AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
ON OCTOBER 12, 1995
REGISTRATION NO. 33-_________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
G&K SERVICES, INC.
(Exact name of Registrant as specified in its charter)
MINNESOTA
(State or other jurisdiction of incorporation)
41-0449530
(IRS Employer Identification No.)
505 WATERFORD PARK, SUITE 455
MINNEAPOLIS, MINNESOTA 55441
(Address of principal executive offices)
1989 STOCK OPTION AND COMPENSATION PLAN
(Full title of Plan)
RICHARD FINK
G&K SERVICES, INC.
505 WATERFORD PARK, SUITE 455
MINNEAPOLIS, MINNESOTA 55441
(Name and address of agent for service)
(612 ) 546-7440
(Telephone Number, Including Area Code, of Agent for Service)
Copies to:
NEIL I. SELL, ESQ.
MASLON EDELMAN BORMAN & BRAND,
A PROFESSIONAL LIMITED LIABILITY PARTNERSHIP
3300 NORWEST CENTER
MINNEAPOLIS, MN 55402-4140
(612) 672-8200
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
TITLE OF EACH CLASS PROPOSED MAXIMUM PROPOSED MAXIMUM
OF SECURITIES TO BE AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
REGISTERED REGISTERED PER SHARE(1) OFFERING PRICE(1) REGISTRATION FEE
<S> <C> <C> <C> <C>
Class A Common 900,000 $22.38 $20,142,000 $6,945.52
Stock ($.10 par value) shares
</TABLE>
(1) Estimated solely for purposes of computing the registration fee in
accordance with Rule 457(h) and based upon the average of the high and low
prices of the Common Stock on NASDAQ on October 10, 1995.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Registrant with the Securities and
Exchange Commission are incorporated herein by reference and made a part hereof:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year ended
July 1, 1995;
(b) The description of the Registrant's Common Stock included under the
caption "Description of Securities" in its Registration Statement on
Form S-1 (Registration No. 33-15456), initially filed July 1, 1987, as
amended August 5, 1987, and effective August 5, 1987; and
(c) The description of Common Stock included under the caption "Capital
Stock to be Registered" in its Registration Statement on Form 8-A,
dated October 24, 1969, including any amendments or reports filed for
the purpose of updating such description.
All documents subsequently filed by the Registrant 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 Registration Statement and to be part
hereof from the date of filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Company is governed by Minnesota Statutes Chapter 302A. Minnesota
Statutes Section 302A.521 provides that a corporation shall indemnify any person
made or threatened to be made a party to any proceeding by reason of the former
or present official capacity of such person against judgments, penalties, fines,
including, without limitation, excise taxes assessed against such person with
respect to an employee benefit plan, settlements, and reasonable expenses,
including attorneys' fees and disbursements, incurred by such person in
connection with the proceeding, if, with respect to the acts or omissions of
such person complained of in the proceeding, such person has not been
indemnified by another organization or employee benefit plan for the same
expenses with respect to the same acts or omissions; acted in good faith;
received no improper personal benefit and Section 302A.255, if applicable, has
been satisfied; in the case of a criminal proceeding, had no reasonable cause to
believe the conduct was unlawful; and in the case of acts or omissions by
persons in their official capacity for the corporation, reasonably believed that
the conduct was in the best interests of the corporation, or in the case of acts
or omissions by persons in their capacity for other organizations, reasonably
believed that the conduct was not opposed to the best interests of the
corporation.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
4A. Restated Articles of Incorporation of the Company (incorporated herein
by reference to the Company's Registration Statement on Form S-1
(Registration No. 33-15456)).
4B. Bylaws of the Company, as amended (incorporated herein by reference to
the Company's Registration Statement on Form S-1 (Registration No.
33-15456) and exhibit 3ii of the Registrants Quarterly Report on Form
10-Q, filed May 17, 1994).
5. Opinion of Maslon Edelman Borman & Brand, a Professional Limited
Liability Partnership.
23A. Consent of Arthur Andersen LLP.
23B. Consent of Maslon Edelman Borman & Brand, a Professional Limited
Liability Partnership (contained in Exhibit 5).
24. Power 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 paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8, and the information required to
included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(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 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) 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 foregoing provisions, 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 Act 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 Act and will be governed by the final adjudication of
such issue.
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 Minneapolis, State of Minnesota, on October 10, 1995.
G&K SERVICES, INC.
By /s/ Richard Fink
Richard Fink
Chairman of the Board and
Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of G&K Services, Inc. hereby
severally constitute Richard Fink, Stephen F. LaBelle and Neil I. Sell and each
of them singly, our true and lawful attorneys with full power to them, and each
of them singly, to sign for us and in our names, in the capacities indicated
below the registration statement filed herewith and any amendments to said
registration statement, and generally to do all such things in our name and
behalf in our capacities as officers and directors to enable G&K Services, Inc.
to comply with the provisions of the Securities Act of 1933 as amended, and all
requirements of the Securities and Exchange Commission, hereby ratifying and
confirming our signatures as they may be signed by our said attorneys, or any of
them, to said registration statement and any and all amendments thereto.
Pursuant to the requirements of the Securities Exchange Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the date indicated.
NAME TITLE DATE
/s/ Richard Fink Chairman of the Board, Chief October 10, 1995
Richard Fink Executive Officer (Principal
Executive Officer)
/s/ William Hope President and Director October 10, 1995
William Hope
/s/ Bruce G. Albright Director October 10, 1995
Bruce G. Albright
/s/ Donald W. Goldfus Director October 10, 1995
Donald W. Goldfus
/s/ Bernard Sweet Director October 10, 1995
Bernard Sweet
/s/ Paul Baszucki Director October 10, 1995
Paul Baszucki
/s/ Wayne Fortun Director October 10, 1995
Wayne Fortun
/s/ Stephen F. LaBelle Secretary and Chief Financial October 10, 1995
Stephen F. LaBelle Officer (Principal Financial and
Accounting Officer)
EXHIBITS
Exhibit Number Description of Exhibit
5. Opinion of Maslon Edelman Borman & Brand,
a Professional Limited Liability Partnership
23A. Consent of Arthur Andersen LLP
23B. Consent of Maslon Edelman Borman & Brand,
a Professional Limited Liability Partnership.
(contained in Exhibit 5).
24. Power of Attorney (contained on page II-5).
EXHIBIT 5
October 12, 1995
G&K Services, Inc.
505 Waterford Park, Suite 455
Minneapolis, Minnesota 55441
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted on behalf of G&K Services, Inc. (the "Company") in connection
with a Registration Statement on Form S-8 (the "Registration Statement") filed
by the Company with the Securities and Exchange Commission relating to an
aggregate of 900,000 shares of Common Stock, $.10 par value, to be issued by the
Company (the "Shares"), pursuant to the terms of the Company's 1989 Stock Option
and Compensation Plan (the "Plan"). Upon examination of such corporate documents
and records as we have deemed necessary or advisable for the purposes hereof, it
is our opinion that:
1. The Company is a validly existing corporation in good standing under the
laws of the State of Minnesota.
2. The Shares, when issued and paid for as contemplated by the Plan, and
when delivered against payment thereof in the manner contemplated by the Plan,
will be validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Maslon Edelman Borman & Brand,
a Professional Limited Liability Partnership
EXHIBIT 23A
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement on Form S-8, dated October 12, 1995, of
our report dated August 29, 1995 included in G&K Services, Inc. Form 10-K for
the year ended July 1, 1995 and to all references to our Firm included in this
registration statement.
/s/ Arthur Andersen L.L.P.
Minneapolis, Minnesota
October 12, 1995
