As filed with the Securities and Exchange Commission on October 29, 1996.
Registration No. 333-_________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------------------------
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
----------------------------------------
PRE-PAID LEGAL SERVICES, INC.
(Name of registrant as specified in its charter)
Oklahoma 321 East Main Street 73-1016728
(State or jurisdiction of Ada, Oklahoma 74820 (I.R.S. Employer
incorporation or organization) (405) 436-1234 Identification No.)
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
Randy Harp
321 East Main Street
Ada, Oklahoma 74820
(405) 436-1234
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
Copy to:
J. Bradford Hammond, Esq.
Crowe & Dunlevy, A Professional Corporation
500 Kennedy Building
321 South Boston
Tulsa, Oklahoma 74103-3133
(918) 592-9800
Approximate date of commencement of proposed sale to the public: From
time to time after the Registration Statement becomes effective.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
Proposed
Proposed Maximum
Title of Each Class of Amount to Maximum Aggregate Amount of
Securities to be be Offering Price Offering Registration
Registered Registered Per Share(2) Price(2) Fee
- --------------------------------------------------------------------------------
Common Stock 328,531(1) $11.94 $3,922,660 $1,189
- --------------------------------------------------------------------------------
(1) Certain of the shares of Common Stock being registered hereby are
issuable upon exercise of warrants to purchase Common Stock of the
Registrant. There is also being registered hereby an indeterminable
number of shares of Common Stock as may become issuable pursuant to the
antidilution provisions governing such warrants.
(2) Estimated in accordance with Rule 457(c) solely for the purpose of
calculating the registration fee, based on the average of the high and
low sales prices of the Common Stock as reported on the American Stock
Exchange on October 24, 1996.
----------------------------------------
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>
PROSPECTUS
PRE-PAID LEGAL SERVICES, INC.
COMMON STOCK
This Prospectus relates to up to 328,531 shares of common stock, $0.01
par value per share ("Common Stock"), of Pre-Paid Legal Services, Inc. (the
"Company") which may be offered and sold from time to time by certain persons
named herein (the "Selling Shareholders"). The shares included in this
Prospectus for offer and sale by the Selling Shareholders consist of outstanding
shares of Common Stock and shares of Common Stock issuable upon exercise of
certain warrants of the Company. For more information, see "Selling
Shareholders" elsewhere herein.
The distribution of the shares included in this Prospectus by each
Selling Shareholder may be effected from time to time in one or more
transactions which may involve individual or private transactions, transactions
on the American Stock Exchange ("AMEX"), negotiated transactions or otherwise,
at market prices prevailing at the time of sale, at prices relating to such
prevailing market prices or at negotiated prices. In connection with such
transactions, the Selling Shareholders may employ dealers or agents who may
receive commissions for sales made by them. Additionally, dealers or agents may
acquire the shares or interests therein as pledgee and may, from time to time,
effect distributions of such shares or interests in such capacity.
No part of the proceeds of the sale by the Selling Shareholders of the
shares included in this Prospectus will be received by the Company. The Company
will bear expenses in connection with the offering of the shares estimated to be
approximately $7,000.
The Common Stock of the Company is listed on the AMEX under the symbol
"PPD."
- --------------------------------------------------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
- --------------------------------------------------------------------------------
The date of this Prospectus is _______, 1996.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy and information statements and other
information with the Securities and Exchange Commission (the "Commission"). Such
reports, proxy and information statements and other information filed by the
Company may be inspected and copied at the public reference facilities
maintained by the Commission at 450 Fifth Street, N.W., Room 1024, Judiciary
Plaza, Washington, D.C. 20549, and at the following Regional Offices of the
Commission, except that copies of the exhibits may not be available at certain
of the Regional Offices: Chicago Regional Office, Citicorp Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661-2511; and New York Regional
Office, 7 World Trade Center, Suite 1300, New York, New York 10048. Copies of
such material may also be obtained by mail at prescribed rates from the Public
Reference Section of the Commission at 450 Fifth Street, N.W., Room 1024,
Judiciary Plaza, Washington, D.C. 20549. The Commission also maintains a site on
the worldwide web at "www.sec.gov." The Common Stock of the Company is listed on
the American Stock Exchange, and reports, proxy statements and other information
may also be inspected at the public reference facility maintained by that
exchange.
