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File No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
H&R BLOCK, INC.
(Exact name of registrant as specified in its charter)
MISSOURI 44-0607856
(State of Incorporation) (I.R.S. Employer
Identification No.)
4400 MAIN STREET
KANSAS CITY, MISSOURI 64111
(Address of Principal Executive Offices)
H&R BLOCK STOCK PLAN FOR NON-EMPLOYEE DIRECTORS
(Full Title of Plan)
James H. Ingraham, Secretary
H&R Block, Inc.
4400 Main Street
Kansas City, Missouri 64111
816-753-6900
(Name, address, and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Title of Amount maximum maximum Amount of
securities to be to be offering price aggregate registration
registered registered(1) per share(2) offering price(2) fee(2)
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 300,000 $42.7813 $12,834,390.00 $3,786.15
without par
value
</TABLE>
(1) Plus such additional indeterminate number of shares as may be issuable
pursuant to the anti-dilution provisions of the registrant's Stock Plan for
Non-Employee Directors.
(2) Calculated in accordance with the provisions of Rule 457(c) and (h)(1)
pertaining to employee benefit plans using the average of the high and low
prices as reported by the New York Stock Exchange as of December 9, 1997.
Approximate date of proposed commencement of sales pursuant to the Plan: Upon
issuance of stock in payment of stock units under the Plan.
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The documents listed below are incorporated by reference into this
Registration Statement and all documents subsequently filed pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended (the "Act"), prior to the filing of a post-effective amendment which
indicates that all securities have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing such documents.
(a) The registrant's Annual Report on Form 10-K/A, Amendment No.
2, filed pursuant to Section 13(a) or 15(d) of the Act which
contains, either directly or by incorporation by reference, audited
financial statements for the registrant's fiscal year ended April
30, 1997;
(b) All other reports filed pursuant to Section 13(a) or 15(d) of
the Act since the end of the fiscal year covered by the Annual
Report referred to in (a) above;
(c) The description of the registrant's Common Stock which is
contained in the registrant's Registration Statement on Form 8-C
dated August 6, 1969, the description of the registrant's Common
Stock contained in the prospectus which is a part of the
registrant's Registration Statement on Form S-14 (File No. 2-66751)
effective April 7, 1980, and any amendment or report filed for the
purpose of updating such description.
Item 4. DESCRIPTION OF SECURITIES.
The class of securities to be offered is registered under Section 12 of
the Securities Exchange Act of 1934 and, therefore, a description of the
securities pursuant to Item 202 of Regulation S-K is not required.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
No expert named in the Registration Statement or counsel for the
registrant has, or is to receive in connection with the offering a substantial
interest, direct or indirect, in the registrant or any of its subsidiaries.
James H. Ingraham, who has rendered an opinion of counsel as to the legality of
the securities being registered (Exhibit 5 hereto), is employed by a subsidiary
of the registrant and is Vice President, Legal and Secretary of the registrant.
<PAGE> 3
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 351.355 of the General and Business Corporation Law of
Missouri provides as follows:
"351.355. 1. A corporation created under the laws of this
state 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 he 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 him in connection with
such action, suit or proceeding if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was
unlawful. The termination of any action, suit or proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent, shall not, of itself, create a presumption
that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.
"2. The 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 he 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,
and amounts paid in settlement actually and reasonably incurred by him
in connection with the defense or settlement of the action or suit if he
acted in good faith and in a manner he reasonably believed to be in or
not opposed to the best interests of the corporation; except that no
indemnification shall be made in respect of any claim, issue or matter
as to which such person shall have been adjudged to be liable for
negligence or misconduct in the performance of his duty to the
corporation unless and only to the extent that the court in which the
action or suit was brought determines upon application that despite the
adjudication of liability and in view of all the circumstances of the
case, the person is fairly and reasonably entitled to indemnity for such
expenses which the court shall deem proper.
"3. To the extent that a director, officer, employee or agent
of the corporation has been successful on the merits or otherwise in
defense of any action, suit or proceeding referred to in subsections 1
and 2 of this section, or in defense of any claim, issue or matter
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therein, he shall be indemnified against expenses, including attorneys'
fees, actually and reasonably incurred by him in connection with the
action, suit or proceeding.
