<PAGE> 1
As filed with the Securities and Exchange Commission on March 27, 1998.
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.
EMPLOYEE STOCK PURCHASE 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
--------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------
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 1,500,000 $58.875 $88,312,500 $26,052
Preferred Stock Purchase
Rights (3)
</TABLE>
(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. Employee Stock Purchase Plan.
(2) Estimated solely for purposes of calculating the registration fee.
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 March 25, 1998.
(3) The Preferred Stock Purchase Rights initially trade with the Common
Stock.
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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, as amended, for its fiscal
year ended August 31, 1997;
(b) the Proxy Statement dated November 20, 1997 filed by the registrant
pursuant to Section 14(a) of the Securities Exchange Act of 1934 for the Annual
Meeting of Stockholders held January 7, 1998, and 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, 1997; 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 other 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.
2
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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 initially 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 initially 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.
4(iii) National Service Industries, Inc. Employee Stock Purchase Plan,
as amended.
- -------------------
(1) Exhibits are numbered in accordance with Item 601 of Regulation S-K.
3
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23 Consent of Arthur Andersen LLP
24 Powers of Attorney authorizing David Levy and Brock Hattox to
sign this Registration Statement and amendments to this Registration Statement
on behalf of 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 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
4
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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 27th day of March, 1998.
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:
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
- ---------- ----- ----
<S> <C> <C>
/s/ James S. Balloun Chairman of the Board, President March 27, 1998
- -------------------------------------------- and Chief Executive Officer
James S. Balloun
/s/ Brock Hattox Executive Vice President and Chief March 27, 1998
- -------------------------------------------- Financial Officer
Brock Hattox
/s/ Mark R. Bachmann Vice President and Controller March 27, 1998
- --------------------------------------------
Mark R. Bachmann
/s/ John L. Clendenin * Director March 27, 1998
- --------------------------------------------
John L. Clendenin
/s/ Thomas C. Gallagher * Director March 27, 1998
- --------------------------------------------
Thomas C. Gallagher
/s/ James C. Kennedy * Director March 27, 1998
- --------------------------------------------
James C. Kennedy
/s/ David Levy Director March 27, 1998
- --------------------------------------------
David Levy
</TABLE>
(Signatures continued on next page)
5
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<TABLE>
<S> <C> <C>
/s/ John G. Medlin, Jr. * Director March 27, 1998
- --------------------------------------------
John G. Medlin, Jr.
/s/ Sam Nunn * Director March 27, 1998
- --------------------------------------------
Sam Nunn
/s/ Herman J. Russell * Director March 27, 1998
- --------------------------------------------
Herman J. Russell
/s/ Betty L. Siegel * Director March 27, 1998
- --------------------------------------------
Betty L. Siegel
/s/ Barrie A. Wigmore * Director March 27, 1998
- --------------------------------------------
Barrie A. Wigmore
*By: /s/ David Levy
---------------------------------------
David Levy, Attorney-in-Fact
</TABLE>
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Description Page No.
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<S> <C> <C>
Exhibit 4(i) Relevant portions of the Restated Certificate of Incorporation of Incorporated by
registrant, filed as Exhibit 3 of Registrant's Form 10-Q for the reference
quarter ended May 31, 1992.
Exhibit 4(ii) Relevant portions of the By-Laws of registrant, filed as Exhibit Incorporated by
3 to registrant's Annual Report on Form 10-K for the fiscal year reference
ended August 31, 1989.
Exhibit 4(iii) National Service Industries, Inc. Employee Stock Purchase Plan, 8
as amended.
Exhibit 23 Consent of Arthur Andersen LLP 17
Exhibit 24 Powers of Attorney authorizing David Levy and Brock Hattox to 18
sign this Registration Statement and amendments to this
Registration Statement on behalf of directors of the Registrant.
</TABLE>
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EXHIBIT 4(iii)
NATIONAL SERVICE INDUSTRIES, INC.
EMPLOYEE STOCK PURCHASE PLAN
ARTICLE I
INTRODUCTION
1.1 STATEMENT OF PURPOSE. The purpose of the National Service Industries,
Inc. Employee Stock Purchase Plan is to provide eligible employees of the
Company and its Subsidiaries, who wish to become stockholders, an opportunity to
purchase Common Stock of the Company. The Board of Directors of the Company
believes that employee participation in ownership will be to the mutual benefit
of both the employees and the Company.