The Company has filed with the Commission a Registration Statement on
Form S-3 (the "Registration Statement") under the Securities Act of 1933, as
amended (the "Securities Act"), with respect to the securities included in this
Prospectus. This Prospectus, which constitutes a part of the Registration
Statement, does not contain all of the information set forth in the Registration
Statement and the exhibits thereto, to which reference is hereby made. Any
interested party may inspect the Registration Statement, and the exhibits
thereto, without charge, at the public reference facilities of the Commission
and may obtain copies of all or any portion of the Registration Statement from
the Commission upon payment of the prescribed fees.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission are
incorporated by reference in this Prospectus:
1. The Company's Annual Report on Form 10-KSB for the year ended
December 31, 1995.
2. The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1996.
3. The Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1996.
4. The Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1996.
5. The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A dated October 10,
1986, as amended by the Company's Current Report on Form 8-K dated
as of July 20, 1994.
In addition, all documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange 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 this Prospectus and to be a part hereof from
the date of filing of such documents. The Company will provide without charge to
each person to whom this Prospectus is delivered, upon written or oral request,
a copy of any or all of the foregoing documents incorporated herein by reference
(other than exhibits to such documents). Requests should be made to Pre-Paid
Legal Services, Inc., Investor Relations Department, P. O. Box 145, Ada,
Oklahoma 74820. The Company's telephone number at that address is (405)
436-1234.
<PAGE>
TABLE OF CONTENTS
Available Information.......................................................
Incorporation of Certain Documents by Reference.............................
The Company.................................................................
Selling Shareholders........................................................
Indemnification and Limitation of Liability of Officers and Directors.......
Legal Matters...............................................................
Experts.....................................................................
- --------------------------------------------------------------------------------
No person has been authorized to give any information or to make
any representations other than those contained or incorporated by
reference in this Prospectus in connection with the offering
described herein, and, if given or made, such information or
representations must not be relied upon as having been authorized
by the Company. This Prospectus does not constitute an offer to
sell or a solicitation of an offer to buy any securities covered
by this Prospectus in any jurisdiction to any person to whom it
is unlawful to make any offer of solicitation. The delivery of
this Prospectus at any time does not imply that the information
contained or incorporated by reference herein is correct as of
any time subsequent to the date hereof or subsequent to the
respective dates of the documents incorporated by reference
herein.
- --------------------------------------------------------------------------------
"Pre-Paid Legal Services (R)" is a registered trademark of the Company.
All rights are fully reserved.
<PAGE>
THE COMPANY
The Company develops, underwrites and markets legal expense plans
nationally. The plans provide for or reimburse legal service benefits, including
consultation, will preparation, traffic violation defense, automobile-related
criminal charges, letter writing, document preparation and review and a general
trial defense benefit. The Company or its predecessor has been involved in the
prepaid legal services industry since 1972. As a result of over 20 years of
experience, the Company has developed a data base concerning utilization of plan
benefits, an extensive network of independent attorneys providing services to
its members, and substantial knowledge and experience with respect to the
industry's regulatory environment.
The address of the Company's principal executive offices is 321 East Main
Street, Ada, Oklahoma 74820, and its telephone number at that address is (405)
436-1234.
SELLING SHAREHOLDERS
The following table sets forth as of October 23, 1996 certain information
known to the Company with respect to the beneficial ownership of shares of the
Company's Common Stock by each Selling Shareholder. Shares proposed to be
offered may or may not ultimately be sold by any Selling Shareholder.
Shares Beneficially Shares Shares Beneficially
Owned Prior to to be Owned After Offering(1)
Selling Shareholder Offering Sold Number Percent
------------------- -------- ---- ------ -------
Vince Eysoldt 126,031 (2) 126,031 - -
Wilburn L. Smith (3) 49,719 (4) 39,000 10,719 *
Kennith R. Moore 19,271 (5) 6,250 13,021 *
Murray Saltzman 2,500 (6) 2,500 - -
David A. Savula 64,250 (7) 62,500 1,750 *
Woody and Fran Alexander 9,289 (8) 2,500 6,789 *
Michael L. Smith 1,007 (9) 1,000 7 *
Dave Roller 4,437(10) 3,750 687 *
Kathryn Walden (11) 4,007(12) 3,750 257 *
Larry and Mary King 23,154(13) 3,750 19,404 *
Marilyn M. Thomson 5,184(14) 3,750 1,434 *
Jack and Shirley Clark 4,252(15) 3,750 502 *
Roger T. Staubach 85,000 60,000 25,000 *
Purcell Marian High School 2,000(16) 2,000 - -
Mark D. Eysoldt 2,000(16) 2,000 - -
Jill M. Eysoldt 2,000(16) 2,000 - -
Jeff P. Eysoldt 2,000(16) 2,000 - -
Rebecca Smith 2,000(16) 2,000 - -
__________________
* Less than 1%
(1) Assumes all shares proposed to be offered hereby are sold and no other
shares of Common Stock are purchased or sold.
