<PAGE> 1
As filed with the Securities and Exchange Commission on October 11, 1996
Registration No. 333-
----------------
================================================================================
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 75-1191271
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
2435 N. CENTRAL EXPRESSWAY
RICHARDSON, TEXAS 75080
------------------------------------------- ----------
(Address of Principal Executive Offices) (Zip Code)
KANEB SERVICES, INC.
DIRECTORS STOCK OPTIONS I
(Full title of the plan)
MICHAEL B. GLAZER, CORPORATE COUNSEL
KANEB SERVICES, INC.
2435 N. CENTRAL EXPRESSWAY
RICHARDSON, TEXAS 75080
(Name and address of agent for service)
(972) 699-4000
(Telephone number, including area code, of agent for service)
------------------------------
Copy to:
FULBRIGHT & JAWORSKI L.L.P.
1301 MCKINNEY, SUITE 5100
HOUSTON, TEXAS 77010-3095
(713) 651-5151
ATTENTION: JOHN A. WATSON
------------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=====================================================================================================================
Title of securities to be Amount to be Proposed maximum Proposed maximum Amount of
registered registered offering price per aggregate registration fee
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, no par value 110,000 shares $3.1875 $350,625 $106
=====================================================================================================================
</TABLE>
(1) 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 sales prices of a share of
Common Stock as reported by The New York Stock Exchange on October 8,
1996.
================================================================================
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
Kaneb Services, Inc., a Delaware corporation (the "Company"), hereby
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, 1995.
(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 December 31, 1995.
(c) The description of the Company's common stock, no par value
(the "Common Stock"), contained in a registration statement on
Form 8-A filed pursuant to 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, is hereby
deemed to be incorporated by reference in this Registration Statement and a
part hereof from the date of the filing of such documents.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The consolidated financial statements of the Company incorporated in
this Registration Statement by reference to the Company's Annual Report on Form
10-K for the year ended December 31, 1995, have been so incorporated in
reliance on the report of Price Waterhouse LLP, independent accountants, given
on the authority of said firm as experts in accounting and auditing. The
validity of the issuance of the shares of Common Stock registered hereby will
be passed upon by Fulbright & Jaworski L.L.P., counsel to the Company.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article Twelve of the Company's Certificate of Incorporation provides
that no director of the Company will be personally liable to the Company or its
stockholders for monetary damages for breach of fiduciary duty by such
directors as a director; provided, however, that such article will not
eliminate or limit liability of a director to the extent provided by applicable
law (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 a knowing violation of the law, (iii) under Section
174 of the General Corporation Law of the State of Delaware (the "GCL"), or
(iv) for any transaction from which the director derived an improper personal
benefit.
Section 145 of the General Corporation Law of the State of Delaware
empowers the Company to, and the By-Laws of the Company provide that it shall,
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 by reason of
the fact that he is or was a director, officer, employee or agent of the
Company, or is or was serving at the request of the Company as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, against expenses, 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
Company, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful; except that, in the case
of an action or suit by or in the right of the Company, no
<PAGE> 3
indemnification may be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the Company unless
and only to the extent that the Court of Chancery or the court in which such
action or suit was brought shall determine that such person is fairly and
reasonably entitled to indemnity for proper expenses.
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
and the By-laws of the Company.
ITEM 8. EXHIBITS.
4.1 Certificate of Designation related to the
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
related to the Registrant's Series B Junior
Participating Preferred Stock, filed as Exhibit 1 of
the exhibits to the Registrant's Current Report on
Form 8-K and Registration Statement on Form 8-A,
dated April 5, 1988, which exhibit is hereby
incorporated by reference.
4.3 Certificate of Designation related to the
Registrant's Adjustable Rate Cumulative Class A
Preferred Stock, Series C, dated April 23, 1991,
filed as Exhibit 4.4 of the exhibits to the
Registrant's Annual Report on Form 10-K for the year
ended December 31, 1991, which exhibit is hereby
incorporated by reference.
4.4 Indenture between Moran Energy Inc. and First City
National Bank of Houston, dated as of January 15,
1984, under which Moran Energy Inc. issued the 8 3/4%
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 is
hereby incorporated.
4.5 First Supplemental Indenture between the Registrant
and First City, dated as of March 20, 1984, under
which the Registrant assumed obligations under the
Indenture listed as Exhibit 4.4 above, filed as
Exhibit 4.8 of the 1983 Form 10-K, which exhibit is
hereby incorporated by reference.
4.6 Form of Stock Option Agreement.
5.1 Opinion of Fulbright & Jaworski L.L.P. regarding the
legality of the securities being registered.
24.1 Consent of independent accountants, Price Waterhouse
LLP, filed herewith.
24.2 Consent of Fulbright & Jaworski L.L.P. (contained in
Exhibit 5.1 hereto).
25.1 Power of attorney (contained on page 5 hereof).
<PAGE> 4
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(i) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(A) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933, as amended (the "Securities
Act");
(B) 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
(C) 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 (a)(i)(A) and (a)(i)(B) 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 Section 15(d) of the Exchange
Act that are incorporated by reference in this Registration Statement.
(ii) 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.
(iii) 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.