"4. Any indemnification under subsections 1 and 2 of this
section, unless ordered by a court, shall be made by the corporation
only as authorized in the specific case upon a determination that
indemnification of the director, officer, employee or agent is proper in
the circumstances because he has met the applicable standard of conduct
set forth in this section. The determination shall be made by the board
of directors by a majority vote of a quorum consisting of directors who
were not parties to this action, suit or proceeding, or if such a quorum
is not obtainable, or even if obtainable a quorum of disinterested
directors so directs, by independent legal counsel in a written opinion,
or by the shareholders.
"5. Expenses incurred in defending a civil or criminal action,
suit or proceeding may be paid by the corporation in advance of the
final disposition of the action, suit or proceeding as authorized by the
board of directors in the specific case upon receipt of an undertaking
by or on behalf of the director, officer, employee or agent to repay
such amount unless it shall ultimately be determined that he is entitled
to be indemnified by the corporation as authorized in this section.
"6. The indemnification provided by this section shall not be
deemed exclusive of any other rights to which those seeking
indemnification may be entitled under the articles of incorporation or
bylaws or any agreement, vote of shareholders or disinterested directors
or otherwise, both as to action in his official capacity and as to
action in another capacity while holding such office, and shall continue
as to a person who has ceased to be a director, officer, employee or
agent and shall inure to the benefit of the heirs, executors and
administrators of such a person.
"7. A corporation created under the laws of this state shall
have the power to give any further indemnity, in addition to the
indemnity authorized or contemplated under other subsections of this
section, including subsection 6, to any person who is or was a director,
officer, employee or agent, or to any person who 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, provided such further indemnity is either (i) authorized,
directed or provided for in the articles of incorporation of the
corporation or any duly adopted amendment thereof or (ii) is authorized,
directed or provided for in any bylaw or agreement of the corporation
which has been adopted by a vote of the shareholders of the corporation,
and provided further that no such indemnity shall indemnify any person
from or on account of such person's conduct which was finally adjudged
to have been knowingly fraudulent, deliberately dishonest or willful
misconduct. Nothing in this subsection shall be deemed to limit the
power of the corporation under subsection 6 of this section to enact
bylaws or to enter into agreements without shareholder adoption of the
same.
"8. The corporation may purchase and maintain insurance on
behalf of any person who 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
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corporation, partnership, joint venture, trust or other enterprise
against any liability asserted against him and incurred by him in any
such capacity, or arising out of his status as such, whether or not the
corporation would have the power to indemnify him against such liability
under the provisions of this section.
"9. Any provision of this chapter to the contrary
notwithstanding, the provisions of this section shall apply to all
existing and new domestic corporations, including, but not limited to,
banks, trust companies, insurance companies, building and loan
associations, savings bank and safe deposit companies, mortgage loan
companies, corporations formed for benevolent, religious, scientific or
educational purposes and nonprofit corporations.
"10. For the purpose of this section, references to 'the
corporation' include all constituent corporations absorbed in a
consolidation or merger as well as the resulting or surviving
corporation so that any person who is or was a director, officer,
employee or agent of such a constituent corporation or is or was serving
at the request of such constituent corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture,
trust or other enterprise shall stand in the same position under the
provisions of this section with respect to the resulting or surviving
corporation as he would if he had served the resulting or surviving
corporation in the same capacity.
"11. For purposes of this section, the term 'other enterprise'
shall include employee benefit plans; the term 'fines' shall include any
excise taxes assessed on a person with respect to an employee benefit
plan; and the term 'serving at the request of the corporation' shall
include any service as a director, officer, employee or agent of the
corporation which imposes duties on, or involves services by, such
director, officer, employee or agent with respect to an employee benefit
plan, its participants or beneficiaries; and a person who acted in good
faith and in a manner he reasonably believed to be in the interest of
the participants and beneficiaries of an employee benefit plan shall be
deemed to have acted in a manner 'not opposed to the best interests of
the corporation' as referred to in this section."