(2) Includes 10,000 shares issuable upon exercise of outstanding warrants.
(3) Wilburn L. Smith currently serves as Vice President of Cooperative
Marketing Programs for the Company. Mr. Smith served as Vice President of
Marketing and Agency Director from 1991 until 1995. Mr. Smith was also a
director of the Company from 1993 until 1995.
<PAGE>
(4) Includes 39,000 shares issuable upon exercise of outstanding warrants.
(5) Includes 6,520 shares issuable upon exercise of outstanding warrants.
(6) Includes 2,500 shares issuable upon exercise of outstanding warrants.
(7) Includes 63,028 shares issuable upon exercise of outstanding warrants.
(8) Includes 3,038 shares issuable upon exercise of outstanding warrants.
(9) Includes 1,000 shares issuable upon exercise of outstanding warrants.
(10) Includes 3,750 shares issuable upon exercise of outstanding warrants.
(11) Kathryn Walden serves as Secretary and Director of Group Marketing for
the Company.
(12) Includes 3,907 shares issuable upon exercise of outstanding warrants.
(13) Includes 4,147 shares issuable upon exercise of outstanding warrants.
(14) Includes 5,184 shares issuable upon exercise of outstanding warrants.
(15) Includes 4,210 shares issuable upon exercise of outstanding warrants.
(16) Includes 2,000 shares issuable upon exercise of outstanding warrants.
INDEMNIFICATION AND LIMITATION OF LIABILITY
OF OFFICERS AND DIRECTORS
The Bylaws of the Company provide that the Company shall indemnify, and
advance litigation expenses to, its directors and officers, and persons serving
at the request of the Company as directors or officers of another enterprise, to
the fullest extent permitted by the laws of the State of Oklahoma. Insofar as
indemnification for liabilities arising under the Securities Act may be
permitted to the directors and officers of the Company, the Company has been
advised that, in the opinion of the Commission, such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable.
The Oklahoma General Corporation Act authorizes an Oklahoma corporation
to limit or to eliminate the personal liability of its directors for monetary
damages for breaches of fiduciary duty. Absent such limitation or elimination, a
director may be liable to a corporation and its stockholders for monetary
damages for conduct constituting gross negligence in the exercise of the duty of
care. Although it does not change the duty of care, the Oklahoma General
Corporation Act allows the limitation of the available relief to equitable
remedies, such as an injunction or rescission. However, such relief may not be
effective in all cases. The Certificate of Incorporation of the Company limits
the liability of directors to the Company or its stockholders to the fullest
extent permitted by the Oklahoma General Corporation Act.
LEGAL MATTERS
The validity of the issuance of the shares offered hereby will be passed
upon for the Company by Crowe & Dunlevy, A Professional Corporation, Oklahoma
City, Oklahoma.
<PAGE>
EXPERTS
The consolidated balance sheets of the Company as of December 31, 1994
and 1995 and the related consolidated statements of operations, changes in
stockholders' equity and cash flows for the years then ended incorporated in
this Prospectus by reference from the Company's Annual Report on Form 10-KSB for
the year ended December 31, 1995 have been audited by Deloitte & Touche LLP,
independent auditors, as stated in their report, which is incorporated herein by
reference, and have been so incorporated in reliance upon the report of such
firm given upon their authority as experts in accounting and auditing.
The consolidated statements of operations, changes in stockholders'
equity and cash flows for the year ended December 31, 1993 incorporated by
reference from the Company's Annual Report on Form 10-KSB for the year ended
December 31, 1995 have been so incorporated in reliance on the reports of Price
Waterhouse LLP, independent accountants, given on the authority of said firm as
experts in auditing and accounting.
Any future financial statements hereafter incorporated by reference will
be incorporated in reliance upon the reports of the firm examining such
statements and upon the authority of any such firm as experts in auditing and
accounting, to the extent that any such firm has audited those financial
statements and consented to the incorporation herein by reference of its reports
with respect thereto.
