<PAGE> 1
As Filed with the Securities and Exchange Commission on June 1, 1995
Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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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)
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ANGELICA CORPORATION
1994 NON-EMPLOYEE DIRECTORS STOCK PLAN
(Full title of the plan)
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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
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Copy to:
ROBERT M. LAROSE, ESQ.
Thompson & Mitchell
One Mercantile Center
St. Louis, Missouri 63101
(314) 231-7676
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
===============================================================================================
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering Registra-
Registered Registered Share<F2> Price<F2> tion Fee
- -----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$1.00 par value<F1> 225,000 shares $25.50 $5,737,500 $1,979
===============================================================================================
<FN>
<F1> 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.
<F2> Estimated solely for purposes of computing the Registration
Fee pursuant to the provisions of Rule 457(h), based upon a
price of $25.50 per share, being the average of the high and
low prices per share as reported on the New York Stock
Exchange on May 24, 1995.
</TABLE>
<PAGE> 2
ANGELICA CORPORATION
1994 NON-EMPLOYEE DIRECTORS STOCK PLAN
Item 3. Incorporation of Certain Documents by Reference.
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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 28, 1995.
(ii) 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.
(iii) 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.
Item 8. Exhibits.
--------
The following exhibits are filed herewith or incorporated
herein by reference:
<PAGE> 3
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 28, 1995, 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 Non-Employee Directors Stock
Plan, filed as Appendix A to the Company's Proxy Statement
for the 1995 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 LLP.
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; and
(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 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.
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<PAGE> 4
(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.
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<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 23, 1995.
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.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Lawrence J. Young Chairman of the Board, May 23, 1995
- -------------------------------- President and Director
Lawrence J. Young (Principal Executive Officer)
/s/ Theodore M. Armstrong Senior Vice President-Finance and May 23, 1995
- -------------------------------- Administration and Chief Financial
Theodore M. Armstrong Officer
(Principal Financial Officer)
</TABLE>
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<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ L. Linden Mann Controller May 23, 1995
- ------------------------------- (Principal Financial Officer)
L. Linden Mann
/s/ Earle H. Harbison, Jr. Director May 23, 1995
- -------------------------------
Earle H. Harbison, Jr.
/s/ Leslie F. Loewe Director May 23, 1995
- -------------------------------
Leslie F. Loewe
/s/ Lee M. Liberman Director May 23, 1995
- -------------------------------
Lee M. Liberman
/s/ Martin Sneider Director May 23, 1995
- -------------------------------
Martin Sneider
/s/ Elliot H. Stein Director May 23, 1995
- -------------------------------
Elliot H. Stein
/s/ William P. Stiritz Director May 23, 1995
- -------------------------------
William P. Stiritz
/s/ H. Edwin Trusheim Director May 23, 1995
- -------------------------------
H. Edwin Trusheim
</TABLE>
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EXHIBIT INDEX
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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 28, 1995, 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 Non-Employee Directors Stock
Plan, filed as Appendix A to the Company's Proxy
Statement for the 1995 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 LLP.
25 Power of Attorney (set forth on signature page hereto).
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<PAGE> 1
June 1, 1995
Angelica Corporation
424 South Woods Mill Road
Chesterfield, Missouri 63017-3406
Re: Registration Statement on Form S-8 -- 225,000
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 1, 1995, 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 225,000 shares of
the Company's common stock, $1.00 par value (the "Shares"), as provided in
the Angelica Corporation 1994 Non-Employee Directors Stock 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 1, 1995
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
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 14, 1995,
incorporated by reference in Angelica Corporation's Form 10-K for the year ended
January 28, 1995, and to all references to our Firm included in this
registration statement.
/s/ Arthur Andersen LLP
Arthur Andersen LLP
St. Louis, Missouri
June 1, 1995