Section 23 of the registrant's current Bylaws contains
provisions which are essentially the same as the provisions of the Missouri
statute, except that only a person who is or was a director or officer of the
registrant, or is or was serving at the registrant's request as a director or
officer of another corporation, partnership, joint venture, trust or other
enterprise may be indemnified. In addition, the Bylaws permit the registrant
to enter into indemnification agreements with its directors and officers. The
form of indemnification agreement approved by the registrant's shareholders and
incorporated into the Bylaws provides that indemnity is mandatory in all cases
unless it is determined by the court that the director's or officer's conduct
was knowingly fraudulent, deliberately dishonest or that it constituted willful
misconduct. In addition, no indemnification is provided if a court determines
that such indemnification would not be lawful or if a judgment is rendered
against the director or officer for an accounting of profits made as a result
of the director's or officer's purchase and sale or sale and purchase of the
registrant's securities pursuant to the provisions of Section 16(b) of the
Securities Exchange Act of 1934 and amendments thereto. The indemnification
agreement also requires the registrant to purchase and maintain a policy or
policies of directors and officers liability insurance providing, in all
respects, coverage at least comparable
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to that maintained by the registrant at the date of the agreement except that
the registrant is not required to maintain such insurance if the registrant
notifies the director or officer in writing within five business days after the
making of the decision to not renew or replace the insurance policy or
policies or any portion of the coverage provided by such policy or policies.
The registrant's Bylaws are filed as Exhibit 3(b) to the registrant's annual
report on Form 10-K for the fiscal year ended April 30, 1995, and Section 23 of
such Bylaws is incorporated by reference herein.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
No restricted securities are to be reoffered or resold pursuant to
this Registration Statement and, therefore, no exemption from registration is
claimed.
Item 8. EXHIBITS.
The exhibits filed as part of the Registration Statement are as
follows:
4(a) Restated Articles of Incorporation of H&R Block, Inc., as amended, filed
as Exhibit 3(b) to the registrant's quarterly report on Form 10-Q for the
quarter ended October 31, 1996, are incorporated by reference.
4(b) Bylaws of H&R Block, Inc., as amended, filed as Exhibit 3(b) to the
registrant's annual report on Form 10-K for the fiscal year ended April
30, 1995, are incorporated by reference.
4(c) Conformed copy of Rights Agreement dated as of July 14, 1988, between H&R
Block, Inc., and Centerre Trust Company of St. Louis, filed on August 9,
1993, as Exhibit 4(c) to the registrant's Registration Statement on Form
S-8 (File No. 33-67170), is incorporated by reference.
4(d) Copy of Amendment to Rights Agreement dated as of May 9, 1990, between
H&R Block, Inc., and Boatmen's Trust Company, filed as Exhibit 4(b) to the
registrant's annual report on Form 10-K for the fiscal year ended April
30, 1995, is incorporated by reference.
4(e) Copy of Second Amendment to Rights Agreement dated September 11, 1991,
between H&R Block, Inc., and Boatmen's Trust Company, filed as Exhibit
4(c) to the registrant's annual report on Form 10-K for the fiscal year
ended April 30, 1995, is incorporated by reference.
4(f) Copy of Third Amendment to Rights Agreement dated May 10, 1995, between
H&R Block, Inc. and Boatmen's Trust Company, filed as Exhibit 4(d) to the
registrant's annual report on Form 10-K for the fiscal year ended April
30, 1995, is incorporated by reference.
4(g) Form of Certificate of Designation, Preferences and Rights of
Participating Preferred Stock of H&R Block, Inc., filed as Exhibit 4(e) to
the registrant's annual report on Form 10-K for the fiscal year ended
April 30, 1995, is incorporated by reference.
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4(h) Form of Certificate of Designation, Preferences and Rights of Delayed
Convertible Preferred Stock of H&R Block, Inc., filed as Exhibit 4(f) to
the registrant's annual report on Form 10-K for the fiscal year ended
April 30, 1995, is incorporated by reference.
5 Opinion of counsel as to the legality of the securities being registered
and the consent of such counsel.
23 The consent of Deloitte & Touche LLP, Certified Public Accountants (the
consent of counsel is contained in the opinion filed as Exhibit 5 hereto).
99 H&R Block Stock Plan for Non-Employee Directors, filed as Exhibit 10(e)
to the registrant's quarterly report on Form 10-Q for the quarter ended
October 31, 1997, is incorporated by reference.
Item 9. UNDERTAKINGS.
(1) The undersigned registrant hereby undertakes 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) The undersigned registrant hereby undertakes 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) The undersigned registrant hereby undertakes to remove from
registration by means of post-effective amendment any of the securities being
registered which remain unsold at the termination of the offering.