<PAGE>
II-4
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following table contains an itemized statement of the estimated
amounts of expenses in connection with the issuance of the Common Stock which is
the subject of the Registration Statement, all of which expenses will be paid by
the Registrant:
SEC Registration Fee.......................................... $ 1,189
Legal Fees and Expenses....................................... 2,000
Accounting Fees and Expenses.................................. 3,000
Miscellaneous Expenses........................................ 811
--------
Total................................................ $ 7,000
========
Item 15. Indemnification of Directors and Officers
Section 1031 of the Oklahoma General Corporation Act provides broad
authority for the indemnification of, and the advancement of litigation expenses
to, the directors and officers of an Oklahoma corporation. Section 1066 of the
Oklahoma General Corporation Act provides broad authority for the elimination or
limitation of the personal liability of directors of an Oklahoma corporation to
the Oklahoma corporation and its shareholders for monetary damages for breaches
of fiduciary duty. The Amended and Restated Certificate of Incorporation, as
amended, and Bylaws of the Registrant provide for indemnification of, and the
advancement of litigation expenses to, directors and officers to the broadest
extent permitted by Oklahoma law and provided for the elimination and limitation
of the personal liability of directors for monetary damages for breaches of
fiduciary duty to the fullest extent permitted by Oklahoma law.
Item 16. Exhibits
Exhibit
No. Description
5.1 -- Opinion of Crowe & Dunlevy, a Professional Corporation, on
legality of securities.
23.1 -- Consent of Crowe & Dunlevy, a Professional Corporation
(included in Exhibit 5.1).
23.2 -- Consent of Deloitte & Touche LLP.
23.3 -- Consent of Price Waterhouse LLP.
24.1 -- Powers of Attorney.
Item 17. Undertakings
The 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;
<PAGE>
(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; and
(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 the undertakings set forth in paragraphs (1)(i) and
(1)(ii) above do not apply if 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 Securities and Exchange 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 this 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 of the securities offered
therein, and the offering of the securities at that time shall 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.
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 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.
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 provisions referred to in Item 15 of this
Registration Statement, 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 Securities Act of 1933 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 Securities Act of 1933 and will be governed by the
final adjudication of such issue.
<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-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Ada, State of Oklahoma on October 29, 1996.
PRE-PAID LEGAL SERVICES, INC.
By: /s/ RANDY HARP
----------------------------
Randy Harp
Chief Financial Officer
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.
Name Position Date
---- -------- ----
HARLAND C. STONECIPHER* Chairman of the Board October 29, 1996
- ---------------------- of Directors
Harland C. Stonecipher (Principal Executive Officer)
JACK MILDREN* President, Chief Executive October 29, 1996
- ------------ Officer and Director
Jack Mildren
KATHLEEN S. PINSON* Vice President, Controller October 29, 1996
- ------------------ and Director (Principal
Kathleen S. Pinson Accounting Officer)
/s/RANDY HARP Chief Operating Officer, Chief October 29, 1996
- ------------- Financial Officer and Director
Randy Harp (Principal Financial Officer)
PETER K. GRUNEBAUM* Director October 29, 1996
- -------------------
Peter K. Grunebaum
CHARLES H. WALLS* Director October 29, 1996
- -----------------
Charles H. Walls
*By: /s/ RANDY HARP
--------------
Randy Harp
Attorney-in-fact
<PAGE>
INDEX TO EXHIBITS
Exhibit
No. Description
5.1 Opinion of Crowe & Dunlevy, A Professional Corporation,
on legality of securities.
23.1 Consent of Crowe & Dunlevy, A Professional Corporation
(included in Exhibit 5.1).
23.2 Consent of Deloitte & Touche LLP.
23.3 Consent of Price Waterhouse LLP.
24.1 Powers of Attorney.
EXHIBIT 5.1
<PAGE>
October 29, 1996
Pre-Paid Legal Services, Inc.
321 East Main Street
Ada, Oklahoma 74820
Re: Pre-Paid Legal Services, Inc. - Registration
Statement on Form S-3 Relating to 328,531 Shares
of Common Stock
Ladies and Gentlemen:
You have requested our advice with respect to the legality of the common
stock, par value $0.01 per share ("Common Stock"), of Pre-Paid Legal Services,
Inc. (the "Company") being registered pursuant to the above captioned
Registration Statement on Form S-3 (the "Registration Statement"). The
Registration Statement relates to the resale by certain selling shareholders of
176,031 outstanding shares of Common Stock and 152,500 shares issuable upon
exercise of certain warrants of the Company.
We have examined, and are familiar with, the originals or copies, the
authenticity of which have been established to our satisfaction, of all
documents and other instruments we have deemed necessary to express the opinions
hereinafter set forth. We have assumed the accuracy and completeness of such
documents and instruments and of the information contained therein.
Based on the foregoing, and upon consideration of applicable law, it is
our opinion that the 176,031 outstanding shares of Common Stock covered by the
Registration Statement are, and the 152,500 shares of Common Stock covered by
the Registration Statement that are issuable upon exercise of certain warrants
of the Company will (when issued in accordance with the instruments governing
their issuance) be, validly issued, fully paid and nonassessable.
