<PAGE> 1
As filed with the Securities and Exchange Commission on April 28, 1995
Registration No.______________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
-------------------------
KANEB SERVICES, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 4619 75-1191271
(State or other (Primary standard industrial (I.R.S employer
jurisdiction of classification code number) identification no.)
incorporation or
organization
2435 NORTH CENTRAL EXPRESSWAY, SUITE 700
RICHARDSON, TX 75080
(214) 699-4000
(Address, including zip code, and telephone number, including area code,
of Registrant's principal executive offices)
-------------------------
$1.63 DIRECTOR STOCK OPTIONS
(Full title of the plan)
HOWARD C. WADSWORTH
2435 NORTH CENTRAL EXPRESSWAY, SUITE 700
RICHARDSON, TX 75082
(214) 699-4000
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
Copies to:
Fulbright & Jaworski L.L.P.
1301 McKinney, Suite 5100
Houston, TX 77010
(713) 651-5151
Attention: John A. Watson
-------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=======================================================================================================================
Proposed maximum Proposed maximum
Title of shares to be Amount offering price per aggregate offering Amount of
registered to be registered share price registration fee
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
without par value 100,000 shares(1) $1.8125(2) $181,250(2) $57
=======================================================================================================================
</TABLE>
(1) There are also registered hereby such indeterminate number of shares of
common stock as may become issuable by reason of the anti-dilution
provisions of the plan.
(2) Pursuant to Rule 457(h), the proposed maximum offering price is estimated,
solely for the purpose of determining the registration fee, on the basis
of the average high and low prices of the Common Stock in the consolidated
reporting system on April 26, 1995, which was $1.8125.
================================================================================
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
Kaneb Services, Inc. (the "Company") incorporates by reference
in this Registration Statement the following documents:
(a) The Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1994.
(b) All other reports filed pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), since the fiscal year ended December 31, 1994.
(c) The description of the Company's common stock, no par
value (the "Common Stock"), which is contained in a registration
statement filed under the Exchange Act, including any amendment or
report filed for the purpose of updating such description.
All documents subsequently filed by the Company 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 a
part hereof from the date of the filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The consolidated financial statements and schedules of the
Company incorporated by reference in this Registration Statement from the
Company's Annual Report on Form 10-K for the year ended December 31, 1994, have
been audited by Price Waterhouse LLP, independent accountants, as indicated in
their reports with respect thereto and are incorporated herein in reliance upon
the authority of said firm as experts in accounting and auditing.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of the State of
Delaware provides that a corporation shall have the power to indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the corporation) by reason of the fact that he is or was a director or
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The Company's bylaws
provide for the indemnification of directors, officers, employees or agents of
the Company to fullest extent permitted under Delaware law.
Article Twelve of the Company's Certificate of Incorporation
provides, in part, that a director of the Company shall not be personally
liable to the Company or its stockholders for monetary damages for breach
II-1
<PAGE> 3
of fiduciary duty as a director, except for liability (i) for any breach of the
director's duty of loyalty to the Company or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or knowing
violation of law, (iii) for illegal dividends and stock repurchases or (iv) for
any transaction for which the director derived an improper personal benefit.
In 1986, the Company entered into individual Indemnification
Assurance Agreements (the "Agreements") with each person who was then a
director or executive officer of the Company. Pursuant to the Agreements, the
Company has agreed to indemnify such persons to the full extent provided by
applicable law in the bylaws of the Company.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4.1 Certificate of Designation related to registrant's Adjustable
Rate Cumulative Class A Preferred Stock (filed as Exhibit 4 of
the exhibits to the registrant's quarterly report on Form 10-Q
for the quarter ended September 30, 1983, which exhibit is
hereby incorporated by reference).
4.2 Certificate of Designation, Preferences and Rights of Series B
Junior Participating Preferred Stock (filed as Exhibit 1 of the
exhibits to the registrant's report on Form 8-K and registration
statement on Form 8-A, both filed with the Securities and
Exchange Commission on April 5, 1988, which exhibit is hereby
incorporated by reference).