(b) The undersigned Registrant hereby undertakes that, for 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.
(c) 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.
<PAGE> 5
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Howard C. Wadsworth or Tony M. Regan 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 the foregoing
filing, 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 the foregoing filing and had duly caused the foregoing
filing to be signed on its behalf by the undersigned, thereunto duly authorized,
in the City of Richardson, State of Texas, on the 11th day of October, 1996.
KANEB SERVICES, INC.
By: Howard C. Wadsworth
-----------------------------
Name: (Howard C. Wadsworth)
Title: Vice President, Secretary and
Treasurer
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE
FOREGOING FILING HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND
ON THE DATES INDICATED.
<TABLE>
<CAPTION>
Name Title Date
- -------------------------- ---------------------------------- ----------------
<S> <C> <C>
John R. Barnes Chairman of the Board, President October 11, 1996
- -------------------------- and Chief Executive Officer
(John R. Barnes)
Tony M. Regan Controller (Principal Financial and October 11, 1996
- -------------------------- Accounting Officer)
(Tony M. Regan)
Sangwoo Ahn Director October 11, 1996
- --------------------------
(Sangwoo Ahn)
Charles R. Cox Director October 11, 1996
- --------------------------
(Charles R. Cox)
Preston A. Peak Director October 11, 1996
- --------------------------
(Preston A. Peak)
Ralph A. Rehm Director October 11, 1996
- --------------------------
(Ralph A. Rehm)
James R. Whatley Director October 11, 1996
- --------------------------
(James R. Whatley)
</TABLE>
<PAGE> 6
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Number Exhibit
------ -------
<S> <C>
4.1 Certificate of Designation related to the
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
related to the Registrant's Series B Junior
Participating Preferred Stock, filed as Exhibit 1 of
the exhibits to the Registrant's Current Report on
Form 8-K and Registration Statement on Form 8-A,
dated April 5, 1988, which exhibit is hereby
incorporated by reference.
4.3 Certificate of Designation related to the
Registrant's Adjustable Rate Cumulative Class A
Preferred Stock, Series C, dated April 23, 1991,
filed as Exhibit 4.4 of the exhibits to Registrant's
Annual Report on From 10-K for the year ended
December 31, 1991, which exhibit is hereby
incorporated by reference.
4.4 Indenture between Moran Energy Inc. and First City
National Bank of Houston, dated as of January 15,
1984, under which Moran Energy Inc. issued the 8 3/4%
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 is
hereby incorporated.
4.5 First Supplemental Indenture between the Registrant
and First City, dated as of March 20, 1984, under
which the Registrant assumed obligations under the
Indenture listed as Exhibit 4.4 above, filed as
Exhibit 4.8 of the 1983 Form 10-K, which exhibit is
hereby incorporated by reference.
4.6 Form of Stock Option Agreement.
5.1 Opinion of Fulbright & Jaworski L.L.P. regarding the
legality of the securities being registered.
24.1 Consent of independent accountants, Price Waterhouse
LLP, filed herewith.
24.2 Consent of Fulbright & Jaworski L.L.P. (contained in
Exhibit 5.1 hereto).
25.1 Power of attorney (contained on page 5 hereof).
</TABLE>
<PAGE> 1
EXHIBIT 4.6
STOCK OPTION AGREEMENT
Agreement made this ____________ day of ________________________,
19_______, 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"), 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 ____________ 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 $____________ 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
the period of three (3) months 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
the 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 at the time
of such exercise. 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
<PAGE> 2
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, 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
<PAGE> 3
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:
- ------------------------- --------------------------------
Name
Title
-----------------------------------
Name
"Optionee"
<PAGE> 1
EXHIBIT 5.1
[LETTERHEAD OF FULBRIGHT & JAWORSKI L.L.P.]
October 11, 1996
Kaneb Services, Inc.
2435 N. Central Expressway
Suite 700
Richardson, Texas 75080
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 of 110,000 shares of the Company's common stock, no par
value (the "Shares"), to be awarded by the Company under its Directors Stock
Options I plan (the "Plan") upon the terms and subject to the conditions set
forth in the Company's Registration Statement on Form S-8 covering the Shares
(the "Registration Statement") to be filed with the Securities and Exchange
Commission.
In connection therewith, we have examined the Registration Statement,
originals or copies certified or otherwise identified to our satisfaction of
the Restated Certificate of Incorporation of the Company, as amended, the
By-laws of the Company and such other documents and instruments as we have
deemed necessary or appropriate for the expression of the opinions contained
herein.
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 have been duly and validly authorized for issuance and, upon issuance
thereof in accordance with the Plan, will be duly and validly issued, fully
paid and nonassessable.
The opinions expressed herein relate solely to, are based solely upon
and are limited exclusively to the laws of the State of Delaware and the
federal laws of the United States of America, to the extent applicable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name under the caption "Item 5.
Interest of Named Experts and Counsel" in the Registration Statement.
Very truly yours,
Fulbright & Jaworski L.L.P.
<PAGE> 1
EXHIBIT 24.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated March 5, 1996 appearing
on page F-1 of Kaneb Services, Inc.'s Annual Report on Form 10-K for the year
ended December 31, 1995. 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
October 11, 1996
