As filed with the Securities and Exchange Commission on July 10, 1997.
Registration No. 333-__________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------------------------
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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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]
If this form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check
the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same
offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box. [ ]
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
- --------------------------------------- -------------------- -------------------- -------------------- --------------------
Proposed Proposed
Maximum Maximum
Title of Each Class of Amount to Offering Price Aggregate Amount of
Securities to be Registered be Registered Per Share(1) Offering Price(1) Registration Fee
- --------------------------------------- -------------------- -------------------- -------------------- --------------------
<S> <C> <C> <C> <C>
Common Stock Purchase Options 100,000 (2) (2) (2)
Common Stock issuable on exercise of 100,000(3) $24.53 $2,453,000 $743
Purchase Options
- --------------------------------------- -------------------- -------------------- -------------------- --------------------
</TABLE>
(1) 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 July 9, 1997.
(2) No consideration is payable in connection with the grant of the
Common Stock Purchase Options and no separate registration fee is
required.
(3) There is also being registered an indeterminable number of shares
of Common Stock as may become issuable pursuant to the
antidilution provisions applicable to the Common Stock Purchase
Options.
----------------------------------------
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.
PROSPECTUS
PRE-PAID LEGAL SERVICES, INC.
1997 MARKETING ASSOCIATE OPTION PLAN
100,000 COMMON STOCK PURCHASE OPTIONS
and
100,000 SHARES OF COMMON STOCK
This Prospectus relates to the offering of (i) up to 100,000
nontransferable options ("Options") each to purchase one share of common stock,
$.01 par value per share ("Common Stock"), of Pre-Paid Legal Services, Inc. (the
"Company") pursuant to the terms of the 1997 Pre-Paid Legal Services, Inc.
Marketing Associate Option Plan (the "Plan") and (ii) the shares of Common Stock
issuable upon exercise of the Options. The Options will be granted to eligible
marketing associates, some of whom may also be employees of the Company, upon
achievement by such individuals of specified sales and marketing goals described
elsewhere herein. See "Description of the Plan - Grant of Options." Each Option
granted will entitle the holder to purchase one share of Common Stock of the
Company at $27.00 and upon the other terms and conditions specified in this
Prospectus.
This Prospectus sets forth the terms and conditions of the Plan and the
grant of Options thereunder. The effective date of the Plan is to be determined
by the Company.
The Company will receive all of the proceeds of the sale of the shares
issuable upon exercise of the Options and will bear expenses in connection with
the offering of such shares estimated to be approximately $5,000.
The Common Stock of the Company is listed on the AMEX under the symbol
"PPD."
SEE RISK FACTORS ON PAGE 4 HEREOF FOR A DISCUSSION OF CERTAIN FACTORS TO BE
CONSIDERED IN CONNECTION WITH AN INVESTMENT IN THE COMMON STOCK.
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 July ___, 1997.
<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. In addition, the Commission maintains a
web site that contains reports, proxy and information statements and other
information regarding registrants that file electronically with the Commission
at http://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 at 86
Trinity Place, New York, New York 10006.
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-K for the year ended
December 31, 1996, as amended.
2. The Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1997.
3. 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.........................
Risk Factors............................................................
The Company.............................................................
Description of the Plan.................................................
Federal Income Tax Information..........................................
Use of Proceeds.........................................................
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" is a registered trademark of the Company.
All rights are fully reserved.
<PAGE>
RISK FACTORS
Prospective purchasers of the Common Stock should consider
carefully the following.
Dependence on Management
The success of the Company depends substantially on the continued
active participation of its principal executive officer, Harland C. Stonecipher.
Although the Company's management includes other individuals with significant
experience in the business of the Company, the loss of the services of Mr.
Stonecipher could have a material adverse effect on the Company's financial
condition, results of operations and cash flows.
