As filed with the Securities and Exchange Commission on July 30, 1998
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)
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Delaware 75-1191271
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
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2435 N. Central Expressway
Richardson, Texas 75080
(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
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Title of Proposed maximum Proposed maximum Amount of
securities to Amount to be offering price per aggregate registration
be registered registered share(1) offering price(1) fee
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Common Stock, 200,000 shares $5.3125 $1,062,500 $313.44
no par value
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(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 July 27, 1998.
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<PAGE>
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. 333-14071,
dated October 15, 1996;
(b) The Company's Registration Statement on Form S-8, File No. 333-22109,
dated February 20, 1997;
(c) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997;
(d) 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, 1997.
(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, 1997, have been so incorporated in reliance
on the report of PricewaterhouseCoopers 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.
4.2 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.
23.1 Consent of independent accountants, PricewaterhouseCoopers LLP, filed
herewith.
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 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 30th of July, 1998.
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.
Name Title Date
JOHN R. BARNES Chairman of the Board, President July 30, 1998
John R. Barnes and Chief Executive Officer
MICHAEL R. BAKKE Controller July 30, 1998
Michael R. Bakke (Principal Accounting Officer)
SANGWOO AHN Director July 30, 1998
Sangwoo Ahn
CHARLES R. COX Director July 30, 1998
Charles R. Cox
FRANK M. BURKE Director July 30, 1998
Frank M. Burke
HANS KESSLER Director July 30, 1998
Hans Kessler
JAMES R. WHATLEY Director July 30, 1998
James R. Whatley
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INDEX TO EXHIBITS
Number Exhibit
4.1 Amendment 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.
23.1 Consent of independent accountants, PricewaterhouseCoopers LLP.
25.1 Power of attorney (contained on page 4 hereof).
EXHIBIT 4.1
AMENDMENT NO. 2 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 400,000, subject to increases and adjustments
as provided in Article VIII."
The remainder of the Plan shall be unchanged.
EXHIBIT 5.1
[LETTERHEAD OF FULBRIGHT & JAWORSKI L.L.P.]
July 30, 1998
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 200,000 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.
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated February 19, 1998
appearing on page F-1 of Kaneb Services, Inc.'s Annual Report on Form 10-K for
the year ended December 31, 1997. We also consent to the reference to us under
the heading "Interests of Named Experts and Counsel" in such Registration
Statement.
PricewaterhouseCoopers LLP
Dallas, Texas
July 30, 1998