1.2 INTERNAL REVENUE CODE CONSIDERATIONS. The Plan is intended to
constitute an "employee stock purchase plan" within the meaning of section 423
of the Internal Revenue Code of 1986, as amended.
ARTICLE II
CERTAIN DEFINITIONS
2.1 "ADMINISTRATOR" means the individual or committee (which may be a
committee of the Board) appointed by the Board to administer the Plan, as
provided in Section 6.5 hereof.
2.2 "BOARD" means the Board of Directors of the Company.
2.3 "CODE" means the Internal Revenue Code of 1986, as amended.
2.4 "COMPANY" means National Service Industries, Inc., a Delaware
corporation.
2.5 "COMPENSATION" means the total remuneration paid, during the period of
reference, to an Employee by the Company, including regular salary or wages,
overtime payments, commissions and vacation pay, to which has been added (a) any
elective deferral amounts by which the Employee has had his current remuneration
reduced for the purposes of funding a contribution to any plan sponsored by the
Company and satisfying the requirements of section 401(k) of the Code, and (b)
any amounts by which the Employee's compensation has been reduced pursuant to a
compensation reduction agreement between the Employee and the Company for the
purpose of funding benefits through any cafeteria plan sponsored by the Company
meeting the requirements of section 125 of the Code. There shall be excluded
from "Compensation" for the purposes of the Plan, whether or not reportable as
income by the Employee, bonuses, expense reimbursements of all types, payments
in lieu of expenses, the Company contributions to any qualified retirement plan
or other program of deferred compensation (except as provided above), the
Company contributions to Social Security or worker's compensation, the costs
paid by the Company in connection with fringe benefits and relocation, including
gross-ups, and any amounts accrued for the benefit of Employee, but not paid,
during the period of reference.
2.6 "CONTINUOUS SERVICE" means the period of time during which the Employee
has been employed by the Company or a Subsidiary and during which there has been
no interruption of Employee's employment by the Company or a Subsidiary. For
this purpose, periods of Excused Absence shall not be considered to be
interruptions of Continuous Service. Continuous Service shall also include
periods of service with the predecessor businesses of the Company and, at the
election of the Company, may include periods of service with a corporation or
other entity acquired by the Company after the Effective Date.
2.7 "EFFECTIVE DATE" shall mean April 1, 1998, if by or within twelve
months of that date, the Plan is or has been approved at a duly held meeting of
the stockholders of the Company by the affirmative vote of the holders of the
majority of outstanding Common Stock of the Company present, or represented, and
entitled to vote at the meeting.
2.8 "ELIGIBLE EMPLOYEE" means each Employee who has completed six (6)
months of Continuous Service other than:
(a) an Employee whose customary employment is for 20 hours or less per
week,
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(b) an Employee whose customary employment is for not more than five
months in any calendar year,
(c) an Employee who is deemed for purposes of Section 423(b)(3) of the
Code to own stock possessing five percent (5%) or more of the total
combined voting power or value of all classes of stock of the Company, and
(d) an Employee subject to the laws of a country which would prohibit
the Employee's participation in the Plan.
2.9 "EMPLOYEE" means each person employed by the Company or a Subsidiary.
2.10 "EXCUSED ABSENCE" means absence pursuant to a leave of absence granted
by the Company or any other entity constituting the Company, absence due to
disability or illness, absence by reason of a layoff, or absence by reason of
active duty in the armed forces of the United States. In no event may an Excused
Absence exceed six (6) months in length (or, if longer and if applicable, the
period of the individual's active duty in the armed forces of the United States
and such period thereafter as such individual's right to reemployment by the
Company is protected by law), and any absence shall cease to be an Excused
Absence upon the earlier of (a) the last day of the calendar month in which the
duration of the absence reaches six (6) months or (b) the last day of the
calendar month in which the leave expires by its terms, the layoff ends by
recall or permanent separation from service, or recovery from illness or
disability occurs.
2.11 "FAIR MARKET VALUE" means, with respect to Stock, the fair market
value of such stock, as determined in good faith by the Administrator; provided,
however, that
(a) if the Stock is admitted to trading on a national securities
exchange, Fair Market Value on any date shall be the last sale price
reported for the Stock on such exchange on such date or, if no sale was
reported on such date, on the last date preceding such date on which a sale
was reported,
(b) if the Stock is admitted to quotation on the National Association
of Securities Dealers Automated Quotation System ("NASDAQ") or other
comparable quotation system and has been designated as a National Market
System ("NMS") security, Fair Market Value on any date shall be the last
sale price reported for the Stock on such system on such date or on the
last day preceding such date on which a sale was reported, or
(c) if the Stock is admitted to Quotation on NASDAQ and has not been
designated a NMS Security, Fair Market Value on any date shall be the
average of the highest bid and lowest asked prices of the Shares on such
system on such date.
