<PAGE> 1
Registration No. 33-_____
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
NATIONAL SERVICE INDUSTRIES, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 58-0364900
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
1420 PEACHTREE STREET, N.E., ATLANTA, GEORGIA 30309
(Address of Principal Executive Offices) (Zip Code)
AECO EMPLOYEES' 401(K)
RETIREMENT AND SAVINGS PLAN
(Full title of the Plan)
Kenyon W. Murphy
National Service Industries, Inc.
NSI Center
1420 Peachtree Street, N.E.
Atlanta, Georgia 30309
(Name and address of agent for service)
Telephone number, including area code, of agent for service: (404) 853-1440
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
_______________________________________________________________________________________________________________
Proposed Proposed
maximum maximum
Title of offering aggregate Amount of
securities to Amount to be price per offering registration
be registered registered share price fee
- ------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
National Service 75,000 $28.8125(1) $2,160,938(1) $745.15
Industries, Inc. shares
Common Stock,
$1.00 par value
Participation in the (2) (3) (3) (3)
AECO Employees' 401(k)
Retirement and Savings
Plan
- -------------------------------------
</TABLE>
(1) Determined in accordance with Rule 457(c) under the Securities Act of 1933,
based on the average of the high and low prices reported on the New York
Stock Exchange on June 26, 1995.
(2) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the employee benefit plan described herein.
(3) Not applicable.
<PAGE> 2
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents filed by the Registrant with the Commission
are incorporated herein by reference:
(a) the Registrant's annual report on Form 10-K filed pursuant to
Section 13 of the Securities Exchange Act of 1934 for its fiscal year ended
August 31, 1994;
(b) all other reports filed by the Registrant pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 since August 31, 1994;
and
(c) the description of the Registrant's common stock to be offered
hereby which is contained in the registration statement filed under Section 12
of the Securities Exchange Act of 1934, including any amendments or reports
filed for the purpose of updating such description.
All documents filed by the Registrant or the Plan pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 after the
date of filing 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 then remaining unsold,
shall be deemed to be incorporated herein by reference and to be a part hereof
from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Omitted; inapplicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Omitted; inapplicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law ("Section 145")
generally provides that a director or officer of a corporation: (i) shall be
indemnified by the corporation for expenses in defense of any action or
proceeding in connection with his service to the corporation, if he is
successful in defense of the claims made against him; (ii) may, in actions
other than "derivative" and similar actions, be indemnified for expenses,
judgments and settlements even if he is not successful on the merits, 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 in a criminal proceeding,
if he had no reasonable cause to believe his conduct was unlawful); and (iii)
may be indemnified by the corporation for expenses (but not judgments or
settlements) incurred to defend or settle any action by the corporation or a
derivative action (such as a suit by a shareholder alleging a breach by the
director or officer of a duty owed to the corporation), even if he is not
successful, provided that 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,
except that no indemnification is permitted without court approval if he
was found to be liable to the corporation. Before the permissive
indemnification described in clauses (ii) and (iii) above may be made pursuant
to Section 145, either (i) a majority of a quorum of disinterested directors,
(ii) the stockholders, or (iii) under certain circumstances, independent legal
counsel in a written opinion, must determine that indemnification is
appropriate in the circumstances because the applicable standards of conduct
have been met.
Section 145 permits the advancement of expenses incurred by a
proposed indemnitee by the corporation in advance of final disposition of the
action provided the indemnitee undertakes to repay such advanced expenses if it
is ultimately determined that he is not entitled to indemnification. The
corporation may purchase insurance on behalf of an indemnitee against any
liability asserted against him in his designated capacity, whether or not the
corporation itself would be empowered to indemnify him against such liability.
Section 145 also provides that the above rights will not be deemed
exclusive of other rights of indemnification or advancement of expenses granted
by by-law, agreement, vote of stockholders or disinterested directors or
otherwise, as to action in an indemnitee's official capacity and as to action
in another capacity while holding such office. The Registrant's Certificate of
Incorporation and By-laws provide such additional rights.
Article Fifteenth of the Registrant's Certificate of Incorporation,
which provides contractual indemnification rights, was approved by the
Registrant's stockholders in 1987. It provides for mandatory indemnification
of directors and officers to the full extent authorized by the Delaware General
Corporation Law (as described above) or to the further extent indemnification
2
<PAGE> 3
under the Delaware General Corporation Law is broadened in the future. Article
Fifteenth also mandates advancement of expenses incurred by a proposed
indemnitee, provided that, as long as Delaware law so requires, an undertaking
to repay (as described above) is delivered to the Registrant.
