As filed with the Securities and Exchange Commission on May 20, 1998.
Registration No. 333-__________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
-------------------------
PRE-PAID LEGAL SERVICES, INC.
(Exact name of registrant as specified in its charter)
Oklahoma 73-1016728
(State or jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
321 East Main Street
Ada, Oklahoma 74820 74820
(Address of Principal Executive Offices) (Zip Code)
-------------------------
PRE-PAID LEGAL SERVICES, INC. STOCK OPTION PLAN
(Full title of the plan)
Randy Harp
321 East Main Street
Ada, Oklahoma 74820
(Name and address of agent for service)
(580) 436-1234
(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
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
==================================================================================================================================
Proposed Proposed
Maximum Maximum
Amount to Offering Price Aggregate Amount of
Title of Securities to be Registered be Registered Per Share(1) Offering Price(1) Registration Fee
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $0.01 per share 375,000 $37.75 $14,156,250 $4,176
==================================================================================================================================
</TABLE>
(1) Estimated in accordance with Rule 457(h) 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 May 11,
1998.
<PAGE>
The contents of the Registrant's Registration Statement on Form S-8 (File
No. 33-62663) relating to the Pre-Paid Legal Services, Inc. Stock Option Plan
(the "Plan") are incorporated herein by reference. On December 12, 1995 the
Board of Directors authorized and on May 24, 1996 the shareholders of the
Registrant approved the amendment and restatement of the Plan, in part, to
increase the number of shares of Common Stock issuable pursuant to the Plan by
375,000 shares for a total of 1,000,000 shares. This Registration Statement has
been filed in accordance with General Instruction E to Form S-8 for the purpose
of registering the offer and sale of such 375,000 additional shares of Common
Stock that may be issued or sold by the Registrant in connection with the Plan.
For a list of exhibits filed as part of this Registration Statement, see
the Exhibit Index hereto.
<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-8 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 May 20, 1998.
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
HARLAND C. STONECIPHER* Chairman of the Board of May 20, 1998
- ----------------------------- Directors (Principal
Harland C. Stonecipher Executive Officer)
WILBURN L. SMITH* President and Director May 20, 1998
- -----------------------------
Wilburn L. Smith
KATHLEEN S. PINSON* Vice President, Controller May 20, 1998
- ----------------------------- and Director (Principal
Kathleen S. Pinson Accounting Officer)
/s/ RANDY HARP Chief Financial Officer, Chief May 20, 1998
- ----------------------------- Operating Officer and Director
Randy Harp (Principal Financial Officer)
PETER K. GRUNEBAUM* Director May 20, 1998
- -----------------------------
Peter K. Grunebaum
JOHN W. HAIL* Director May 20, 1998
- -----------------------------
John W. Hail
DAVID A. SAVULA* Director May 20, 1998
- -----------------------------
David A. Savula
SHIRLEY A. STONECIPHER* Director May 20, 1998
- -----------------------------
Shirley A. Stonecipher
*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 Deloitte & Touche LLP.
23.2 Consent of Crowe & Dunlevy, A Professional Corporation
(included in Exhibit 5.1).
24.1 Powers of Attorney.
EXHIBIT 5.1
<PAGE>
Crowe & Dunlevy
500 Kennedy Building
321 South Boston
Tulsa, Oklahoma 74103-3313
(918) 592-9800
May 20, 1998
Pre-Paid Legal Services, Inc.
321 East Main Street
Ada, Oklahoma 74820
Re: Pre-Paid Legal Services, Inc. - Registration Statement on Form S-8
Relating to 375,000 Additional Shares of Common Stock in Connection
with the Pre-Paid Legal Services, Inc. Stock Option Plan
Ladies and Gentlemen:
On December 12, 1995 the Board of Directors of the Pre-Paid Legal
Services, Inc. (the "Company") authorized and on May 24, 1996 the shareholders
of the Company approved the amendment and restatement of the Company's Stock
Option Plan (the "Plan"), in part, to increase the number of shares of common
stock, $0.01 par value per share ("Common Stock"), of the Company issuable
pursuant to the Plan by 375,000 shares (the "Additional Shares") for a total of
1,000,000 shares.
You have requested our advice with respect to the legality of the
Additional Shares issuable upon exercise of options that may be granted pursuant
to the Plan.
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 375,000 Additional Shares that may be issued pursuant to
options granted under the Plan will, upon payment therefor and delivery thereof
in accordance with the Plan, be validly issued, fully paid and non-assessable.
We hereby consent to the use of this opinion as an exhibit to the
above-captioned Registration Statement. In giving such consent, we do not
thereby admit that we come within the category of persons whose consent is
required under Section 7 of the Securities Act of 1933 and the rules and
regulations thereunder.
Respectfully submitted,
CROWE & DUNLEVY
A PROFESSIONAL CORPORATION
By: /s/ J. BRADFORD HAMMOND
---------------------------
J. Bradford Hammond
EXHIBIT 23.1
<PAGE>
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of Pre-Paid Legal Services, Inc. on Form S-8 of our report dated
February 12, 1998, appearing in the Annual Report on Form 10-K of Pre-Paid Legal
Services, Inc. for the year ended December 31, 1997, and to the reference to us
under the heading "Experts" in the related summary plan description.
Deloitte & Touche LLP
Tulsa, Oklahoma
May 19, 1998
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 true
and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign the Registration Statement on Form S-8, relating to up to
375,000 additional shares of Common Stock that may be issued pursuant to awards
under the Stock Option Plan, as amended and restated, of Pre-Paid Legal
Services, Inc., 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 May 20, 1998
- ------------------------------ 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 true and lawful attorney-in-fact and agent, with full power of substitution
and resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign the Registration Statement on Form S-8, relating to up to
375,000 additional shares of Common Stock that may be issued pursuant to awards
under the Stock Option Plan, as amended and restated, of Pre-Paid Legal
Services, Inc., 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 Financial Officer, Chief May 20, 1998
- ------------------------- Operating 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, her
true and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for her and in her name, place and stead, in any and all
capacities, to sign the Registration Statement on Form S-8, relating to up to
375,000 additional shares of Common Stock that may be issued pursuant to awards
under the Stock Option Plan, as amended and restated, of Pre-Paid Legal
Services, Inc., 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 Controller and Director May 20, 1998
- ---------------------------
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-8, relating to up to 375,000 additional shares of Common Stock that
may be issued pursuant to awards under the Stock Option Plan, as amended and
restated, of Pre-Paid Legal Services, Inc., 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 May 20, 1998
- --------------------------
Wilburn L. Smith
/s/ PETER K. GRUNEBAUM Director May 20, 1998
- --------------------------
Peter K. Grunebaum
/s/ JOHN W. HAIL Director May 20, 1998
- --------------------------
John W. Hail
/s/ DAVID A. SAVULA Director May 20, 1998
- --------------------------
David A. Savula
/s/ SHIRLEY A. STONECIPHER Director May 20, 1998
- --------------------------
Shirley A. Stonecipher