2.12 "OFFERING" means the offering of shares of Stock under the Plan.
2.13 "OFFERING DATE" means the first business day of each Purchase Period
during which the Plan is in effect, commencing with the first business day on or
after the Effective Date.
2.14 "PARTICIPANT" means each Eligible Employee who elects to participate
in the Plan.
2.15 "PURCHASE DATE" means the last business day of each Purchase Period.
2.16 "PLAN" means the National Service Industries, Inc. Employee Stock
Purchase Plan, as the same is set forth herein and as the same may hereafter be
amended.
2.17 "PURCHASE AGREEMENT" means the document prescribed by the
Administrator pursuant to which an Eligible Employee has enrolled to be a
Participant or such electronic equivalent as may be permitted by the
Administrator.
2.18 "PURCHASE PERIOD" means the calendar quarter beginning each January 1,
April 1, July 1, and October 1.
2.19 "PURCHASE PRICE" means such term as it is defined in Section 4.3
hereof.
2.20 "STOCK" means the Common Stock, par value $1.00 per share, of the
Company.
2.21 "STOCK PURCHASE ACCOUNT" means an account consisting of all amounts
withheld from an Employee's Compensation or otherwise paid into the Plan for the
purpose of purchasing shares of Stock for such Employee under the Plan, reduced
by all amounts applied to the purchase of Stock for such Employee under the
Plan.
2
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2.22 "SUBSIDIARY" shall mean a corporation described in section 424(f) of
the Code that has, with the permission of the Administrator, adopted the Plan.
The participating Subsidiaries on the Effective Date are listed on Schedule A
attached hereto.
ARTICLE III
ADMISSION TO PARTICIPATION
3.1 INITIAL PARTICIPATION. Only Eligible Employees may participate in the
Plan. Eligible Employees who are covered by a collective bargaining agreement
may participate unless the representative for such collectively bargained
employees elects for such group of employees not to participate in the Plan. Any
Eligible Employee may elect to be a Participant and may become a Participant by
executing and filing with the Administrator a Purchase Agreement at such time in
advance and on such forms as prescribed by the Administrator, or through
telephone or other electronic arrangements as may be established by the
Administrator. The effective date of an Eligible Employee's participation shall
be the Offering Date next following the date on which the Administrator receives
from the Eligible Employee a properly filed Purchase Agreement. Participation in
the Plan will continue automatically from one Purchase Period to another unless
notice is given pursuant to Section 3.2.
3.2 VOLUNTARY DISCONTINUANCE OF PARTICIPATION. Any Participant may
voluntarily withdraw from the Plan by filing a Notice of Withdrawal with the
Administrator at such time in advance and on such forms, or using such other
procedures, as the Administrator may specify. Upon such withdrawal, there shall
be paid to the Participant the amount, if any, standing to his credit in his
Stock Purchase Account. The delivery of certificates representing the shares of
Stock held for such Participant under the Plan shall be handled in the manner
provided in Section 4.6.
3.3 INVOLUNTARY DISCONTINUANCE OF PARTICIPATION. If a Participant ceases
to be an Eligible Employee other than by death, the entire amount, if any,
standing to the Participant's credit in his Stock Purchase Account shall be
refunded to him. Notwithstanding the foregoing, should a Participant cease to be
an Eligible Employee (as a result of the restrictions in Section 2.8(c)) by
reason of being granted an option to purchase Stock under a stock option plan
maintained by the Company, such Participant may continue to participate only
through the end of the Purchase Period during which such option was granted. The
delivery of certificates representing the shares of Stock held for such
Participant under the Plan shall be handled in the manner provided in Section
4.6.
3.4 READMISSION TO PARTICIPATION. Any Eligible Employee who has previously
been a Participant, who has discontinued participation, and who wishes to be
reinstated as a Participant may again become a Participant for any subsequent
Purchase Period by executing and filing with the Administrator, at such time in
advance as the Administrator shall determine, a new Purchase Agreement on forms
provided by the Administrator, or through telephone or other electronic
arrangements as may be established by the Administrator. Reinstatement to
Participant status shall be effective as of the Offering Date next following the
date on which the Administrator receives from the Eligible Employee the properly
filed Purchase Agreement.
