<PAGE>
<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 14, 1999
REGISTRATION NO. 333-______
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 63017-3406
Chesterfield, Missouri (Zip Code)
(Address of principal executive offices)
______________________
ANGELICA CORPORATION
1999 PERFORMANCE PLAN
THEODORE M. ARMSTRONG
Senior V.P. - 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 Coburn
One Mercantile Center
St. Louis, Missouri 63101
(314) 552-6000
<TABLE>
CALCULATION OF REGISTRATION FEE
====================================================================================================================================
<CAPTION>
Title of Securities to be Amount to be Proposed Maximum Offering Proposed Maximum Amount of Registration
Registered Registered Price Per Share<F2> Aggregate Offering Price<F2> Fee
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $1.00 500,000 shares $16.19 $8,095,000 $2,250.41
par value <F1>
====================================================================================================================================
<FN>
<F1> Includes one attached Preferred Share Purchase Right per share.
<F2> Estimated solely for purposes of computing the Registration Fee
pursuant to the provisions of Section 457(h), based upon the
average of the high and low sale prices of common stock, $1.00 par
value, of the Registrant as reported on the New York Stock
Exchange on July 13, 1999.
</TABLE>
______________________
This Registration Statement shall become effective in accordance with
the provisions of Rule 464 promulgated under the Securities Act of 1933.
<PAGE>
<PAGE>
The undersigned Registrant hereby files this Registration
Statement on Form S-8 (this "Registration Statement") to register
500,000 shares of Angelica Corporation (the "Company") common stock,
$1.00 par value (the "Common Stock"), and attached Preferred Share
Purchase Rights, for issuance to participants under the Angelica
Corporation 1999 Performance Plan (the "Plan").
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
-----------------------------------------------
The following documents filed by the Company with the Securities
and Exchange Commission are incorporated herein by reference:
(i) The Company's Annual Report on Form 10-K for the year ended
January 30, 1999;
(ii) The Company's Quarterly Report on Form 10-Q for the quarter
ended May 1, 1999;
(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; and
(iv) The description of the Company's Shareholder Rights Plan,
dated August 25, 1998, contained in the Company's
Registration Statement on Form 8-A, dated August 28, 1998,
and any amendment or report filed for the purposes of
updating such description.
Such incorporation by reference shall not be deemed to incorporate
by reference the information referred to in Item 402(a)(8) of Regulation
S-K.
All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934 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 statements 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 document. Any statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.
Where any document or part thereof is incorporated by reference in
this Registration Statement, the Company will provide without charge to
each person to whom a Prospectus with respect to the Plan is delivered,
upon written or oral request of such person, a copy of any and all of
the information incorporated by reference in this Registration
Statement, excluding exhibits unless such exhibits are specifically
incorporated by reference.
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<PAGE>
Item 6. Indemnification of Directors and Officers.
-----------------------------------------
Section 351.355 of The General and Business Corporation Law of
Missouri provides that a corporation may 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
corporation, or is or was serving at the request of the corporation 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 corporation 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 corporation, the corporation may not indemnify
such persons against judgments and fines and no person shall be
indemnified as to any claim, issue or matter as to which such person
shall have been adjudged to be liable for negligence or misconduct in
the performance of his duty to the corporation, unless and only to the
extent that the court in which the action or suit was brought determines
upon application that such person is fairly and reasonably entitled to
indemnity for proper expenses. To the extent that a director, officer,
employee or agent of the corporation has been successful in the defense
of any such action, suit or proceeding or any claim, issue or matter
therein, he shall be indemnified against expenses, including attorneys'
fees, actually and reasonably incurred in connection with such action,
suit or proceeding. Indemnification shall be made by a corporation only
upon a determination that the person to be indemnified has met the
applicable standard of conduct required. Such determination shall be
made by a majority vote of a quorum of the board of directors who were
not parties to such action, suit or proceeding, or if there are no such
directors, or if such directors so direct, by special independent
counsel in a written opinion, or by the shareholders. Expenses incurred
in defense of any action, suit or proceeding may be paid in advance of
the final disposition upon receipt by the corporation of a written
undertaking by or on behalf of the recipient to repay such amount if it
is ultimately determined that the recipient is not entitled to
indemnification under the statute. The indemnification provided by
statute is not exclusive of any other rights to which such person may be
entitled under any by-law, agreement, vote of shareholders or
disinterested directors or otherwise, and shall inure to the benefit of
the heirs, executors and administrators of such person. A corporation
may provide additional indemnification to any person that is
indemnifiable under the statute, provided such additional
indemnification is authorized by the corporation's articles of
incorporation or by a shareholder-approved bylaw or agreement, and
provided further that no person shall thereby be indemnified against
conduct which was finally adjudged to have been knowingly fraudulent,
deliberately dishonest or willful misconduct. Insurance may be purchased
on behalf of any person entitled to indemnification by the corporation
against any liability asserted against him or her and incurred in an
official capacity regardless of whether the person could be indemnified
under the statute. References to the corporation include all
constituent corporations absorbed in a consolidation or merger as well
as the resulting corporation, and anyone seeking indemnification by
virtue of acting in some capacity with a constituent corporation would
stand in the same position as if such person had served the resulting or
surviving corporation in the same capacity.
The By-Laws of the Company provide for indemnification of
directors, officers and, under certain circumstances, employees and
agents of the Company to the full extent and under the circumstances
permitted by The General and Business Corporation Law of Missouri.
The Board of Directors has entered into Indemnification Agreements
with certain members of 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.
- 3 -
<PAGE>
<PAGE>
Pursuant to these Indemnification Agreements, the Company agrees to hold
harmless each such director and elected officer, and his or her
respective heirs, successors and estate, generally to the full extent
permitted by The General and Business Corporation Law of Missouri, as it
may be amended from time to time. Indemnification will not be provided
under certain circumstances enumerated in the Indemnification
Agreements.