THE COMPANY
The Company develops, underwrites and markets legal expense plans
(referred to as "Contracts") which provide for or reimburse a portion of the
legal fees associated with a variety of legal services in a manner similar to
medical reimbursement plans. The Company or its predecessor has been involved in
the prepaid legal services industry since 1972. As a result of 25 years of
experience, the Company has developed a data base concerning utilization of
Contract 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 Company markets Contracts in part through a multi-level marketing
system utilizing the services of commissioned marketing associates
("Associates").
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.
DESCRIPTION OF THE PLAN
Introduction
The Company has established the Plan in order to strengthen the
mutuality of interests between Associates and the shareholders of the Company in
the Company's long-term growth and financial success and to provide additional
incentive to Associates in connection with sales of the Company's Contracts and
the establishment and expansion of marketing organizations for the sale of
Contracts. The Plan provides for the aggregate grant of up to 100,000
nontransferable Common Stock Purchase Options to eligible Associates upon
achievement by eligible Associates of specified sales and marketing goals. The
effective date for the commencement of the Plan is to be determined by the
Company, and the Plan will terminate on July 31, 1997, except with respect to
Options then outstanding.
Administration
The Plan is administered by the Company through certain officers and
employees as assigned from time to time by the Executive Committee of the Board
of Directors of the Company. The Company has authority in its sole discretion at
any time (i) to determine eligibility standards for participants under the Plan,
(ii) to determine the performance criteria and terms of grants of Options and
terms, conditions and restrictions, if any, for exercise of Options, (iii) to
adopt rules and regulations with respect to the administration of the Plan, and
(iv) to amend or rescind the Plan or the rules and regulations thereunder, and
make such other determinations under the Plan as the Company deems necessary and
appropriate.
The Plan is not subject to any of the provisions of the Employee
Retirement Income Security Act of 1974 and is not qualified under Section 401(a)
of the Internal Revenue Code of 1986, as amended ("Code").
Securities Subject to the Plan
Under the Plan, grants of Options to purchase up to an aggregate of
100,000 shares of Common Stock are authorized, and an aggregate of 100,000
shares of Common Stock has been reserved for exercise of Options that may be
granted under the Plan. Shares subject to the Plan shall be deemed to have been
used or set aside with respect to awards of Options when such awards are
granted. In the event of any increase or decrease in the number of issued and
outstanding shares of Common Stock pursuant to stock splits, recapitalizations,
stock dividends or similar transactions effected without receipt of
consideration by the Company, the Company shall make such proportionate
adjustments as it deems appropriate with respect to the number of shares of
Common Stock in respect of which Options may be granted under the Plan, the
number of shares subject to options theretofore granted to participants, and/or
the exercise price per share of Options theretofore granted to participants.
Options granted under the Plan are not designed to be incentive stock
options within the meaning of Section 422 of the Code.
Eligibility
Options may be granted to all "active" Associates. An Associate is
considered to be "active" for so long as the Associate originates at least three
new Contract sales per quarter or maintains a personal Company Contract. There
is no limit on the number of "active" Associates who may participate or on the
number of Options that may be awarded to an Associate.
Grant of Options
The Plan authorizes the grant of up to 100,000 Options on a first come,
first served basis to eligible Associates based on the attainment by Associates
of specified performance goals described below. No further Options will be
available after the aggregate 100,000 Options have been earned by eligible
Associates. An award will be deemed to have been earned at such time as the
Company receives and processes all necessary information, verification and
payments. Any determination as to the time at which an award was earned relative
to other awards will be made by the Company in its sole discretion based upon
the receipt and processing by the Company of the items described above. Options
earned by eligible Associates will be granted as of July 31, 1997. The period
for which Options may be earned under the Plan will commence on the effective
date of the Plan and will end on July 31, 1997. The Company will notify
participants of awards of Options as soon as possible after grant.
Any eligible Associate who subsequent to the effective date of the Plan
recruits two (2) new Associates that each purchase a Company membership prior to
July 31, 1997 will qualify for the grant of one hundred (100) Options and will
qualify for the grant of an additional fifty (50) options for each new Associate
recruited during such period that also purchases a Company membership over and
above the first two (2) recruited Associates.