Article Fifteenth permits persons indemnified thereunder to bring suit
against the Registrant to recover unpaid amounts claimed thereunder, with the
expense of bringing a successful suit to be paid by the Registrant. Article
Fifteenth also provides that rights conferred therein are nonexclusive and that
the Registrant may maintain insurance to protect a director or officer against
any expense, liability, or loss, whether or not the Registrant had the power
under the Delaware General Corporation Law to indemnify such person against
that expense, liability, or loss.
Section 7.8 of the Registrant's By-laws provides rights to
indemnification with respect to conduct on or before January 5, 1987, when
Article Fifteenth was adopted. Section 7.8 provides indemnification rights
which are similar to, but somewhat narrower than, the rights extended by
Article Fifteenth.
The Registrant's directors and officers are insured against losses
arising from any claim against them in such capacities for wrongful acts or
omissions, subject to certain limitations.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMS.
Omitted; inapplicable.
ITEM 8. EXHIBITS.*
4(a) Relevant portions of the Restated Certificate of Incorporation
of Registrant, filed as Exhibit 3 of the Registrant's Form 10-Q for the quarter
ended May 31, 1992, are incorporated herein by reference.
4(b) Relevant portions of the By-laws of the Registrant, filed as
Exhibit 3 to the Registrant's Annual Report on Form 10-K for the fiscal year
ended August 31, 1989, are incorporated herein by reference.
23 Consent of Arthur Andersen LLP.
24 Power of Attorney authorizing David Levy and/or J. Robert Hipps
to sign this Registration Statement and amendments to this Registration
Statement on behalf of officers and directors of the Registrant.
Neither an opinion of counsel concerning compliance of the Plan with
ERISA nor an Internal Revenue Service (the "Service") determination letter is
submitted as an exhibit to the Registration Statement. In lieu thereof, the
Registrant undertakes to submit the Plan and any amendments thereto to the
Service in order to secure a determination letter in a timely manner and will
make all changes required by the Service in order to qualify the Plan and
obtain such letter.
ITEM 9. UNDERTAKINGS.
A. Rule 415 Offering.
The undersigned Registrant hereby undertakes:
(1) to file, during any period in which offers or 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
_____________________________________________________________________
*Exhibits are numbered in accordance with Item 601 of Regulation S-K.
3
<PAGE> 4
(iii) to include any material information with
respect to the plan of distribution not previously disclosed in the
registration statement or any material change in such information in
the registration statement;
provided, however, that paragraphs (A)(1)(i) and (A)(1)(ii) above 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 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. Filings Incorporating Subsequent Exchange Act Documents by
Reference.
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 and 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. Filing of Registration Statement on Form S-8.
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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant, National Service Industries, Inc., 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 City of Atlanta, State of
Georgia, on the 29th day of June, 1995.
NATIONAL SERVICE INDUSTRIES, INC.
By: /s/Kenyon W. Murphy
Kenyon W. Murphy
Secretary and Assistant Counsel
4
<PAGE> 5
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated:
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
- ---------- ----- ----
<S> <C> <C>
/s/ D. Raymond Riddle Chairman of the Board, Chief June 29, 1995
- -------------------------- Executive Officer, and Director
D. Raymond Riddle
/s/ Don W. Hubble President, Chief June 29, 1995
- -------------------------- Operating Officer, and Director
Don W. Hubble
/s/ J. Robert Hipps Senior Vice President, Finance June 29, 1995
- --------------------------
J. Robert Hipps
/s/ John A. Bostater Vice President and Controller June 29, 1995
- --------------------------
John A. Bostater
/s/ David Levy Director June 29, 1995
- --------------------------
David Levy
/s/ Robert M. Holder, Jr. Director June 29, 1995
- --------------------------
Robert M. Holder, Jr.
