<PAGE> 1
As Filed with the Securities and Exchange Commission on June 3, 1994
Registration No. 33-
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------
ANGELICA CORPORATION
(Exact name of registrant as specified in charter)
MISSOURI 43-0905260
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
424 South Woods Mill Road
Chesterfield, Missouri 63017-3406
(Address of principal executive offices) (Zip Code)
ANGELICA CORPORATION
1994 PERFORMANCE PLAN
(Full title of the plan)
--------------------
T. M. ARMSTRONG
Senior Vice President-Finance and Administration and Chief Financial Officer
Angelica Corporation
424 South Woods Mill Road
Chesterfield, Missouri 63017-3406
(Name and address of agent for service)
Telephone number, including area code, of agent for service: (314) 854-3800
--------------------
Copy to:
ROBERT M. LAROSE, ESQ.
Thompson & Mitchell
One Mercantile Center
St. Louis, Missouri 63101
(314) 231-7676
<TABLE>
CALCULATION OF REGISTRATION FEE
- ----------------------------------------------------------------------------------------
<CAPTION>
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering Registra-
Registered Registered Share(2) Price(2) tion Fee
- ----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$1.00 par value(1) 500,000 shares $26.50 $13,250,000 $4,568.97
- ----------------------------------------------------------------------------------------
<FN>
(1) This Registration Statement also covers Rights pursuant to the
Shareholder Protection Rights Plan; one Right is attached to each
share of Common Stock and trades with such share.
(2) Estimated solely for purposes of computing the Registration Fee
pursuant to the provisions of Rule 457(h), based upon a price of
$26.50 per share, being the average of the high and low prices per
share as reported on the New York Stock Exchange on June 1, 1994.
</TABLE>
<PAGE> 2
ANGELICA CORPORATION
1994 PERFORMANCE PLAN
Item 3. Incorporation of Certain Documents by Reference.
-----------------------------------------------
The following documents filed by Angelica Corporation (the "Company")
with the Securities and Exchange Commission are incorporated herein by
reference:
(i) The Company's latest Annual Report on Form 10-K, for the year
ended January 29, 1994.
(ii) The Company's latest Quarterly Report on Form 10-Q, for the
three months ended April 30, 1994.
(iii) The description of the Company's Common Stock set forth in the
Company's registration statement filed under the Securities
Exchange Act of 1934 (File No. 1-5674), including any
amendment filed for the purpose of updating such description.
(iv) The description of the Company's Shareholder Protection Rights
Plan set forth in the Registration Statement on Form 8-A dated
August 24, 1988, and any amendment filed for the purpose of
updating such description.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the 1934 Act, after the date of this Registration
Statement and prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which
deregisters all securities remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be made a
part hereof from the date of filing of such documents. Any statement
contained herein or in a document incorporated herein by reference shall
be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained in a subsequently filed
document incorporated herein by reference modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of the
Registration Statement.
Item 6. Indemnification of Directors and Officers.
------------------------------------------
As permitted by Section 351.355 of The General and Business
Corporation Law of Missouri, the By-Laws of the Company contain provisions
permitting indemnification of officers, directors and, under certain
circumstances, employees. The Company has entered into indemnification
agreements with its directors and elected officers and may enter into such
agreements with future directors and elected officers and with certain
other employees and agents indemnifying them under certain circumstances.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or persons
controlling the Company pursuant to such provisions, the Company has been
informed that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in such Act and
is therefore unenforceable.
<PAGE> 3
Item 8. Exhibits.
---------
The following exhibits are filed herewith or incorporated herein by
reference:
4.1 Restated Articles of Incorporation of the Company, filed as
Exhibit 3.1 to the Company's Annual Report on Form 10-K for the
year ended January 26, 1991, and incorporated herein by
reference.
4.2 By-Laws of the Company, as amended, filed as Exhibit 3.2 to the
Company's Annual Report on Form 10-K for the year ended
January 29, 1994, and incorporated herein by reference.
4.3 Shareholder Protection Rights Plan, filed in the Registration
Statement on Form 8-A (File No. 1-5674) dated August 24, 1988,
and incorporated herein by reference.
4.4 Angelica Corporation 1994 Performance Plan, filed as Appendix A
to the Company's Proxy Statement for the 1994 Annual Meeting of
Shareholders, and incorporated herein by reference.
5 Opinion of Thompson & Mitchell as to the legality of the
securities to be issued.
23 Consent of Arthur Andersen & Co.
25 Power of Attorney (set forth on signature page hereto).
Item 9. Undertakings.
------------
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers and 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;
(iii) To include any material information with respect
to the plan of distribution previously
disclosed in the registration statement or any
material change to such information in the
registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the registration statement is on Form S-3 or Form
S-8, and the information required
-2-
<PAGE> 4
to be included in a post-effective amendment by those paragraphs
is contained in periodic reports filed by the registrant pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference 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.
(b) 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 Section
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.
(c) 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.
-3-
<PAGE> 5
SIGNATURES
The Registrant. 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 County of St. Louis,
State of Missouri, on May 24, 1994.