Additionally, an eligible Associate will also qualify for the grant of
one hundred (100) additional Options for each recruited Associate for which
Options are earned as described above that successfully completes in a timely
fashion the Company's Fast Start to Success training program and related
performance requirements.
Exercise Price and Exercise of Options
Each Option granted under the Plan will entitle the recipient to
purchase Common Stock at an exercise price per share of $27.00. The aggregate
exercise price of Options exercised must be paid in full by certified or
cashier's check, or in such other manner as the Company determines at the time
of the exercise.
Options granted under the Plan will be immediately exercisable as to
the full amount of the shares covered by the Option and may be exercised in
whole or in part at one time or from time to time by payment of the applicable
exercise price; provided, however, that no fewer than one hundred (100) Options
may be exercised by a participant at any one time. In addition, in order to
exercise Options granted under Plan, the participant must have been an "active"
Associate (as described elsewhere herein) at all times between the date of grant
of the Options and the date of exercise of the Options. Options granted under
the Plan will expire at 5:00 p.m., Central Daylight Time, on July 31, 1998 (the
"Expiration Date") and may not be exercised after such time.
However, the Company may in its discretion extend the Expiration Date.
Other Provisions Applicable to the Plan and the Options
Options granted under the Plan may not be transferred other than by
will or by the laws of descent and distribution upon the death of the
participant. Any attempted transfer of an Option in violation of the foregoing
provisions shall render the Option null and void.
If a participant ceases to be an "active" Associate (as described
elsewhere herein) the right to exercise options held by the participant shall
expire on the date such participant ceases to be an "active" Associate.
In the event of death of a participant an outstanding Option may be
exercised prior to the Expiration Date by the participant's estate or any person
who acquired the right to exercise the Option by bequest or inheritance or by
reason of the death of the participant, but only to the extent that the
participant was eligible to exercise the Option at the date of death.
The Company reserves the right to suspend, terminate or amend the Plan
at any time in such respect as it shall deem advisable. For instance, temporary
suspension or termination of grants of or the exercise of Options under the Plan
may occur at any time when operation of the Plan, in the Company's judgment,
contravenes applicable regulations, interpretations or orders of the Securities
and Exchange Commission, or any other governmental commission, agency or
instrumentality, of any court or of the AMEX or other securities exchange.
At the time of exercise of any Option, the Company shall have the right
to require payment in the amount of any Federal, state or local taxes required
by law to be withheld. Withholding may be satisfied by the withholding of shares
of Common Stock by the Company otherwise issuable upon exercise of Options,
unless the optionee shall pay to the Company an amount sufficient to cover the
amount of taxes required to be withheld, and such withholding of shares does not
violate any applicable laws, rules or regulations of Federal, State or local
authorities.
If the Company shall be the surviving or resulting corporation in any
merger or consolidation which does not result in a change of control of the
Company (as determined in the sole discretion of the Board of Directors of the
Company), any Option granted hereunder shall pertain to and apply to the
securities to which a holder of the number of shares of Common Stock subject to
the Option would have been entitled. In the event of a dissolution or
liquidation of the Company or a merger or consolidation in which the Company is
not the surviving or resulting corporation or which results in a change in
control of the Company (as determined in the sole discretion of the Board of
Directors of the Company) or a tender or exchange offer which results in a
change in control of the Company (as determined in the sole discretion of the
Board of Directors of the Company), the Board of Directors shall determine (i)
whether all or any part of the unexercised portion of any Options outstanding
under the Plan shall terminate or (ii) whether such Options may be exchanged for
options covering securities of any surviving or resulting corporation, subject
to the agreement of any such surviving or resulting corporation, on terms and
conditions substantially similar to an Option under the Plan.
The existence of the Plan and any Options granted thereunder shall not
affect or restrict in any way the right or power of the Board of Directors or
the shareholders of the Company to make or authorize any adjustment,
recapitalization, reorganization or other change in the Company's capital
structure or its business, any merger or consolidation of the Company, any issue
of securities ahead of or affecting the Common Stock or the rights thereof, the
dissolution or liquidation of the Company or any sale or transfer of all or any
part of its assets or business, or any other corporate act or proceeding.