ARTICLE IV
STOCK PURCHASE
4.1 RESERVATION OF SHARES. Except as provided in the antidilution
provisions of Section 5.2 hereof, the aggregate number of shares of Stock that
may be purchased under the Plan shall not exceed 1,500,000 shares. Shares of
Stock issued pursuant to the Plan may be either unissued shares of Stock, Stock
held in treasury, or shares of Stock acquired in the market or directly from
shareholders.
4.2 LIMITATION ON SHARES AVAILABLE. Subject to the other limitations set
forth in the Plan, the maximum number of shares of Stock that may be purchased
for each Participant on a Purchase Date is the lesser of (a) the number of whole
and fractional shares of Stock that can be purchased by applying the full
balance of his Stock Purchase Account to such purchase of shares at the Purchase
Price (as hereinafter determined), (b) the number of shares of Stock that would
not cause the Participant to exceed the limit of Section 2.8(c), or (c) an
amount equal to 10% of the Participant's expected Purchase Period Compensation
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divided by the Fair Market Value of the Stock on the Offering Date. A
Participant's expected Purchase Period Compensation shall be determined by
multiplying his normal hourly or weekly rate of Compensation (as in effect on
the last day prior to such Offering Date) by the number of regularly scheduled
hours or weeks of work for such Participant during the Purchase Period. Any
portion of a Participant's Stock Purchase Account that cannot be applied by
reason of the foregoing limitation shall remain in the Participant's Stock
Purchase Account for application to the purchase of Stock on the next Offering
Date (unless withdrawn before such next Offering Date).
4.3 PURCHASE PRICE OF SHARES. The Purchase Price per share of Stock
purchased for Participants pursuant to any Offering shall be the sum of (a)
eighty-five percent (85%) of the Fair Market Value of such share on the Offering
Date on which such Offering commences or on the Purchase Date on which such
Offering expires, whichever is lower, and (b) any transfer, excise, or similar
tax imposed on the transaction pursuant to which such share of Stock is
purchased. If the Purchase Date with respect to the purchase of Stock is a day
on which the stock is selling ex-dividend but is on or before the record date
for such dividend, then for Plan purposes the Purchase Price per share will be
increased by an amount equal to the dividend per share. In no event shall the
Purchase Price be less than the par value of the Stock.
4.4 ESTABLISHMENT OF STOCK PURCHASE ACCOUNT. Each Participant shall
authorize payroll deductions from Compensation for the purposes of funding his
Stock Purchase Account. In the Purchase Agreement, each Participant shall
authorize a deduction from each payment of his Compensation during a Purchase
Period, which deduction shall be not less than $10.00 nor more than ten percent
(10%) of the gross amount of such payment, subject to Section 4.5(b). The
Administrator or its designee may require that any payroll deduction must be
made in whole percentages (i.e., 1%, 2%, 3%, etc.) and not in any fraction of a
percentage. In addition, the Administrator may allow, in its sole discretion and
subject to such terms and procedural requirements as it may establish, for the
delivery of payments by Participants directly to the Administrator or its
designee, provided, however, that the total payroll deductions and direct cash
payments may not exceed, in the aggregate for any calendar year, ten percent
(10%) of the total Compensation paid such Participant for the respective
calendar year. Subject to Section 3.2, a Participant may not reduce or increase
his payroll deduction rate during any Purchase Period. However, a Participant
may change the deduction to any permissible level for any subsequent Purchase
Period by filing notice thereof at such time preceding the Offering Date on
which such subsequent Purchase Period commences as the Administrator shall
determine.
4.5 EXERCISE OF PURCHASE PRIVILEGE. (a) Subject to the provisions of
Section 4.2 above, on each Purchase Date there shall be purchased for the
Participant at the Purchase Price the largest number of whole and fractional
shares of Stock that can be purchased with the entire amount standing to the
Participant's credit in his Stock Purchase Account.
(b) Notwithstanding anything contained herein to the contrary, (i) a
Participant may not during any calendar year purchase shares of Stock having an
aggregate Fair Market Value, determined at the time of each Offering Date during
such calendar year, of more than $25,000, and (ii) all rights to purchase Stock
offered on an Offering Date must be exercised within twenty-seven (27) months of
such Offering Date.