4.3 Certificate of Designations to the Restated Certificate of
Incorporation of the registrant dated February 11, 1991 (filed
as Exhibit 4.3 to the registrant's report on Form 10-K for the
year ended December 31, 1990, which exhibit is hereby
incorporated by reference).
4.4 Certificate of Designation to the Restated Certificate of
Incorporation of registrant dated April 23, 1991 (filed as
Exhibit 4.4 of the exhibits to registrant's report on Form 10-K
for the year ended December 31, 1991, which exhibit is hereby
incorporated herein).
4.5 Certificate of Designation dated November 2, 1992 relating to
the issuance of Series E Preferred Stock (filed as Exhibit 10.2
of the exhibits to registrant's report on Form 8-K dated January
23, 1993, which exhibit is hereby incorporated by reference).
4.6 Indenture, dated as of January 1, 1978, between Moran Energy
Inc. and First City National Bank of Houston, under which Moran
Energy Inc issued the 11 1/2% Subordinated Debentures due 1998
(filed as Exhibit 2(g) to Moran Energy Inc.'s Registration
Statement on Form S-7 (SEC File No. 2-61216), which exhibit is
hereby incorporated by reference).
4.7 First Supplemental Indenture, dated as of March 20, 1984,
between the registrant and First City National Bank of Houston,
under which the registrant assumed obligations under the
Indenture listed as Exhibit 4.6 above (filed as Exhibit 4.4 to
the registrant's report on Form 10-K for the year ended December
31, 1983, which is hereby incorporated by reference).
4.8 Indenture, dated as of November 1, 1980, between Moran Energy
International N.V., Moran Energy Inc. and First City National
Bank of Houston, under which Moran Energy International N.V.
issued the 8% Convertible Subordinated Debentures due 1995 of
Moran Energy International N.V. guaranteed on a subordinated
basis by Moran Energy Inc. (filed as Exhibit 4(b) to Moran
Energy Inc.'s Form 10-K for the year ended December 1, 1980,
which Exhibit 4(b) is hereby incorporated by reference).
II-2
<PAGE> 4
4.9 First Supplemental Indenture, dated as of March 20, 1984, by and
among Moran Energy International N.V., the registrant and First
City National Bank of Houston, under which the registrant
assumed Moran Energy Inc.'s obligations under the Indenture
listed as Exhibit 4.8 above (filed as Exhibit 4.7 to the
registrant's Form 10-K for the year ended December 31, 1983,
which is hereby incorporated by reference).
4.10 Indenture, dated as of January 15, 1984, between Moran Energy
Inc. and First City National Bank of Houston, under which Moran
Energy Inc. issued the 8 3/4% Convertible Subordinated
Debentures due 2008 (filed as Exhibit 4.1 to Moran Energy Inc.'s
registration statement on Form S-3 (SEC File No. 2-81227), which
Exhibit 4.1 is hereby incorporated by reference).
4.11 First Supplemental Indenture, dated as of March 20, 1984,
between the registrant and First City National Bank of Houston,
under which the registrant assumed obligations under the
Indenture listed as Exhibit 4.10 above (filed as Exhibit 4.8 to
the registrant's Form 10-K for the year ended December 31, 1983,
which is hereby incorporated by reference.
4.12 Form of Stock Option Agreement
5. Opinion of Fulbright & Jaworski L.L.P., as to legality of
securities registered hereby.