/s/ F. Ross Johnson * Director June 29, 1995
- --------------------------
F. Ross Johnson
/s/ James C. Kennedy * Director June 29, 1995
- --------------------------
James C. Kennedy
/s/ Donald R. Keough * Director June 29, 1995
- --------------------------
Donald R. Keough
/s/ Bryan D. Langton * Director June 29, 1995
- --------------------------
Bryan D. Langton
/s/ Bernard Marcus * Director June 29, 1995
- --------------------------
Bernard Marcus
</TABLE>
5
<PAGE> 6
<TABLE>
<S> <C> <C>
/s/ Betty L. Siegel * Director June 29, 1995
- -------------------------------------
Betty L. Siegel
/s/ Erwin Zaban * Director June 29, 1995
- -------------------------------------
Erwin Zaban
* By: /s/ David Levy
----------------------------
David Levy, Attorney-in-Fact
</TABLE>
Pursuant to the requirements of the Securities Act of 1933,
the trustees (or other persons who administer the employee benefit plan) have
duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Atlanta, State of
Georgia, on June 29, 1995.
AECO EMPLOYEES' 401(K) RETIREMENT AND SAVINGS PLAN
By: National Service Industries, Inc., Plan Administrator
By: /s/ D. Raymond Riddle
D. Raymond Riddle,
Chairman of the Board and Chief Executive Officer
6
<PAGE> 1
EXHIBIT NO. 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our reports dated October 20, 1994,
incorporated by reference in the Annual Report on Form 10-K of National Service
Industries, Inc. for the fiscal year ended August 31, 1994 and to all
references to our firm included in this registration statement.
s/Arthur Andersen LLP
Atlanta, Georgia
June 29, 1995
<PAGE> 1
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints DAVID LEVY and J. ROBERT HIPPS, and each of them
individually, his true and lawful attorneys-in-fact (with full power of
substitution and resubstitution) to act for him in his name, place, and stead
in his capacity as a director or officer of National Service Industries, Inc.,
to file a Registration Statement on Form S-8 for the $1.00 par value National
Service Industries, Inc. Common Stock and plan interests to be offered in
connection with the AECO Employees' 401(k) Retirement and Savings Plan and any
and all amendments thereto, with any exhibits thereto, and other documents in
connection therewith, with the U.S. Securities and Exchange Commission,
granting unto said attorneys-in-fact, and each of them individually, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in the premises, as fully to all intents and purposes as
he might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact or either of them, or their substitutes, may lawfully do or
cause to be done by virtue hereof.
/s/ Robert M. Holder, Jr.
____________________________________
Robert M. Holder, Jr.
Dated: June 21, 1995
<PAGE> 2
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints DAVID LEVY and J. ROBERT HIPPS, and each of them
individually, his true and lawful attorneys-in-fact (with full power of
substitution and resubstitution) to act for him in his name, place, and stead
in his capacity as a director or officer of National Service Industries, Inc.,
to file a Registration Statement on Form S-8 for the $1.00 par value National
Service Industries, Inc. Common Stock and plan interests to be offered in
connection with the AECO Employees' 401(k) Retirement and Savings Plan and any
and all amendments thereto, with any exhibits thereto, and other documents in
connection therewith, with the U.S. Securities and Exchange Commission,
granting unto said attorneys-in-fact, and each of them individually, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in the premises, as fully to all intents and purposes as
he might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact or either of them, or their substitutes, may lawfully do or
cause to be done by virtue hereof.
/s/ F. Ross Johnson
____________________________________
F. Ross Johnson
Dated: June 21, 1995
<PAGE> 3
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints DAVID LEVY and J. ROBERT HIPPS, and each of them
individually, his true and lawful attorneys-in-fact (with full power of
substitution and resubstitution) to act for him in his name, place, and stead
in his capacity as a director or officer of National Service Industries, Inc.,
to file a Registration Statement on Form S-8 for the $1.00 par value National
Service Industries, Inc. Common Stock and plan interests to be offered in
connection with the AECO Employees' 401(k) Retirement and Savings Plan and any
and all amendments thereto, with any exhibits thereto, and other documents in
connection therewith, with the U.S. Securities and Exchange Commission,
granting unto said attorneys-in-fact, and each of them individually, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in the premises, as fully to all intents and purposes as
he might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact or either of them, or their substitutes, may lawfully do or
cause to be done by virtue hereof.
