<PAGE> 1
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, INC. 2000 EMPLOYEE STOCK PURCHASE PLAN
(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 maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
regisered registered(1) per share(2) price(2) fee(2)
<S> <C> <C> <C> <C>
--------------------------------------------------------------------------------------------------------------------
Common Stock, without
par value 3,000,000 $31.875(3) $95,625,000.00 $25,245.00
--------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Plus such additional indeterminate number of shares as may be issuable
pursuant to the anti-dilution provisions of the registrant's 2000 Employee Stock
Purchase Plan. In addition, 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 H&R Block, Inc. 2000 Employee
Stock Purchase Plan.
(2) Calculated in accordance with the provisions of Rule 457(h)(1) pertaining to
employee benefit plans.
(3) Estimated pursuant to Rule 457(c)and (h), and based on the average of the
high and low prices on July 27, 2000, as reported by the New York Stock
Exchange.
<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 "1934 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 filed pursuant to
Sections 13(a) or 15(d) of the 1934 Act which contains, either
directly or by incorporation by reference, audited financial
statements for the registrant's fiscal year ended April 30,
2000;
(b) All other reports filed pursuant to Section 13(a) or 15(d) of
the 1934 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 1934 Act 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, General Counsel 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
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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
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
<PAGE> 5
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
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
<PAGE> 6
'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 Amended and Restated
Bylaws, as amended ("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 1934 Act 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 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 3.1 to the registrant's quarterly report on Form 10-Q for the fiscal
quarter ended October 31, 1999, 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
<PAGE> 7
Statement are as follows:
4.1 Restated Articles of Incorporation of H&R Block, Inc., as amended,
filed as Exhibit 3(b) to the Company's quarterly report on Form 10-Q
for the quarter ended October 31, 1996, are incorporated by reference.
4.2 Amended and Restated Bylaws of H&R Block, Inc., as amended, filed as
Exhibit 3.1 to the Company's quarterly report on Form 10-Q for the
quarter ended October 31, 1999, are 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 PricewaterhouseCoopers LLP, independent public
accountants (the consent of counsel is contained in the opinion filed
as Exhibit 5 hereto).
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:
(a) to include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(b) 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; and
(c) 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 items (1)(a) and (1)(b) of this undertaking do not apply
if the registration statement is on Form S-8 and the information required to be
included in the 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 1934 Act.
(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
<PAGE> 8
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) 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.
(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.
<PAGE> 9
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 require-ments 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
24th day of July, 2000.
H&R BLOCK, INC.
-------------------------------
By /s/ Frank L. Salizzoni
-----------------------------
Frank L. Salizzoni
Chief Executive Officer
------------------------------------
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Frank L. Salizzoni and Mark A. Ernst, 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.
------------------------------------
<PAGE> 10
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.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Frank L. Salizzoni Chief Executive 7/24/00
-------------------------------- Officer and ----------
Frank L. Salizzoni Director
(principal executive
officer)
/s/ G. Kenneth Baum Director 7/25/00
-------------------------------- ----------
G. Kenneth Baum
/s/ Henry W. Bloch Director 7/24/00
-------------------------------- ----------
Henry W. Bloch
/s/ Robert E. Davis Director 7/24/00
-------------------------------- ----------
Robert E. Davis
/s/ Donna R. Ecton Director 7/26/00
-------------------------------- ----------
Donna R. Ecton
/s/ Mark A. Ernst Director 7/24/00
-------------------------------- ----------
Mark A. Ernst
/s/ Henry F. Frigon Director 7/24/00
-------------------------------- ----------
Henry F. Frigon
Director
-------------------------------- ----------
Roger W. Hale
/s/ Louis W. Smith Director 7/26/00
-------------------------------- ----------
Louis W. Smith
/s/ Morton I. Sosland Director 7/25/00
-------------------------------- ----------
Morton I. Sosland
</TABLE>
<PAGE> 11
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Frank J. Cotroneo Senior Vice 7/27/00
-------------------------------- President and ----------
Frank J. Cotroneo Chief Financial Officer
(principal financial
officer)
/s/ Cheryl L. Givens Vice President 7/28/00
-------------------------------- and Corporate ----------
Cheryl L. Givens Controller
(principal accounting
officer)
</TABLE>
<PAGE> 12
THE PLAN. Pursuant to the requirements of the Securities Act of 1933, the
administrators of the H&R Block, Inc. 2000 Employee Stock Purchase Plan have
duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Paradise Valley, State of
Arizona, on the 27th day of July, 2000.
The H&R BLOCK, INC. 2000 EMPLOYEE STOCK PURCHASE PLAN
By: /s/ Donna R. Ecton
-----------------------------
Donna R. Ecton
Director, H&R Block, Inc. and
Member, Compensation Committee of the Board of Directors of
H&R Block, Inc.
