<PAGE> 1
As filed with the Securities and Exchange Commission on May 16, 1995
Sequential page 1 of __. Exhibit Index located at sequential page __.
Registration Statement No. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------
THE DAVEY TREE EXPERT COMPANY
(Exact name of registrant as specified in its charter)
OHIO 34-0176110
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
1500 North Mantua Street
P. O. Box 5193
Kent, Ohio 44240-5193
(Address of principal executive offices)
THE DAVEY TREE EXPERT COMPANY
1994 OMNIBUS STOCK PLAN
(Full title of the plan)
-----------------------
David E. Adante
Executive Vice President and Chief Financial Officer
The Davey Tree Expert Company
1500 North Mantua Street
P. O. Box 5193
Kent, Ohio 44240-5193
(216) 673-9511
(Name, address, and telephone number, including area code, of
agent for service)
-----------------------
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price per offering registration
registered registered share price fee
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Shares 1,000,000 shs. $24.38(1) $24,380,000(1) $8406.96(1)
$1 par value
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<FN>
(1) Estimated solely for purposes of calculating the registration fee
pursuant to Rule 457(h) under the Securities Act of 1933, as amended.
</TABLE>
<PAGE> 2
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents, which are on file with the
Securities and Exchange Commission (the "SEC"), are incorporated herein by
reference: The Davey Tree Expert Company (the "Registrant") Annual Report on
Form 10-K for the year ended December 31, 1994, filed pursuant to Section 13(a)
of the Securities Exchange Act of 1934, as amended (the "1934 Act").
All documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14, and 15(d) of the 1934 Act, prior to the
filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in the Registration
Statement and to be part hereof from the date of filing of such documents.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
William D. Ginn, a retired partner of Thompson, Hine and
Flory, is a director of the Registrant.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Registrant's Regulations provide for the
indemnification of present and former Directors and officers for expenses,
judgments, fines, and amounts paid in settlement incurred by them by reason of
the fact that they are or were Directors and officers if they acted in good
faith and in a manner they reasonably believed to be in or not opposed to the
best interest of the Registrant, subject to certain limitations. The Ohio
General Corporation Law contains similar provisions regarding the
indemnification of Directors and officers.
Item 8. EXHIBITS
The Exhibits to the Registration Statement are listed in
the Exhibit Index on page 6 of this Registration Statement.
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
<PAGE> 3
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; (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
clauses (i) and (ii) do not apply if the Registration Statement is on
Form S-3 or Form S-8, and the information required to be included in a
post-effective amendment by those clauses is contained in periodic
reports filed by the Registrant pursuant to Section 13 or Section 15(d)
of the 1934 Act 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 which
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 1934 Act (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the 1934
Act) 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
<PAGE> 4
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> 5
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 Kent, State of Ohio, on the 16th day
of May, 1995.
DAVEY TREE EXPERT COMPANY
By: /s/ David E. Adante
--------------------------------
David E. Adante, Executive Vice
President and Chief Financial
Officer
Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed below by the following
persons in the capacities and on the date indicated:
R. Douglas Cowan, Chief Executive Officer and Director
David E. Adante, Chief Financial Officer
Bradley L. Comport, Corporate Controller
R. Cary Blair, Director
Richard E. Dunn, Director
William D. Ginn, Director
Eugene W. Haupt, Director
John W. Joy, Director
James H. Miller, Director
Thomas Murdough, Jr., Director
James H. Pohl, Director
J Maurice Struchen, Director
The undersigned, by signing his name hereto, executes this
Form S-8 Registration Statement pursuant to Powers of Attorney executed by the
above-named Officers and Directors of the Registrant and filed with the
Securities and Exchange Commission.
By: /s/ David E. Adante
-----------------------
Date: May 16, 1995
<PAGE> 6
DAVEY TREE EXPERT COMPANY
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION SEQUENTIAL PAGE
- ------- ----------- ---------------
PAGE NO.
---------
<S> <C> <C>
4(a) 1991 Amended Articles of Incorporation of the N/A
Registrant (incorporated herein by reference to
Exhibit 3(a) to the Registrant's Annual Report on
Form 10-K for the year ended December 31, 1991).
4(b) 1991 Amended Regulations of the Registrant N/A
(incorporated herein by reference to page 14 to the
Registrant's definitive Proxy Statement for its 1991
Annual Meeting of Shareholders and sequential page
11 to the Registrant's Form 10-Q for the quarter
ended June 29, 1991).