Except as otherwise required by law, no action taken under the Plan
shall be taken into account in determining any benefits under any pension,
retirement, thrift, profit sharing, group insurance or other benefit plan
maintained by the Company, unless such other plan specifically provides for such
inclusion.
FEDERAL INCOME TAX INFORMATION
The following description of Federal income tax consequences of the
Plan is intended only as a basic summary and not as a definitive discussion of
the application of various complex provisions of the Internal Revenue Code of
1986, as amended (the "Code"), governing the income tax consequences of the Plan
in all conceivable circumstances. It is strongly urged that recipients of awards
under the Plan consult with their individual tax advisers concerning the
applicability of the Federal, state and local income tax aspects of the Options
and the exercise thereof to their personal tax circumstances.
For Federal income tax purposes, a participant who receives an Option
will not realize any income, nor will the Company be entitled to any deduction,
at the time of grant thereof.
The participant generally will realize ordinary income at the time
shares are transferred to him or her pursuant to an exercise of the Option. The
amount of such income will be equal to the difference between the exercise price
and the fair market value of the shares of Common Stock at the time of exercise.
The participant's basis in the shares received upon exercise of an Option will
be the fair market value of such shares at the time of exercise of the Option.
In general, the Company will be entitled to a deduction for Federal income tax
purposes at the same time and in the same amount as is considered to have been
realized by the participant as ordinary income under the rules described above.
When a participant disposes of shares of Common Stock acquired upon
exercise of an Option, any amount received in excess of the participant's basis
in the shares will be treated as long-term or short-term capital gain, depending
upon the holding period of the shares. If the amount received is less than such
fair market value, the loss will be treated as long-term or short-term capital
loss, depending upon the holding period of the shares. Treatment of the gain or
loss on disposition of the shares as a "capital" gain or loss depends on whether
the shares are "capital assets" in the hand of a Participant as that term is
defined under the Code. The Company receives no further deduction as a result of
a realization of any capital gain or loss as described in this paragraph.
USE OF PROCEEDS
The net proceeds from the sale of Common Stock purchased upon exercise
of Options will be used for general corporate purposes of the Company.
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.
EXPERTS
The financial statements and related financial statement schedule
incorporated in this Prospectus by reference from the Company's Annual Report on
Form 10-K for the year ended December 31, 1996 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.
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.
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..................................... $ 743
Legal Fees and Expenses.................................. 1,500
Accounting Fees and Expenses............................. 1,500
Miscellaneous Expenses................................... 1,257
------
Total.................................................... $5,000
======
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.
8.1 -- Opinion of Crowe & Dunlevy, a Professional Corporation, on tax
matters (included in Exhibit 5.1).
23.1 -- Consent of Crowe & Dunlevy, a Professional Corporation (included in
Exhibit 5.1).
23.2 -- Consent of Deloitte & Touche LLP.
24.1 -- Powers of Attorney.
<PAGE>
Item 17. Undertakings
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 to:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of this 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 this
Registration Statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in this
Registration Statement or any material change to such
information in this Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the information to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section
13 or Section 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), that are incorporated by
reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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 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, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange 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.
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 July 10, 1997.
PRE-PAID LEGAL SERVICES, INC.