23.1 Consent of independent auditors: Price Waterhouse LLP.
23.2 Consent of independent accountants: Price Waterhouse LLP.
24. Power of attorney (contained on page II-5 hereof).
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, as amended (the
"Securities Act");
(ii) To reflect in the prospectus any facts or
events arising after the effective date of this Registration
Statement (or the most recent post-effective amendment hereof)
which, individually or in the aggregate, represent a fundamental
change in the information set forth in this Registration
Statement; and
(iii) To include any material information with
respect to the plan of distribution not previously disclosed in
this Registration Statement or any material change to such
information in this Registration Statement;
Provided however, that paragraphs (i) and (ii) do not apply if
the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the Company
pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated
by reference in this Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered herein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
II-3
<PAGE> 5
(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 the
purposes of determining any liability under the Securities Act, each filing of
the Company's Annual Report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference into this Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered herein, 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 may be permitted to directors, officers, and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
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 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the Company
of expenses incurred or paid by a director, officer or controlling person of
the Company 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 Company 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 of whether such indemnification
by it is against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.
II-4
<PAGE> 6
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Howard C. Wadsworth to act as his true
and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all post-effective amendments to this Registration
Statement, and to file the same with all exhibits thereto and all documents in
connection therewith, with the Securities and Exchange Commission, granting
unto 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 and
to all intents and purposes as he might or could do in person, hereby ratifying
and confirming all that said attorney-in-fact or agent, or his substitute or
substitutes or all of them may lawfully do or cause to be done by virtue
hereof.
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 Richardson, State of Texas, on the 27th day of
April, 1995.
KANEB SERVICES, INC.
By: /s/ HOWARD C. WADSWORTH
---------------------------------
Name: Howard C. Wadsworth
Title: Vice President -
Administration/Treasurer
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.
<TABLE>
<CAPTION>
Name Title Date
---- ----- ----
<S> <C> <C>
/s/ JOHN R. BARNES Chairman of the Board, President and April 27, 1995
- ------------------------ Chief Executive Officer
(John R. Barnes)
/s/ TONY M. REGAN Controller (Principal Financial and April 27, 1995
- ------------------------ Accounting Officer)
(Tony M. Regan)
- ------------------------ Director
(Sangwoo Ahn)
/s/ C. E. BENTLEY Director April 27, 1995
- ------------------------
(C. E. Bentley)
</TABLE>
<PAGE> 7
<TABLE>
<CAPTION>
Name Title Date
---- ----- ----
<S> <C> <C>
/s/ PRESTON A. PEAK Director April 27, 1995
- -----------------------
(Preston A. Peak)
/s/ RALPH A. REHM Director April 27, 1995
- -----------------------
(Ralph A. Rehm)
/s/ JAMES R. WHATLEY Director April 27, 1995
- -----------------------
(James R. Whatley)
</TABLE>
II-6
<PAGE> 8
INDEX TO EXHIBITS
4.12 Form of Stock Option Agreement
5. Opinion of Fulbright & Jaworski L.L.P., as to legality of
securities registered hereby.
23.1 Consent of independent auditors: Price Waterhouse LLP.
23.2 Consent of independent accountants: Price Waterhouse LLP.
24. Power of attorney (contained on page II-5 hereof).
<PAGE> 1
Exhibit 4.12
STOCK OPTION AGREEMENT
Agreement made this 7th day of February, 1995, between Kaneb Services,
Inc. (the "Company"), and ________________ ("Optionee").
Optionee has been elected and is presently serving as a director of the
Company. In order to afford Optionee the opportunity to purchase shares of the
Common Stock of the Company, without par value (the "Stock") which Stock is
currently being held in the treasury of the Company as Treasury Stock, the
Company and Optionee hereby agree as follows:
1. Grant of Option. The Company hereby irrevocably grants
to Optionee the right and option ("Option") to purchase all or any part of an
aggregate of 20,000 shares of Stock, on the terms and conditions set forth
herein.
2. Purchase Price. The purchase price of Stock purchased
pursuant to the exercise of this Option shall be equal to the closing price of
the Stock on the date of grant hereof, which has been determined to be $1.63
per share.