/s/ James C. Kennedy
____________________________________
James C. Kennedy
Dated: June 21, 1995
<PAGE> 4
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints DAVID LEVY and J. ROBERT HIPPS, and each of them
individually, his true and lawful attorneys-in-fact (with full power of
substitution and resubstitution) to act for him in his name, place, and stead
in his capacity as a director or officer of National Service Industries, Inc.,
to file a Registration Statement on Form S-8 for the $1.00 par value National
Service Industries, Inc. Common Stock and plan interests to be offered in
connection with the AECO Employees' 401(k) Retirement and Savings Plan and any
and all amendments thereto, with any exhibits thereto, and other documents in
connection therewith, with the U.S. Securities and Exchange Commission,
granting unto said attorneys-in-fact, and each of them individually, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in the premises, as fully to all intents and purposes as
he might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact or either of them, or their substitutes, may lawfully do or
cause to be done by virtue hereof.
/s/ Donald R. Keough
____________________________________
Donald R. Keough
Dated: June 21, 1995
<PAGE> 5
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints DAVID LEVY and J. ROBERT HIPPS, and each of them
individually, his true and lawful attorneys-in-fact (with full power of
substitution and resubstitution) to act for him in his name, place, and stead
in his capacity as a director or officer of National Service Industries, Inc.,
to file a Registration Statement on Form S-8 for the $1.00 par value National
Service Industries, Inc. Common Stock and plan interests to be offered in
connection with the AECO Employees' 401(k) Retirement and Savings Plan and any
and all amendments thereto, with any exhibits thereto, and other documents in
connection therewith, with the U.S. Securities and Exchange Commission,
granting unto said attorneys-in-fact, and each of them individually, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in the premises, as fully to all intents and purposes as
he might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact or either of them, or their substitutes, may lawfully do or
cause to be done by virtue hereof.
/s/ Bryan D. Langton
____________________________________
Bryan D. Langton
Dated: June 21, 1995
<PAGE> 6
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints DAVID LEVY and J. ROBERT HIPPS, and each of them
individually, his true and lawful attorneys-in-fact (with full power of
substitution and resubstitution) to act for him in his name, place, and stead
in his capacity as a director or officer of National Service Industries, Inc.,
to file a Registration Statement on Form S-8 for the $1.00 par value National
Service Industries, Inc. Common Stock and plan interests to be offered in
connection with the AECO Employees' 401(k) Retirement and Savings Plan and any
and all amendments thereto, with any exhibits thereto, and other documents in
connection therewith, with the U.S. Securities and Exchange Commission,
granting unto said attorneys-in-fact, and each of them individually, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in the premises, as fully to all intents and purposes as
he might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact or either of them, or their substitutes, may lawfully do or
cause to be done by virtue hereof.
/s/ Bernard Marcus
____________________________________
Bernard Marcus
Dated: June 21, 1995
<PAGE> 7
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints DAVID LEVY and J. ROBERT HIPPS, and each of them
individually, her true and lawful attorneys-in-fact (with full power of
substitution and resubstitution) to act for her in her name, place, and stead
in her capacity as a director or officer of National Service Industries, Inc.,
to file a Registration Statement on Form S-8 for the $1.00 par value National
Service Industries, Inc. Common Stock and plan interests to be offered in
connection with the AECO Employees' 401(k) Retirement and Savings Plan and any
and all amendments thereto, with any exhibits thereto, and other documents in
connection therewith, with the U.S. Securities and Exchange Commission,
granting unto said attorneys-in-fact, and each of them individually, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in the premises, as fully to all intents and purposes as
she might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact or either of them, or their substitutes, may lawfully do or
cause to be done by virtue hereof.
/s/ Betty L. Siegel
____________________________________
Betty L. Siegel
Dated: June 21, 1995
<PAGE> 8
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints DAVID LEVY and J. ROBERT HIPPS, and each of them
individually, his true and lawful attorneys-in-fact (with full power of
substitution and resubstitution) to act for him in his name, place, and stead
in his capacity as a director or officer of National Service Industries, Inc.,
to file a Registration Statement on Form S-8 for the $1.00 par value National
Service Industries, Inc. Common Stock and plan interests to be offered in
connection with the AECO Employees' 401(k) Retirement and Savings Plan and any
and all amendments thereto, with any exhibits thereto, and other documents in
connection therewith, with the U.S. Securities and Exchange Commission,
granting unto said attorneys-in-fact, and each of them individually, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in the premises, as fully to all intents and purposes as
he might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact or either of them, or their substitutes, may lawfully do or
cause to be done by virtue hereof.
/s/ Erwin Zaban
____________________________________
Erwin Zaban
Dated: June 21, 1995
