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)
NATIONAL SERVICE INDUSTRIES, INC.
LONG-TERM ACHIEVEMENT INCENTIVE 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>
CALCULATION OF REGISTRATION FEE
- ---------------------------------------------------------------------------------------------------------------------
Title of securities to be Amount to be Proposed maximum Proposed maximum Amount of
registered registered (1) offering price per aggregate offering registration fee
share (2) price (2)
- ---------------------------- ------------------ ---------------------- ----------------------- ----------------------
<S> <C> <C> <C> <C>
National Service
Industries, Inc. Common
Stock, $1.00 par value and 75,500 $38.00 $2,869,000 $869
Preferred Stock Purchase
Rights (3)
National Service
Industries, Inc. Common
Stock, $1.00 par value and
Preferred Stock Purchase 1,674,500 $42.97 $71,953,265 $21,804
Rights (4)
TOTAL 1,750,000 $74,822,265 $22,673
</TABLE>
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Page 2
(1) Pursuant to Rule 416(a) under the Securities Act of 1933, this
Registration Statement also covers any additional shares that may
hereafter be issued as a result of the adjustment provisions of the
National Service Industries, Inc. Long-Term Achievement Incentive Plan.
(2) Estimated solely for purposes of calculating the registration fee.
Based on the option price per share for shares presently subject to
options; and, for those shares with respect to which the option
exercise price or other offering price is not known, determined in
accordance with Rule 457(c) and Rule 457(h) under the Securities Act of
1933, based on the average of the high and low prices reported on the
New York Stock Exchange on September 11, 1997.
(3) Shares subject to outstanding options granted under the National
Service Industries, Inc. Long-Term Achievement Incentive Plan. The
Preferred Stock Purchase Rights initially trade with the Common Stock,
and are not currently exercisable.
(4) Shares issuable upon the exercise of options which may be granted, and
other shares which may be issued, in the future, as awards under the
National Service Industries, Inc. Long-Term Achievement Incentive Plan.
The Preferred Stock Purchase Rights initially trade with the Common
Stock, and are not currently exercisable.
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PART II. 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(a) of the Securities Exchange Act of 1934 for its fiscal year ended
August 31, 1996;
(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, 1996; and
(c) the description of the class of securities to be offered hereby
which is contained in any registration statements 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 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, provided that no
indemnification is permitted without court approval if the individual 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 disinterested directors, (ii) a committee of one or more
disinterested directors designated by a majority of disinterested directors,
(iii) the stockholders, or (iv) 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.
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Delaware law 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.
Delaware law 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 now authorized by the Delaware General
Corporation Law (as described above) or to the further extent indemnification
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.1
4(i) Relevant portions of the Restated Certificate of Incorporation of
registrant, filed as Exhibit 3 of registrant's Form 10-Q for the quarter ended
May 31, 1992, are incorporated herein by reference.
4(ii) Relevant portions of the By-Laws of registrant, filed as Exhibit
3 to 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
- --------
1 Exhibits are numbered in accordance with Item 601 of Regulation S-K.
4
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24 Powers of Attorney authorizing David Levy and Brock Hattox to sign
this Registration Statement and amendments to this Registration Statement on
behalf of officers and directors of the registrant.
Item 9. Undertakings.
(a) 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
(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) 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) 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 provisions described under Item 6, 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
5
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Page 6
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 15th day of September, 1997.
NATIONAL SERVICE INDUSTRIES, INC.
By: /s/ Kenyon W. Murphy
Kenyon W. Murphy
Vice-President, Secretary and
Associate Counsel
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:
SIGNATURES TITLE DATE
/s/ James S. Balloun Chairman of the Board, President September 15, 1997
James S. Balloun and Chief Executive Officer
/s/ Brock Hattox Executive Vice President and Chief September 15, 1997
Brock Hattox Financial Officer
/s/ Mark R. Bachmann Vice President and Controller September 15, 1997
Mark R. Bachmann
/s/ John L. Clendenin * Director September 15, 1997
John L. Clendenin
/s/ Robert M. Holder, Jr.* Director September 15, 1997
Robert M. Holder, Jr.
/s/ James C. Kennedy * Director September 15, 1997
James C. Kennedy
/s/ David Levy Director September 15, 1997
David Levy
(Signatures continued on next page)
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/s/ Bernard Marcus * Director September 15, 1997
Bernard Marcus
/s/ John G. Medlin, Jr. * Director September 15, 1997
John G. Medlin, Jr.
/s/ Sam Nunn * Director September 15, 1997
Sam Nunn
/s/ Betty L. Siegel * Director September 15, 1997
Betty L. Siegel
/s/ Barrie A. Wigmore * Director September 15, 1997
Barrie A. Wigmore
*By: /s/ David Levy
David Levy, Attorney-in-Fact
7
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INDEX TO EXHIBITS
<TABLE>
Description Page No.
<S> <C> <C>
Exhibit 4(i) Relevant portions of the Restated Certificate of Incorporated by
Incorporation of registrant, filed as Exhibit 3 reference
of Registrant's Form 10-Q for the quarter ended May 31, 1992.
Exhibit 4(ii) Relevant portions of the By-Laws of registrant, filed Incorporated by
as Exhibit 3 to registrant's Annual Report on Form 10-K for the reference
fiscal year ended August 31, 1989.
Exhibit 23 Consent of Arthur Andersen LLP
Exhibit 24 Powers of Attorney authorizing David Levy and Brock Hattox to
sign this Registration Statement and amendments to this
Registration Statement on behalf of officers and directors
of the Registrant.
</TABLE>
8
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Page 9
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 October 21, 1996,
incorporated by reference in the Annual Report on Form 10-K of National Service
Industries, Inc. for the fiscal year ended August 31, 1996 and to all references
to our firm included in this Registration Statement.
s/Arthur Andersen LLP
September 15, 1997
<PAGE>
Exhibit 24
Page 10
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints DAVID LEVY and BROCK HATTOX, 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 National Service Industries, Inc. Long-Term Achievement Incentive 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/ John L. Clendenin
John L. Clendenin
Dated: September 10, 1997
<PAGE>
Exhibit 24
Page 11
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints DAVID LEVY and BROCK HATTOX, 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 National Service Industries, Inc. Long-Term Achievement Incentive 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: September 10, 1997
<PAGE>
Exhibit 24
Page 12
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints DAVID LEVY and BROCK HATTOX, 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 National Service Industries, Inc. Long-Term Achievement Incentive 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: September 10, 1997
<PAGE>
Exhibit 24
Page 13
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints DAVID LEVY and BROCK HATTOX, 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 National Service Industries, Inc. Long-Term Achievement Incentive 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: September 10, 1997
<PAGE>
Exhibit 24
Page 14
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints DAVID LEVY and BROCK HATTOX, 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 National Service Industries, Inc. Long-Term Achievement Incentive 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/ John G. Medlin, Jr.
John G. Medlin, Jr.
Dated: September 10, 1997
<PAGE>
Exhibit 24
Page 15
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints DAVID LEVY and BROCK HATTOX, 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 National Service Industries, Inc. Long-Term Achievement Incentive 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/ Sam Nunn
Sam Nunn
Dated: September 10, 1997
<PAGE>
Exhibit 24
Page 16
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints DAVID LEVY and BROCK HATTOX, 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 National Service Industries, Inc. Long-Term Achievement Incentive 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: September 10, 1997
<PAGE>
Exhibit 24
Page 17
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints DAVID LEVY and BROCK HATTOX, 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 National Service Industries, Inc. Long-Term Achievement Incentive 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/ Barrie A. Wigmore
Barrie A. Wigmore
Dated: September 10, 1997