3. Exercise of Option. Subject to the earlier expiration
of this Option as herein provided, this Option may be exercised, by written
notice to the Company, at any time and from time to time prior to the
expiration of ten (10) years from the date of grant hereof. This Option is not
transferable by Optionee otherwise than by will or the laws of descent and
distribution and may be exercised only by Optionee during his lifetime and
while he remains a director of the Company, except that:
(a) if Optionee ceases to be a director of the
Company other than by reason of death, this Option may be exercised by Optionee
at any time during a period of ninety (90) days following such cessation; or
(b) if Optionee dies while serving as a director of
the Company, his estate or the person who acquires this Option by bequest or
inheritance or by reason of the death of Optionee may exercise this Option at
any time during a period of one (1) year following the date of Optionee's
death.
This Option shall not be exercisable in any event after the expiration
of ten (10) years from the date of grant hereof. The purchase price of shares
as to which this Option is exercised shall be paid in full in cash or a cash
equivalent acceptable to the Company. Unless and until a certificate or
certificates representing such shares shall have been issued by the Company to
him, Optionee (or the person permitted to exercise this Option in the event of
Optionee's death) shall not be or have any of the rights or privileges of
stockholder of the Company with respect to shares purchasable upon the exercise
of this Option.
4. Restricted Shares. Upon an exercise of this Option,
Optionee (or the person permitted to exercise this Option in the event of
Optionee's death), if requested by the Company to do so, will execute and
deliver to the Company in writing a letter containing such provisions as the
Company may require to assure compliance with applicable federal and state
securities laws. No sale or disposition of Stock purchased hereunder shall be
made in the absence of a registration statement being on file with respect to
such Stock under the Securities Act of 1933 unless an option of counsel
satisfactory to the Company that such sale or disposition will not constitute a
violation of the Securities Act of 1933 or any applicable state securities laws
is first obtained. The certificates representing shares of Stock purchased
under this Option may bear such legend as the Board of Directors of the Company
deems appropriate, referring to the provisions of this Paragraph 4.
5. Recapitalization or Reorganization.
(a) The existence of this Option shall not affect
in any way the right or power of the Board of Directors or the stockholders of
the Company to make or authorize any adjustment,
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<PAGE> 2
recapitalization, reorganization or other change in the Company's capital
structure or its business, any merger or consolidation of the Company, any issue
of bonds, debentures, preferred or prior preference stocks ahead of or affecting
Stock or the rights thereof, the dissolution or liquidation of the Company or
any sale or transfer of all or any part of its assets or business, or any other
corporate act or proceeding.
(b) The shares with respect to which this Option is
exercisable are shares of Stock as presently constituted, but if, and whenever,
prior to the expiration of this Option, the Company shall effect a subdivision
or consolidation of shares of Stock or the payment of a stock dividend on Stock
without receipt of consideration by the Company, the number of shares of Stock
with respect to which such Option may thereafter be exercised (i) in the event
of an increase in the number of outstanding shares shall be proportionately
increased and the purchase price per share shall be proportionately reduced,
and (ii) in the event of a reduction in the number of outstanding shares, shall
be proportionately reduced, and the purchase price per share shall be
proportionately increased.
(c) If the Company merges or consolidates with one
or more corporations and the Company shall be the surviving corporation,
thereafter upon any exercise of this Option the Optionee shall be entitled to
purchase, in lieu of the number of shares of Stock as to which this Option
shall then be exercisable, the number and class of shares of stock and
securities to which the Optionee would have been entitled pursuant to the terms
of the agreement of merger or consolidation if, immediately prior to such
merger or consolidation, the Optionee had been the holder of record of the
number of shares of Stock as to which this Option is then exercisable. If the
Company shall not be the surviving corporation in any merger or consolidation,
or if the Company is to be dissolved or liquidated, then unless a surviving
corporation assumes or substitutes a new Option for this Option, this Option
shall expire upon the effective date of such merger or consolidation or such
dissolution or liquidation.
(d) Except as hereinbefore expressly provided, the
issuance by the Company of shares of stock of any class or securities
convertible into shares of stock of any class, for cash, property, labor or
services, upon direct sale, upon the exercise of rights or warrants to
subscribe therefore, or upon conversion of shares or obligations of the Company
convertible into such shares or other securities, and in any case whether or
not for fair value, shall not affect, and no adjustment by reason thereof shall
be made with respect to, the number of shares of Stock subject to this Option
or the purchase price per share.