4.6 SHARE OWNERSHIP; ISSUANCE OF CERTIFICATES. (a) The shares purchased
for a Participant on a Purchase Date shall, for all purposes, be deemed to have
been issued and/or sold at the close of business on such Purchase Date. Prior to
that time, none of the rights or privileges of a stockholder of the Company
shall inure to the Participant with respect to such shares. All the shares of
Stock purchased under the Plan shall be delivered by the Company in a manner as
determined by the Administrator in accordance with Section 4.6(b).
(b) The Administrator, in its sole discretion, may determine the method for
delivering shares of Stock by the Company including, but not limited to, (i) by
issuing and delivering a certificate or certificates for the number of shares of
Stock purchased for all Participants on a Purchase Date or during a calendar
year to a member firm of the New York Stock Exchange which is also a member of
the National Association of Securities Dealers, Inc., as selected by the
Administrator from time to time, which shares shall be maintained by such member
firm in separate accounts for each Participant, or (ii) by issuing and
delivering a certificate or certificates for the number of shares of Stock
purchased for all Participants on a Purchase Date or during the
4
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calendar year to a bank or trust company or affiliate thereof, as selected by
the Administrator from time to time, which shares shall be maintained by such
bank or trust company or affiliate in separate accounts for each Participant. In
addition, the Administrator may periodically issue and deliver to the
Participant a certificate for the number of whole shares of Stock purchased for
such Participant on a Purchase Date or during such other time period as the
Administrator may determine. Each Participant shall have full shareholder rights
with respect to all shares of Stock purchased under the Plan, including, but not
limited to, voting, dividend and liquidation rights. Shares which are held in
the name of the Company or its agent as the nominee for the Participant will be
covered by proxies provided to such Participant by the Company or its agent.
Unless provided otherwise, cash dividends paid on Stock issued under the Plan
will be automatically reinvested. A Participant may withdraw certificates for
his shares of Stock credited to his account at any time by a written request for
such withdrawal delivered to the Administrator or its designee, or through
telephone or other electronic arrangements as may be established by the
Administrator. Upon any such request, the Company will promptly distribute such
certificates to the requesting Participant. Distributions of stock certificates
will be made promptly after the death, disability, retirement or other
termination of employment of a Participant. In the event of a Participant's
death, such stock certificates will be distributed to the Participant's estate.
ARTICLE V
SPECIAL ADJUSTMENTS
5.1 SHARES UNAVAILABLE. If, on any Exercise Date, the aggregate funds
available for the purchase of Stock would purchase a number of shares in excess
of the number of shares then available for purchase under the Plan, the
following events shall occur:
(a) The number of shares that would otherwise be purchased for each
Participant shall be proportionately reduced on the Purchase Date in order
to eliminate such excess;
(b) The Plan shall automatically terminate immediately after the
Purchase Date as of which the supply of available shares is exhausted; and
(c) Any amounts remaining in the respective Stock Purchase Accounts of
the Participants shall be repaid to such Participants.
5.2 ANTIDILUTION PROVISIONS. The aggregate number of shares of Stock
reserved for purchase under the Plan, as hereinabove provided, and the
calculation of the Purchase Price per share may be appropriately adjusted to
reflect any increase or decrease in the number of issued shares of Stock
resulting from a recapitalization, reclassification, stock split-up, stock
dividend, combination of shares, or transaction having similar effect. Any such
adjustment shall be made by the Administrator acting with the consent of, and
subject to the approval of, the Board.
5.3 EFFECT OF CERTAIN TRANSACTIONS. Subject to any required action by the
stockholders, if the Company shall be the surviving or resulting corporation in
any merger or consolidation, or if the Company shall be merged for the purpose
of changing the jurisdiction of its incorporation, any Offering hereunder shall
pertain to and apply to the shares of stock of the Company or the survivor.
However, in the event of a dissolution or liquidation of the Company, or of a
merger or consolidation in which the Company is not the surviving or resulting
corporation, the Plan and any Offering hereunder shall terminate upon the
effective date of such dissolution, liquidation, merger, or consolidation, and
the balance then standing to the credit of each Participant in his Stock
Purchase Account shall be returned to him.
ARTICLE VI
MISCELLANEOUS
6.1 NONALIENATION. The right to purchase shares of Stock under the Plan is
personal to the Participant, is exercisable only by the Participant during his
lifetime except as hereinafter set forth, and may not be assigned or otherwise
transferred by the Participant.
6.2 DEATH OF THE PARTICIPANT. Upon the death of the Participant, the
entire amount then standing to the credit of the Participant in his Stock
Purchase Account shall be distributed to the Participant's estate.