(4) If the registrant is a foreign private issuer, to file a
post-effective amendment to the Registration Statement to include any financial
statements required by 3-19 of Regulation S-X at the start of any delayed
offering or throughout a continuous offering.
(5) 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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(6) 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
The Registrant. 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, and the State of
Missouri, on this 25th of November, 1997.
H&R BLOCK, INC.
---------------
By /s/ Frank L. Salizzoni
--------------------------
Frank L. Salizzoni, President
and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Henry W. Bloch and Frank L. Salizzoni, or either
one of them, his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, 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 the Registration Statement on Form S-8 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 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 they might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or either of them, or their substitutes, may lawfully do or cause to be
done by virtue hereof.
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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 dates indicated.
Signature Title Date
---------------------- ------------------------------- --------
/s/ Frank L. Salizzoni President, Chief Executive 11/25/97
---------------------- Officer and Director (principal -------
Frank L. Salizzoni executive officer)
/s/ G. Kenneth Baum Director 11/24/97
---------------------- -------
G. Kenneth Baum
/s/ Henry W. Bloch Director 11/24/97
--------------------- --------
Henry W. Bloch
/s/ Robert E. Davis Director 11/24/97
--------------------- --------
Robert E. Davis
/s/ Donna R. Ecton Director 11/24/97
--------------------- --------
Donna R. Ecton
Director
--------------------- --------
Henry F. Frigon
/s/ Roger W. Hale Director 11/25/97
--------------------- --------
Roger W. Hale
/s/ Marvin L. Rich Director 11/25/97
--------------------- --------
Marvin L. Rich
/s/ Morton I. Sosland Director 11/24/97
--------------------- --------
Morton I. Sosland
<PAGE> 11
Signature Title Date
--------------------- ------------------------------- -------
/s/ Ozzie Wenich Senior Vice President, Chief 12/2/97
--------------------- Financial Officer and Treasurer -------
Ozzie Wenich (principal financial officer)
/s/ Patrick D. Petrie Vice President and 12/2/97
--------------------- Corporate Controller -------
Patrick D. Petrie (principal accounting officer)
<PAGE> 1
EXHIBIT 5
OPINION OF COUNSEL
I refer to the Registration Statement on Form S-8 of H&R Block, Inc., a
Missouri corporation (the "Company"), to be filed with the Securities and
Exchange Commission in order to register under the Securities Act of 1933, as
amended, the offering and issuance of 300,000 shares of the Company's Common
Stock, without par value, pursuant to the Company's Stock Plan for Non-Employee
Directors (the "Plan").
I have examined the Articles of Incorporation and the Bylaws of the
Company, each as amended to date, copies of the Plan, and such other documents
and records as I have deemed relevant for purposes of this Opinion.
Based upon the foregoing, it is my opinion that:
1. The Company is duly organized, existing and in good standing under the
laws of the State of Missouri.
2. The Company is authorized to issue 400,000,000 shares of Common Stock,
without par value, of which 104,983,334 shares of Common Stock were issued and
outstanding at December 1, 1997.
3. The presently issued and outstanding shares of Common Stock of the
Company have been duly authorized and legally issued and are fully paid and
non-assessable.
4. The shares of Common Stock issuable under the Plan have been duly
authorized and reserved for issuance and, when issued for the consideration
specified in the Plan, will be legally issued, fully paid and non-assessable.
I am employed by HRB Management, Inc., a subsidiary of the Company, and I
serve as the Company's Vice President, Legal and Secretary.
I consent to the inclusion in said Registration Statement of my foregoing
opinion filed as Exhibit 5 thereto.
Dated: December 10, 1997.
/s/ James H. Ingraham
---------------------
James H. Ingraham
Vice President, Legal
and Secretary
H&R Block, Inc.
<PAGE> 1
EXHIBIT 23
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
H&R Block, Inc. and subsidiaries on Form S-8 (relating to shares of Common
Stock issuable under the Company's Stock Plan for Non-Employee Directors) of
our reports dated June 17, 1997, appearing in and incorporated by reference in
the Annual Report on Form 10-K/A Amendment Number 2 of H&R Block, Inc. and
subsidiaries for the year ended April 30, 1997.
/s/ Deloitte & Touche LLP
Kansas City, Missouri
December 12, 1997
