As filed with the Securities and Exchange Commission on December 28, 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 OPTIONS GRANTED
TO CERTAIN REGIONAL VICE PRESIDENTS AND MARKETING CONSULTANT
(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
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
Proposed Proposed
Maximum Maximum
Title of Securities Amount to Offering Aggregate Amount of
to be Registered be Price Offering Registration
Registered Per Share(1) Price(1) Fee
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Common Stock, par value 170,000 $25.53 $4,340,100 $1,207
$0.01 per share
- --------------------------------------------------------------------------------
(1) Estimated in accordance with Rule 457(h) solely for the purpose of
calculating the registration fee. A total of 170,000 shares have been
reserved for issuance pursuant to options granted to certain regional
vice presidents and a marketing consultant of the Registrant and are
being registered hereby. The proposed maximum aggregate offering price of
the shares that are subject to such options has been calculated based on
the weighted average exercise price of such options of $25.53 per share.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Item 1. Plan Information*
Item 2. Registrant Information and Employee Plan Annual Information*
* Information required by Part I to be contained in the Section
10(a) prospectus is omitted from this Registration Statement
in accordance with Rule 428 under the Securities Act of 1933
and the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
The following documents filed by the Company with the Securities and
Exchange Commission are incorporated by reference in this Registration
Statement:
(1) The Company's Annual Report on Form 10-K for the year ended
December 31, 1997.
(2) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1998.
(3) The Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1998.
(4) The Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1998.
(5) The Company's Current Report on Form 8-K dated October 2, 1998.
(6) 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 January
10, 1997.
In addition, all documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, 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
Registration Statement and to be a part hereof from the date of filing such
documents.
Item 4. Description of Securities
This Registration Statement covers only Common Stock, par value $0.01
per share, of the Registrant, which is registered under Section 12(b) of the
Securities Exchange Act of 1934. Accordingly, the information required pursuant
to Item 202 of Regulation S-K is not required to be included herein.
Item 5. Interests of Named Experts and Counsel
There are no interests of any expert or counsel that are required to be
disclosed pursuant to Item 5.
<PAGE>
Item 6. Indemnification of Officers and Directors
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 1006 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 provide 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 7. Exemption from Registration Claimed
There are no restricted securities being reoffered or resold pursuant
to this Registration Statement.
Item 8. 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.
Item 9. 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:
(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 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 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.
<PAGE>
(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.
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 this
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 6 of the
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-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 December 28, 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 December 28, 1998
Directors
- ------------------------------ (Principal Executive Officer)
Harland C. Stonecipher
WILBURN L. SMITH* President and Director December 28, 1998
- ------------------------------
Wilburn L. Smith
KATHLEEN S. PINSON* Vice President, Controller December 28, 1998
and Director
- ------------------------------ (Principal Accounting
Kathleen S. Pinson Officer)
/s/ RANDY HARP Chief Financial Officer, December 28, 1998
------------------------------ Chief Operating Officer
Randy Harp and Director
(Principal Financial Officer)
PETER K. GRUNEBAUM* Director December 28, 1998
- -------------------------------
Peter K. Grunebaum
JOHN W. HAIL* Director December 28, 1998
- ------------------------------
John W. Hail
DAVID A. SAVULA* Director December 28, 1998
- ------------------------------
David A. Savula
SHIRLEY A. STONECIPHER* Director December 28, 1998
- ------------------------------
Shirley A. Stonecipher
MARTIN H. BELSKY Director December 28, 1998
- ------------------------------
Martin H. Belsky
*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
December 28, 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
Ladies and Gentlemen:
You have requested our advice with respect to the legality of the
common stock, $0.01 par value per share ("Common Stock"), of Pre-Paid Legal
Services, Inc. (the "Company") issuable upon exercise of options evidenced by
option agreements with certain regional vice presidents and a marketing
consultant of the Company (the "Stock Option Agreements").
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 170,000 authorized but unissued shares of Common Stock
which may be issued pursuant to the Stock Option Agreements will, upon payment
therefor and delivery thereof in accordance with the Stock Option Agreements, 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 Prospectus, which is part of this
Registration Statement.
/s/ DELOITTE & TOUCHE, LLP
- --------------------------
Deloitte & Touche LLP
Tulsa, Oklahoma
December 28, 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 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
options granted to certain regional vice presidents and a marketing consultant
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 of December 28, 1998
- --------------------------------- 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-8 relating to options granted to certain regional vice presidents and a
marketing consultant 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, December 28, 1998
- ------------------------------ Chief Operating Officer
Randy Harp 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-8 relating
to options granted to certain regional vice presidents and a marketing
consultant 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 December 28, 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 the options granted to certain regional vice presidents
and a marketing consultant 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 December 28, 1998
- ----------------------------------
Wilburn L. Smith
/s/ PETER K. GRUNEBAUM Director December 28, 1998
- ----------------------------------
Peter K. Grunebaum
/s/ JOHN W. HAIL Director December 28, 1998
- ----------------------------------
John W. Hail
/s/ DAVID A. SAVULA Director December 28, 1998
- ----------------------------------
David A. Savula
/s/ SHIRLEY A. STONECIPHER Director December 28, 1998
- ----------------------------------
Shirley A. Stonecipher
/s/ MARTIN H. BELSKY Director December 28, 1998
- ----------------------------------
Martin H. Belsky