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 the foregoing 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 the Securities Act of 1933 and is therefore unenforceable.
Item 8. Exhibits.
--------
See Exhibit Index on page 8 hereof.
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, Form S-8 or Form F-3, and
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or
furnished to the Commission 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.
- 4 -
<PAGE>
<PAGE>
(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>
<PAGE>
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 July 1, 1999.
ANGELICA CORPORATION
By /s/ Don W. Hubble
-----------------------------------
Don W. Hubble
Chairman, President and Chief
Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and
appoints Theodore M. Armstrong, Don W. Hubble and James W. Shaffer, each
of them, the undersigned's true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for the undersigned
and in the undersigned's name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement on Form S-8 with respect to
the Angelica Corporation 1999 Performance Plan, and to file the same,
with exhibits and any and all other documents filed with respect
thereto, with the Securities and Exchange Commission (or any other
governmental or regulatory authority), granting unto said attorneys-in-
fact and agents, and each of them, full power and authority to do and to
perform each and every act and thing requisite and necessary to be done
in ratifying and confirming all that said attorneys-in-fact and agents,
or any of them, or their substitute or substitutes may lawfully do or
cause to be done by virtue hereof.
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/ Don W. Hubble Chairman, President and Chief July 1, 1999
- ------------------------------ Executive Officer
Don W. Hubble
Principal Executive Officer
/s/ Theodore M. Armstrong Senior Vice President - Finance July 1, 1999
- ------------------------------ and Administration and Chief
Theodore M. Armstrong Financial Officer
Principal Financial Officer
- 6 -
<PAGE>
<PAGE>
<CAPTION>
SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
/s/ James W. Shaffer Corporate Controller July 1, 1999
- ------------------------------
James W. Shaffer
Principal Accounting Officer
/s/ David A. Abrahamson Director June 30, 1999
- ------------------------------
David A. Abrahamson
/s/ Susan S. Elliott Director June 30, 1999
- ------------------------------
Susan S. Elliott
/s/ Earle H. Harbison, Jr. Director July 9, 1999
- ------------------------------
Earle H. Harbison, Jr.
/s/ Leslie F. Loewe Director July 1, 1999
- ------------------------------
Leslie F. Loewe
/s/ Charles W. Mueller Director June 30, 1999
- ------------------------------
Charles W. Mueller
/s/ William A. Peck Director June 29, 1999
- ------------------------------
William A. Peck
/s/ William P. Stiritz Director July 14, 1999
- ------------------------------
William P. Stiritz
/s/ H. Edwin Trusheim Director July 8, 1999
- ------------------------------
H. Edwin Trusheim
</TABLE>
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<TABLE>
EXHIBIT INDEX
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<CAPTION>
EXHIBIT NO. PAGE
- ----------- ----
<S> <C> <C>
4.1 The Company's Restated Articles of Incorporation, filed as Exhibit
3.1 to the Company's Annual Report on Form 10-K for the year ended
January 26, 1991, are incorporated herein by reference.
4.2 The Company's By-Laws as amended and currently in effect, filed as
Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q for the
quarter ended August 1, 1998, are incorporated herein by
reference.
4.3 Rights Agreement, dated August 25, 1998, together with form of
Certificate of Designation, Preferences and Rights of Class B
Series 2 Junior Participating Preferred Stock and form of Rights
Certificate, filed as Exhibit 1 to the Company's Registration
Statement on Form 8-A dated August 28, 1998, is incorporated
herein by reference.
4.4 10.3% and 9.76% Senior Notes to insurance company due annually to
2004, together with Note Facility Agreement, filed as Exhibit 4.2
to the Form 10-K for the fiscal year ended January 27, 1990, are
incorporated herein by reference.
4.5 9.15% Senior Notes to insurance companies due December 31, 2001,
together with Note Agreements and First Amendment thereto, filed
as Exhibit 4.3 to the Form 10-K for the fiscal year ended February
1, 1992, are incorporated herein by reference.
4.6 8.225% Senior Notes to Nationwide Life Insurance Company, American
United Life Insurance Company, Aid Association for Lutherans
(reissued to Nimer & Co. as of August 1, 1998), and Modern Woodmen
of America due May 1, 2006, together with Note Agreement, filed as
Exhibit 4.4 to the Form 10-Q for the fiscal quarter ended July 29,
1995, are incorporated herein by reference.
5.1 Opinion of Thompson Coburn as to the legality of the securities
being registered.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Thompson Coburn (included in Exhibit 5.1).
25.1 Power of Attorney (set forth on signature page hereto).
99.1 Angelica Corporation 1999 Performance Plan, filed as Appendix A to
the Company's definitive Proxy Statement for the 1999 Annual
Meeting of Shareholders filed April 15, 1999, is incorporated
herein by reference.
</TABLE>
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<PAGE>
[letterhead of Thompson Coburn LLP]
July 14, 1999
Angelica Corporation
424 South Woods Mill Road
Chesterfield, Missouri 63017
Re: Registration Statement on Form S-8 - 500,000 shares of Angelica
Corporation Common Stock, $1.00 par value, and attached Preferred
Share Purchase Rights
-----------------------------------------------------------------
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 July 14, 1999, with the
Securities and Exchange Commission pursuant to 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, and
attached Preferred Share Purchase Rights (collectively, the "Shares"),
as provided in the Angelica Corporation 1999 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 Certificate of Incorporation, as amended,
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
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.
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 Coburn LLP
<PAGE>
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our
report (and to all references to our Firm) included in or made a part of
this registration statement.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
St. Louis, Missouri,
July 14, 1999