5 Opinion of Thompson, Hine and Flory, as to the
legality of Common Shares being registered
23(a) Consent of Independent Auditors
23(b) Consent of Thompson, Hine and Flory set forth in N/A
their opinion referenced as Exhibit 5(a)
24(a) Power of Attorney of Directors
24(b) Power of Attorney of Officers
</TABLE>
<PAGE> 1
EXHIBIT 5
May 16, 1995
The Davey Tree Expert Company
1500 North Mantua Street
Kent, Ohio 44240
Gentlemen:
As counsel for The Davey Tree Expert Company, an Ohio
corporation (the "Company"), we are familiar with the Registration Statement on
Form S-8 (the "Registration Statement") to be filed by the Company with the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended, with respect to a maximum of 1 million Common Shares with
a par value of $1 each (the "Shares") to be issued under The Davey Tree Expert
Company 1994 Omnibus Stock Plan (the "Plan").
In connection with the foregoing, we have examined
the following:
1. The Articles of Incorporation and Regulations of
the Company, each as currently in effect;
2. The records relating to the organization of the
Company and such other records of corporate proceedings and such other
documents as we deemed it necessary to examine as a basis for the
opinions hereinafter expressed;
3. The Registration Statement (including Exhibits
thereto); and
4. Copies of the Plan, and the records of the
proceedings of the Board of Directors and shareholders of the Company
relating to the adoption and approval thereof.
Based upon that examination, we are of the opinion
that:
A. The Company is a corporation duly organized and
validly existing under the laws of the State of Ohio.
<PAGE> 2
B. The Shares have been duly authorized and, when
issued and delivered pursuant to the Plan and in the manner
contemplated by the Registration Statement, will be validly issued,
fully paid, and non-assessable.
We hereby consent to the filing of this Opinion as
Exhibit 5(a) to the Registration Statement and to the use of our name therein.
Very truly yours,
/s/ Thompson Hine and Flory
----------------------------
<PAGE> 1
EXHIBIT 23(a)
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration
Statement of The Davey Tree Expert Company on Form S-8 relating to The Davey
Tree Expert Company 1994 Omnibus Stock Plan of our report dated February 17,
1995, appearing in the Annual Report on Form 10-K of The Davey Tree Expert
Company for the year ended December 31, 1994.
/s/ Deloitte & Touche
--------------------------
DELOITTE & TOUCHE
May 12, 1995
<PAGE> 1
EXHIBIT 24(a)
POWER OF ATTORNEY OF DIRECTORS
Each of the undersigned Directors of The Davey Tree Expert
Company hereby appoints David E. Adante, William D. Ginn, James R. Carlson,
and each of them as his attorney-in-fact, to execute, in his name and in his
capacity as a Director, and to file a Registration Statement on Form S-8
relating to the Common Shares to be issued under The Davey Tree Expert Company
1994 Omnibus Stock Plan, and any amendment (including post-effective amendment)
or supplement thereto.
/s/ R. Douglas Cowan /s/ R. Cary Blair
- ------------------------- ----------------------
R. Douglas Cowan, Director R. Cary Blair, Director
/s/ Richard E. Dunn /s/ William D. Ginn
- ------------------------ ------------------------
Richard E. Dunn, Director William D. Ginn, Director
/s/ Eugene W. Haupt /s/ John W. Joy
- ------------------------ --------------------
Eugene W. Haupt, Director John W. Joy, Director
/s/ James H. Miller /s/ Thomas Murdough, Jr.
- ------------------------ -----------------------------
James H. Miller, Director Thomas Murdough, Jr., Director
/s/ James H. Pohl /s/ J Maurice Struchen
- ---------------------- ---------------------------
James H. Pohl, Director J Maurice Struchen, Director
<PAGE> 1
EXHIBIT 24(b)
POWER OF ATTORNEY OF OFFICERS
Each of the undersigned officers of The Davey Tree Expert
Company hereby appoints David E. Adante, William D. Ginn, James R. Carlson,
and each of them as his attorney-in-fact, to execute, in his name and in the
capacity indicated below, and to file a Registration Statement on Form S-8
relating to the Common Shares to be issued under The Davey Tree Expert Company
1994 Omnibus Stock Plan, and any amendment (including post-effective amendment)
or supplement thereto.
/s/ R. Douglas Cowan /s/ David E. Adante
- ------------------------- ------------------------
R. Douglas Cowan, Chief David E. Adante, Chief
Executive Officer Financial Officer
/s/ Bradley L. Comport
----------------------------
Bradley L. Comport,
Corporate Controller