6. Binding Effect. This Agreement shall be binding upon
and inure to the benefit of any successors of the Company and all persons
lawfully claiming under Optionee.
IN WITNESS WHEREOF, the Company has caused this Agreement to be duly
executed by its officers thereunto duly authorized, and Optionee has executed
this Agreement, all on the day and year first above written.
ATTEST: KANEB SERVICES, INC.
"Company"
By:
- ----------------------------- --------------------------------
John R. Barnes
Chairman of the Board, President
and Chief Executive Officer
-----------------------------------
"Optionee"
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<PAGE> 3
DISTRIBUTION
Sangwoo Ahn 20,000
C.E. Bentley 20,000
Preston A. Peak 20,000
Ralph A. Rehm 20,000
James R. Whatley 20,000
-3-
<PAGE> 1
Exhibit 5
FULBRIGHT & JAWORSKI
L.L.P.
A Registered Limited Liability Partnership
1301 McKinney, Suite 5100
Houston, Texas 77010-3095
HOUSTON
WASHINGTON, D.C.
AUSTIN
SAN ANTONIO
TELEPHONE: 713/651-5151 DALLAS
TELEX: 76-2829 NEW YORK
FACSIMILE: 713/651-5246 LOS ANGELES
LONDON
HONG KONG
April 27, 1995
Kaneb Services, Inc.
2400 Lakeside Boulevard, Sixth Floor
Richardson, TX 75082
Gentlemen:
We have acted as counsel for Kaneb Services, Inc., a Delaware
corporation (the "Company"), in connection with the registration under the
Securities Act of 1933, as amended, of 100,000 shares of the Company's common
stock, no par value (the "Shares"), to be offered upon the terms and subject to
the conditions set forth in the Company's $1.63 Director Stock Options (the
"Plan").
In connection therewith, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of the Restated
Certificate of Incorporation of the Company, as amended, the Bylaws of the
Company, the Plan and such other documents and instruments as we have deemed
necessary or appropriate for the expression of the opinions contained herein.
We have also reviewed the Company's Registration Statement on Form S-8 to be
filed with the Securities and Exchange Commission with respect to the Shares
(the "Registration Statement").
We have assumed the authenticity and completeness of all records,
certificates and other instruments submitted to us as originals, the conformity
to original documents of all records, certificates and other instruments
submitted to us as copies, the authenticity and completeness of the originals
of those records, certificates and other instruments submitted to us as copies
and the correctness of all statements of fact contained in all records,
certificates and other instruments that we have examined.
Based on the foregoing and having regard for such legal
considerations as we have deemed relevant, we are of the opinion that the
Shares, when issued in accordance with the terms of the Plan, will be validly
issued, fully paid and non-assessable.
<PAGE> 2
Kaneb Services, Inc.
April 27, 1995
Page 2
The opinions expressed herein are limited exclusively to the
General Corporation Law of the State of Delaware.
We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement.
Very truly yours,
Fulbright & Jaworski L.L.P.
<PAGE> 1
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated March 22, 1995 appearing
on page F-1 of Kaneb Services, Inc.'s Annual Report on Form 10-K for the year
ended December 31, 1994. We also consent to the reference to us under the
heading "Interests of Named Experts and Counsel" in such Registration
Statement.
PRICE WATERHOUSE LLP
Dallas, Texas
April 28, 1995
<PAGE> 1
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of Kaneb Services, Inc. of our report dated
January 27, 1995, except as to Note 8, which is as of February 17, 1995,
relating to the financial statements of Wyco Pipe Line Company, which appears
in the Current Report on Form 8-K of Kaneb Services, Inc. dated March 13, 1995.
PRICE WATERHOUSE LLP
Chicago, Illinois
April 28, 1995
