As filed with the Securities and Exchange Commission on January 20, 1998.
Registration No. 33-60585
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
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) (580) 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
(580) 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
(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]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- - ---------------------------- -------------- -------------- ---------------- ------------
Proposed Proposed Amount
Amount Maximum Maximum of
Title of Each Class of to be Offering Aggregate Registration
Securities to be Registered Registered(1) Price Offering Fee
Per Share Price(1)
- - ---------------------------- -------------- -------------- ---------------- ------------
- - ---------------------------- -------------- -------------- ---------------- ------------
<S> <C> <C> <C> <C>
Common Stock Purchase
Options 464,668 (2) (2) (2)
Common Stock issuable on
exercise of Purchase
Options 196,051(3) $6.32 $1,239,042 N/A(3)
- - ---------------------------- -------------- -------------- ---------------- ------------
</TABLE>
(1) Consists of the total number of Common Stock Purchase Options granted
pursuant to this Registration Statement and the total number of shares of
Common Stock issued upon exercise of such options during the period
commencing on the original effective date of this Registration Statement
through the date of this Post-Effective Amendment No. 1. A total of
1,000,000 Common Stock Purchase Options and 1,000,000 shares of Common
Stock issuable upon exercise of such options were originally registered
pursuant to this Registration Statement, and this Post-Effective Amendment
No. 1 is being filed to deregister the Common Stock Purchase Options and
shares of Common Stock remaining unissued. All Common Stock Purchase
Options previously granted have been exercised or have expired in
accordance with their terms.
(2) No consideration is payable in connection with the grant of the Common
Stock Purchase Options and no separate registration fee is required.
(3) A fee of $2,179.31 was paid in connection with the original filing of this
Registration Statement. No additional fee is payable in connection herewith
because this Post-Effective Amendment No. 1 is being filed to reduce the
number of securities that are subject to this Registration Statement.
This Post-Effective Amendment No. 1 to this Registration Statement
hereby deregisters 535,332 Common Stock Purchase Options and 803,949 shares
of Common Stock previously registered pursuant to this Registration Statement
which remain unissued as of the date of this Post-Effective Amendment No. 1,
leaving subject to this Registration Statement a total of 464,668 Common
Stock Purchase Options and 196,051 shares of Common Stock which have been
issued prior to the date of this Post-Effective Amendment No. 1.
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
Post-Effective Amendment No. 1 to be signed on its behalf by the undersigned,
thereunto duly authorized in the City of Ada, State of Oklahoma, on January
20, 1998.
PRE-PAID LEGAL SERVICES, INC.
By: /s/ RANDY HARP
Randy Harp,
Chief Financial Officer and
Chief Operating Officer