We hereby consent to the use of this opinion as an exhibit to the
above-captioned Registration Statement and to the reference to this firm in the
Registration Statement and the Prospectus included therein under the heading
"Legal Matters."
Respectfully submitted,
CROWE & DUNLEVY
A PROFESSIONAL CORPORATION
By: /s/ MICHAEL M. STEWART
-----------------------
Michael M. Stewart
EXHIBIT 23.2
<PAGE>
INDEPENDENT AUDITOR'S CONSENT
We consent to the incorporation by reference in this Registration
Statement of Pre-Paid Legal Services, Inc. on Form S-3 of our report dated
February 21, 1996, appearing in the Annual Report on Form 10-KSB of Pre-Paid
Legal Services, Inc. for the year ended December 31, 1995, and to the reference
to us under the heading "Experts" in the Prospectus, which is part of this
Registration Statement.
/s/ DELOITTE & TOUCHE LLP
Deloitte & Touche LLP
Oklahoma City, Oklahoma
October 28, 1996
EXHIBIT 23.3
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of our report dated
May 16, 1994, which appears on page 21 of Pre-Paid Legal Services, Inc.'s Annual
Report on Form 10-KSB for the year ended December 31, 1995. We also consent to
the reference to us under the heading "Experts" in such Prospectus.
/s/ PRICE WATERHOUSE LLP
Price Waterhouse LLP
Dallas, Texas
October 28, 1996
EXHIBIT 24.1
<PAGE>
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints Randy Harp and Kathleen S. Pinson, and each or any of them, his or her
true and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign the Registration Statement on Form S-3, relating to
the offer and sale of Common Stock of Pre-Paid Legal Services, Inc. by certain
selling shareholders, and any and all amendments thereto (including
post-effective amendments) and to file the same, with exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto each said attorney-in-fact and agent full power and authority to
do and perform each and every act and thing requisite and necessary to be done,
as fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent or any
of them, or their or his or her substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
Signature Title Date
/s/ HARLAND C. STONECIPHER Chairman of the Board October 29, 1996
- -------------------------- of Directors
Harland C. Stonecipher
<PAGE>
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints Harland C. Stonecipher and Kathleen S. Pinson, and each or any of them,
his or her true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign the Registration Statement on Form
S-3, relating to the offer and sale of Common Stock of Pre-Paid Legal Services,
Inc. by certain selling shareholders, and any and all amendments thereto
(including post-effective amendments) and to file the same, with exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto each said attorney-in-fact and agent full
power and authority to do and perform each and every act and thing requisite and
necessary to be done, as fully to all intents and purposes as he or she might or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent or any of them, or their or his or her substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Signature Title Date
/s/ RANDY HARP Chief Operating Officer, Chief October 29, 1996
- --------------------- Financial Officer and Director
Randy Harp
<PAGE>
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints Harland C. Stonecipher and Randy Harp, and each or any of them, his or
her true and lawful attorney-in-fact and agent, with full power of substitution
and resubstitution, for him or her and in his or her name, place and stead, in
any and all capacities, to sign the Registration Statement on Form S-3, relating
to the offer and sale of Common Stock of Pre-Paid Legal Services, Inc. by
certain selling shareholders, and any and all amendments thereto (including
post-effective amendments) and to file the same, with exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto each said attorney-in-fact and agent full power and authority to
do and perform each and every act and thing requisite and necessary to be done,
as fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent or any
of them, or their or his or her substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
Signature Title Date
/s/ KATHLEEN S. PINSON Vice President, Controller October 29, 1996
- ----------------------- and Director
Kathleen S. Pinson
<PAGE>
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints Harland C. Stonecipher, Randy Harp and Kathleen S. Pinson, and each or
any of them, his or her true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for him or her and in his or her name,
place and stead, in any and all capacities, to sign the Registration Statement
on Form S-3, relating to the offer and sale of Common Stock of Pre-Paid Legal
Services, Inc. by certain selling shareholders, and any and all amendments
thereto (including post-effective amendments) and to file the same, with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto each said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and purposes as he
or she might or could do in person, hereby ratifying and confirming all that
said attorney-in-fact and agent or any of them, or their or his or her
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Signature Title Date
/s/ JACK MILDREN President, Chief Executive October 29, 1996
- ---------------------- Officer and Director
Jack Mildren
/s/ CHARLES H. WALLS Director October 29, 1996
- ----------------------
Charles H. Walls
/s/ PETER K. GRUNEBAUM Director October 29, 1996
- -----------------------
Peter K. Grunebaum
