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As filed with the Securities and Exchange Commission on February 20, 1997
Registration No. 333-
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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
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(Address of Principal Executive Offices) (Zip Code)
KANEB SERVICES, INC.
1996 DIRECTORS STOCK INCENTIVE PLAN
(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>
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Title of securities to be Amount to be Proposed maximum Proposed maximum Amount of
registered registered offering price per aggregate registration fee
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<S> <C> <C> <C> <C>
Common Stock, no par value 100,000 shares $3.3125 $331,250 $101
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</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 February 18,
1997.
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PRELIMINARY NOTE
This Registration Statement on Form S-8 is filed pursuant to General
Instruction E to Form S-8 to register additional shares of the Company's Common
Stock that may be awarded under the Company's 1996 Directors Stock Incentive
Plan.
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 Registration Statement on Form S-8, File No.
314071, dated October 15, 1996;
(b) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1995;
(c) 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.
(d) 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 8. EXHIBITS.
4.1 Amendment to Kaneb Services, Inc. 1996 Directors Stock Incentive.
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 4 hereof).
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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.
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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 20th day of
February, 1997.
KANEB SERVICES, INC.
By: Howard C. Wadsworth
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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.
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<CAPTION>
Name Title Date
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<S> <C> <C>
John R. Barnes Chairman of the Board, President February 20, 1997
- ------------------- and Chief Executive Officer
(John R. Barnes)
Tony M. Regan Controller (Principal Financial and February 20, 1997
- ------------------- Accounting Officer)
(Tony M. Regan)
Sangwoo Ahn Director February 20, 1997
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(Sangwoo Ahn)
Charles R. Cox Director February 20, 1997
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(Charles R. Cox)
Frank M. Burke Director February 20, 1997
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(Frank M. Burke)
Ralph A. Rehm Director February 20, 1997
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(Ralph A. Rehm)
James R. Whatley Director February 20, 1997
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(James R. Whatley)
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<S> <C>
4.1 Amendments to Kaneb Services, Inc. 1996 Directors Stock
Incentive Plan.
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 4 hereof).
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EXHIBIT 4.1
AMENDMENT NO.1 TO THE KANEB SERVICES, INC.
1996 DIRECTORS STOCK INCENTIVE PLAN
Section 4.02 of the Kaneb Services, Inc. 1996 Directors Stock Incentive
Plan is hereby amended to read in its entirety as follows:
"4.02 Maximum Number of Shares. The maximum aggregate number of
shares of Common Stock that may be utilized pursuant to the exercise of
Options and SARs under this Plan is 200,000, subject to increases and
adjustments as provided in Article VIII."
The remainder of the Plan shall be unchanged.
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EXHIBIT 5.1
[LETTERHEAD OF FULBRIGHT & JAWORSKI L.L.P.]
February 20, 1997
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 100,000 shares of the Company's common stock, no par
value (the "Shares"), to be awarded by the Company under its 1996 Directors
Stock Incentive 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.
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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
February 20, 1997