By: /s/ RANDY HARP
Randy Harp
Chief Financial Officer and
Chief Operating 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
/s/ HARLAND C. STONECIPHER* Chairman of the Board of July 10, 1997
- ---------------------------- Directors (Principal
Harland C. Stonecipher Executive Officer)
/s/ WILBURN L. SMITH* President and Director July 10, 1997
- ---------------------------
Wilburn L. Smith
/s/ RANDY HARP Chief Operating Officer, July 10, 1997
- --------------------------- Chief Financial Officer
Randy Harp and Director (Principal
Financial Officer)
/s/ KATHLEEN S. PINSON* Vice President, Controller July 10, 1997
- --------------------------- and Director, (Principal
Kathleen S. Pinson Accounting Officer)
/s/ PETER K. GRUNEBAUM* Director July 10, 1997
- ---------------------------
Peter K. Grunebaum
/s/ CHARLES H. WALLS* Director July 10, 1997
- ---------------------------
Charles H. Walls
/s/ FRANCIS A. TARKENTON* Director July 10, 1997
- ---------------------------
Francis A. Tarkenton
By: /s/ RANDY HARP
- ---------------------------
Randy Harp
Attorney-in-fact
INDEX TO EXHIBITS
Exhibit
No. Description
5.1 Opinion of Crowe & Dunlevy, A Professional Corporation, on
legality of securities
8.1 Opinion of Crowe & Dunlevy, A Professional Corporation, on
tax matters (included in Exhibit 5.1).
23.1 Consent of Crowe & Dunlevy, A Professional Corporation
(included in Exhibit 5.1)
23.2 Consent of Deloitte & Touche LLP.
24.1 Powers of Attorney.
EXHIBIT 5.1
<PAGE>
July 9, 1997
Pre-Paid Legal Services, Inc.
321 East Main Street
Ada, Oklahoma 74820
Re: Pre-Paid Legal Services, Inc. - Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as counsel to Pre-Paid Legal Services, Inc. (the
"Company") in connection with the offering of 100,000 Common Stock Purchase
Options (the "Options") and 100,000 shares of common stock, $.01 par value per
share ("Common Stock"), issuable upon exercise of the Options pursuant to a
Registration Statement on Form S-3 (the "Registration Statement"). We understand
that the Registration Statement will be filed with the Securities and Exchange
Commission on or about July 10, 1997. You have requested our opinion as to
certain matters in connection with the Registration Statement.
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:
1. The 100,000 Options will, when issued and delivered in the manner
described in the Registration Statement, be valid and binding obligations of the
Company in accordance with their terms;
2. The 100,000 shares of Common Stock issuable upon exercise of the
Options will, upon payment therefor and delivery thereof in accordance with the
terms of such Options, be validly issued, fully paid and nonassessable; and
3. The description of the material federal income tax consequences
attributable to the Options contained in the Registration Statement is correct
in all material respects. This opinion is based on our review of the Prospectus
included in the Registration Statement and related documents and assumes the
accuracy of all factual matters described therein.
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/ J. BRADFORD HAMMOND
J. Bradford Hammond
EXHIBIT 23.2
<PAGE>
INDEPENDENT AUDITORS' 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 13, 1997, appearing in the Annual Report on Form 10-K of Pre-Paid Legal
Services, Inc. for the year ended December 31, 1996, and to the reference to us
under the heading "Experts" in the Prospectus, which is part of this
Registration Statement.
Deloitte & Touche LLP
Tulsa, Oklahoma
July 9, 1997
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 100,000 Common Stock purchase options and 100,000 shares
of Common Stock of the Company which may be issued upon exercise of the Common
Stock purchase options 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 July 10, 1997
- --------------------------- 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 100,000 Common Stock purchase options and
100,000 shares of Common Stock of the Company which may be issued upon exercise
of the Common Stock purchase options 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, July 10, 1997
- ------------------- Chief Financial
Randy Harp Officer and Director
<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 100,000 Common Stock purchase options and 100,000
shares of Common Stock of the Company which may be issued upon exercise of the
Common Stock purchase options 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 July 10, 1997
- ------------------------ 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 100,000 Common Stock purchase
options and 100,000 shares of Common Stock of the Company which may be issued
upon exercise of the Common Stock purchase options 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/ WILBURN L. SMITH President and Director July 10, 1997
- -------------------------
Wilburn L. Smith
/s/ PETER K. GRUNEBAUM Director July 10, 1997
- -------------------------
Peter K. Grunebaum
/s/ CHARLES H. WALLS Director July 10, 1997
- -------------------------
Charles H. Walls
/s/ FRANCIS A. TARKENTON Director July 10, 1997
- -------------------------
Francis A. Tarkenton
