Dallen W. Peterson
* Director
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Donald G. Soderquist
* Director
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Charles W. Stair
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<PAGE>
* 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
--------------------------------------
Jim L. Kaput
Attorney-in-Fact
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<PAGE>
EXHIBIT INDEX
Exhibit Description
No.
------ ---------------------------------------------------------------------
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 Deferred Compensation Plan.
4.4* Form of Election Form for ServiceMaster Deferred Compensation Plan.
4.5 ServiceMaster Employee Share Purchase Plan is incorporated by
reference to Exhibit 10 to the Second Post-Effective Amendment to
Form S-8, dated May 13, 1987, of ServiceMaster Limited Partnership
(Commission File No. 2-75851).
4.6* ServiceMaster Employee Share Purchase Plan
International Trust.
4.7 The ServiceMaster Company 1998 Non-Employee Directors Discounted
Stock Option Plan is incorporated by reference to Exhibit B to the
March 25, 1998 Proxy Statement relating to The ServiceMaster Company
1998 Annual Meeting of Shareholders held May 1, 1998 (Commission File
No. 1-14762).
5* Opinion of Counsel
23.1* Consent of Arthur Andersen LLP
23.2* Consent of Counsel (included in Exhibit 5)
24* Powers of Attorney
*Filed herewith
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