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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 30, 1998
REGISTRATION NO. 333-_________
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.)
5995 OPUS PARKWAY, SUITE 500
MINNETONKA, MN 55343
(Address of principal executive offices)
1998 STOCK OPTION AND COMPENSATION PLAN
(Full title of Plan)
RICHARD FINK
G&K SERVICES, INC.
5995 OPUS PARKWAY, SUITE 500
MINNETONKA, MN 55343
(Name and address of agent for service)
(612) 912-5500
(Telephone Number, Including Area Code, of Agent for Service)
Copies to:
NEIL P. AYOTTE, ESQ.
STEPHEN A. TIGHT, ESQ.
MASLON EDELMAN BORMAN & BRAND, LLP
3300 NORWEST CENTER
MINNEAPOLIS, MN 55402-4140
(612) 672-8200
CALCULATION OF REGISTRATION FEE
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TITLE OF PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO BE AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION
REGISTERED REGISTERED (1) PER SHARE (1)(2) OFFERING PRICE (2) FEE
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Common Stock ($0.50 1,500,000 $43.00 $64,500,000 $17,931.00
par value per share)
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(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 26, 1998.
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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 June 27, 1998; and
(b) 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 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 part hereof from the date of filing of such documents.
ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
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 8. EXHIBITS.
4(a). 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), initially filed July 1,
1987, as amended August 5, 1987, and effective August 5, 1987);
and
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4(b). 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 3(ii) of the
Registrant's Quarterly Report on Form 10-Q, filed May 17,
1994).
5. Opinion of Maslon Edelman Borman & Brand, a Professional
Limited Liability Partnership.
23(a). Consent of Arthur Andersen LLP.
23(b). Consent of Maslon Edelman Borman & Brand, a Professional
Limited Liability Partnership (contained in Exhibit 5).
24. Power of Attorney (contained on page II-5).
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. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or
high and of the estimated maximum offering range may be
reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than
20 percent change in the maximum aggregate offering price
set forth in the "Calculation of Registration Fee" table
in the effective 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;
(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.
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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.
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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, as of October 30,
1998.
G&K SERVICES, INC.
By: /s/ Richard Fink
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Richard Fink
Chairman of the Board
POWER OF ATTORNEY
We, the undersigned officers and directors of G&K Services, Inc. hereby
severally constitute Richard Fink, Timothy W. Kuck 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 as of the date indicated.
NAME TITLE DATED AS OF
/s/ Richard Fink Chairman of the Board October 30, 1998
Richard Fink
/s/ William Hope Chief Executive Officer October 30, 1998
William Hope and Director
/s/ Bruce G. Allbright Director October 30, 1998
Bruce G. Allbright
/s/ Donald W. Goldfus Director October 30, 1998
Donald W. Goldfus
/s/ Bernard Sweet Director October 30, 1998
Bernard Sweet
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/s/ Paul Baszucki Director October 30, 1998
Paul Baszucki
/s/ Wayne M. Fortun Director October 30, 1998
Wayne M. Fortun
/s/ Thomas Moberly President, Chief Operating October 30, 1998
Thomas Moberly Officer and Director
/s/ Timothy W. Kuck Chief Financial Officer October 30, 1998
Timothy W. Kuck and Secretary
(Principal Financial Officer)
/s/ Michael F. Woodard Controller
Michael F. Woodard (Principal Accounting Officer) October 30, 1998
EXHIBITS
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EXHIBIT NUMBER DESCRIPTION OF EXHIBIT
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5. Opinion of Maslon Edelman Borman & Brand, LLP
23(a). Consent of Arthur Andersen LLP
23(b) Consent of Maslon Edelman Borman & Brand, LLP
(contained in Exhibit 5).
24. Power of Attorney (contained on page II -5).
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EXHIBIT 5
October 30, 1998
G&K Services, Inc.
5995 Opus Parkway, Suite 500
Minnetonka, Minnesota 55343
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 1,500,000 shares of Common Stock, $.50 par value, to
be issued by the Company (the "Shares"), pursuant to the terms of the Company's
1998 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, LLP
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EXHIBIT 23(a)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement of our report dated
August 21, 1998 included in G&K Services, Inc. Form 10-K for the year ended
June 27, 1998 and to all references to our Firm included in this Registration
Statement.
/s/ Arthur Andersen LLP
Minneapolis, Minnesota
October 30, 1998
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