ANGELICA CORPORATION
By /s/ Lawrence J. Young
------------------------
Lawrence J. Young
Chairman of the Board and President
We, the undersigned officers and directors of Angelica
Corporation, hereby severally and individually constitute and appoint
Lawrence J. Young and Theodore M. Armstrong, and each of them, the true
and lawful attorneys and agents of each of us to execute in the name,
place and stead of each of us (individually and in any capacity stated
below) any and all amendments to this Registration Statement on Form S-8
and all instruments necessary or advisable in connection therewith and to
file the same with the Securities and Exchange Commission, each of said
attorneys and agents to have the power to act with or without the other
and to have full power and authority to do and perform in the name and on
behalf of each of the undersigned every act whatsoever necessary or
advisable to be done in the premises as fully and to all intents and
purposes as any of the undersigned might or could do in person, and we
hereby ratify and confirm our signatures as they may be signed by our said
attorneys and agents and each of them to any and all such amendments and
instruments.
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 date indicated.
Signature Title Date
--------- ----- ----
/s/ Lawrence J. Young Chairman of the Board, May 24, 1994
- ------------------------- President and Director
Lawrence J. Young (Principal Executive Officer)
/s/ Theodore M. Armstrong Senior Vice President-Finance and May 24, 1994
- ------------------------- Administration and Chief Financial
Theodore M. Armstrong Officer
(Principal Financial Officer)
-4-
<PAGE> 6
Signature Title Date
--------- ----- ----
/s/ L. Linden Mann Controller May 24, 1994
- ------------------------- (Principal Financial Officer)
L. Linden Mann
/s/ Earle H. Harbison Director May 24, 1994
- -------------------------
Earle H. Harbison, Jr.
/s/ Leslie F. Loewe Director May 24, 1994
- -------------------------
Leslie F. Loewe
/s/ Lee M. Liberman Director May 24, 1994
- -------------------------
Lee M. Liberman
/s/ Martin Sneider Director May 24, 1994
- -------------------------
Martin Sneider
/s/ Elliot H. Stein Director May 24, 1994
- -------------------------
Elliot H. Stein
/s/ William P. Stiritz Director May 24, 1994
- -------------------------
William P. Stiritz
/s/ H. Edwin Trusheim Director May 24, 1994
- -------------------------
H. Edwin Trusheim
-5-
<PAGE> 7
EXHIBIT INDEX
--------------
Exhibit No. Page
- ----------- ----
4.1 Restated Articles of Incorporation of the Company,
filed as Exhibit 3.1 to the Company's Annual Report on
Form 10-K for the year ended January 26, 1991, and
incorporated herein by reference.
4.2 By-Laws of the Company, as amended, filed as Exhibit
3.2 to the Company's Annual Report on Form 10-K for the
year ended January 29, 1994, and incorporated herein by
reference.
4.3 Shareholder Protection Rights Plan, filed in the
Registration Statement on Form 8-A (File No. 1-5674)
dated August 24, 1988, and incorporated herein by
reference.
4.4 Angelica Corporation 1994 Performance Plan, filed as
Appendix A to the Company's Proxy Statement for the
1994 Annual Meeting of Shareholders, and incorporated
herein by reference.
5 Opinion of Thompson & Mitchell as to the legality of
the securities to be issued.
23 Consent of Arthur Andersen & Co.
25 Power of Attorney (set forth on signature page hereto)
-6-
<PAGE> 1
June 3, 1994
Angelica Corporation
424 South Woods Mill Road
Chesterfield, Missouri 63017-3406
Re: Registration Statement on Form S-8 -- 500,000
Shares of Angelica Corporation Common Stock,
$1.00 par value
----------------------------------------------
Ladies and Gentlemen:
With reference to the Registration Statement on Form S-8 (the
"Registration Statement") to be filed by Angelica Corporation, a
Missouri corporation (the "Company"), on June 3, 1994, with the
Securities and Exchange Commission under the Securities Act of
1933, as amended, pertaining to the proposed issuance by the
Company of up to 500,000 shares of the Company's common stock,
$1.00 par value (the "Shares"), as provided in the Angelica
Corporation 1994 Performance Plan (the "Plan"), we have examined
such corporate records of the Company, such laws and such other
information as we have deemed relevant, including the Company's
Restated Articles of Incorporation, By-Laws, as amended,
resolutions adopted by the Board of Directors relating to such
issuance, certificates received from state officials and statements
we have received from officers and representatives of the Company.
In delivering this opinion, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as
originals, the conformity to the originals of all documents
submitted to us as certified, photostatic or conformed copies, the
authenticity of originals of all such latter documents, and the
correctness of statements submitted to us by officers and
representatives of the Company.
Based solely on the foregoing, we are of the opinion that:
1. The Company is duly incorporated and is validly existing
under the laws of the State of Missouri; and
<PAGE> 2
Angelica Corporation
June 3, 1994
Page 2
2. The Shares to be issued by the Company pursuant to the
Registration Statement have been duly authorized and, when issued
by the Company in accordance with the Plan, will be duly and
validly issued and will be fully paid and nonassessable.
We consent to the filing of this opinion as an exhibit to the
Registration Statement. We further consent to the filing of copies
of this opinion with agencies of such states and other
jurisdictions as you deem necessary in the course of complying with
the laws of the states and jurisdictions regarding the sale and
issuance of the Shares in accordance with the Registration
Statement.
Very truly yours,
/s/ Thompson & Mitchell
<PAGE> 1
EXHIBIT 23
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 March 15, 1994,
incorporated by reference in Angelica Corporation's Form 10-K for the year ended
January 29, 1994, and to all references to our Firm included in this
registration statement.
/s/ Arthur Andersen & Co.
Arthur Andersen & Co.
St. Louis, Missouri
June 3, 1994
