As filed with the Securities and Exchange Commission on June 1, 2000.
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.
(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)
_____________________________________
PRE-PAID LEGAL SERVICES, INC. STOCK OPTION PLAN
(Full title of the plan)
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
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum
Amount to Offering Aggregate Amount of
Title of Securities be Price Offering Registration
to be Registered Registered Per Share(1) Price(1) Fee
-------------------------------------------------------------------------------
Common Stock, par value
$0.01 per share 1,000,000 $28.875 $28,875,000 $7,623
-------------------------------------------------------------------------------
(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 New York Stock Exchange on May 26,
2000.
<PAGE>
The contents of the Registrant's Registration Statement on Form S-8 (File
No. 33-62663) and the Registration Statement on Form S-8 (File No. 333-53188),
both relating to the Pre-Paid Legal Services, Inc. Stock Option Plan (the
"Plan"), are incorporated herein by reference. The Board of Directors and the
shareholders of the Registrant have approved the amendment of the Plan to
increase the number of shares of Common Stock issuable pursuant to the Plan by
1,000,000 shares for a total of 2,000,000 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 1,000,000 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.
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 June 1, 2000.
PRE-PAID LEGAL SERVICES, INC.
By: /s/ RANDY HARP
----------------------------------
Randy Harp
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 Directors June 1, 2000
Harland C. Stonecipher and Chief Executive Officer
(Principal Executive Officer)
WILBURN L. SMITH* President and Director June 1, 2000
Wilburn L. Smith
/s/RANDY HARP Chief Operating Officer and Director June 1, 2000
Randy Harp
STEVE WILLIAMSON* Chief Financial Officer June 1, 2000
Steve Williamson (Principal Financial Officer)
KATHLEEN S. PINSON* Vice President, Controller and Director June 1, 2000
Kathleen S. Pinson (Principal Accounting Officer)
MARTIN H. BELSKY* Director June 1, 2000
Martin H. Belsky
PETER K. GRUNEBAUM* Director June 1, 2000
Peter K. Grunebaum
JOHN W. HAIL* Director June 1, 2000
John W. Hail
DAVID A. SAVULA* Director June 1, 2000
David A. Savula
SHIRLEY A. STONECIPHER* Director June 1, 2000
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 Arthur Andersen LLP.
23.3 Consent of Crowe & Dunlevy, A Professional Corporation
(included in Exhibit 5.1).
24.1 Powers of Attorney.