5
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6.3 ADMINISTRATIVE COSTS. Other than any transfer, excise, or similar
taxes imposed on the transaction pursuant to which any shares of Stock are
purchased, the Company or a Subsidiary shall pay all administrative expenses
associated with the operation of the Plan.
6.4 COLLECTION OF TAXES. The Company shall be entitled to require any
Participant to remit, through payroll withholding or otherwise, any tax that it
determines it is so obligated to collect with respect to the issuance of Stock
hereunder, or the subsequent sale or disposition of such Stock, and the
Administrator shall institute such mechanisms as shall insure the collection of
such taxes.
6.5 ADMINISTRATOR. The Board shall appoint an Administrator, which shall
have the authority and power to administer the Plan and to make, adopt,
construe, and enforce rules and regulations not inconsistent with the provisions
of the Plan. The Administrator shall adopt and prescribe the contents of all
forms required in connection with the administration of the Plan, including, but
not limited to, the Purchase Agreement, payroll withholding authorizations,
withdrawal documents, and all other notices required hereunder. The
Administrator shall have the fullest discretion permissible under law in the
discharge of its duties. The Administrator's interpretations and decisions in
respect of the Plan, the rules and regulations pursuant to which it is operated,
and the rights of Participants hereunder shall be final and conclusive.
6.6 AMENDMENT OF THE PLAN. The Board may amend the Plan without the
consent of stockholders or Participants, except that any such action shall be
subject to the approval of the Company's stockholders at or before the next
annual meeting of stockholders for which the record date is set after such Board
action if such stockholder approval is required by any federal or state law or
regulation or the rules of any stock exchange or automated quotation system on
which the Stock may then be listed or quoted, and the Board may otherwise in its
discretion determine to submit other such changes to the Plan to stockholders
for approval; provided, however, that no such action may (i) without the consent
of an affected Participant, materially impair the rights of such Participant
with respect to any shares of Stock theretofore purchased for him under the
Plan, or (ii) disqualify the Plan under section 423 of the Code.
6.7 TERMINATION OF THE PLAN. Subject to Section 5.1, the Plan shall
continue in effect unless terminated pursuant to action by the Board, which
shall have the right to terminate the Plan at any time without prior notice to
any Participant and without liability to any Participant. Upon the termination
of the Plan, the balance, if any, then standing to the credit of each
Participant in his Stock Purchase Account shall be refunded to him and the
certificates representing the shares of Stock shall be handled in the manner
provided in Section 4.6.
6.8 REPURCHASE OF STOCK. The Company shall not be required to purchase or
repurchase from any Participant any of the shares of Stock that the Participant
acquired under the Plan.
6.9 NOTICE. A Purchase Agreement and any notice that a Participant files
pursuant to the Plan shall be on the form prescribed by the Administrator and
shall be effective only when received by the Administrator or its designee.
Delivery of such forms may be made by hand or by certified mail, sent postage
prepaid, to the address specified by the Administrator. Delivery by any other
mechanism shall be deemed effective at the discretion of the Administrator.
6.10 GOVERNMENT REGULATION. The Company's obligation to sell and to
deliver the Stock under the Plan is at all times subject to all approvals of any
governmental authority required in connection with the authorization, issuance,
sale, or delivery of such Stock.
6.11 HEADINGS, CAPTIONS, GENDER. The headings and captions herein are for
convenience of reference only and shall not be considered as part of the text.
The masculine shall include the feminine, and vice versa.
6.12 SEVERABILITY OF PROVISIONS; PREVAILING LAW. The provisions of the
Plan shall be deemed severable. If any such provision is determined to be
unlawful or unenforceable by a court of competent jurisdiction or by reason of a
change in an applicable statute, the Plan shall continue to exist as though such
provision had never been included therein (or, in the case of a change in an
applicable statute, had been deleted as of the date of such change). The Plan
shall be governed by the laws of the State of Delaware, to the extent such laws
are not in conflict with, or superseded by, federal law.
6
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Page 14
AMENDMENT NO. 1
TO
NATIONAL SERVICE INDUSTRIES, INC.
EMPLOYEE STOCK PURCHASE PLAN
THIS AMENDMENT is made as of the 24th day of March, 1998, by
NATIONAL SERVICE INDUSTRIES, INC., a Delaware corporation (the "Company");
W I T N E S S E T H:
WHEREAS, the Board of Directors of the Company adopted the
National Service Industries, Inc. Employee Stock Purchase Plan ("Plan") on
September 23, 1997, and the Company's shareholders approved the plan on January
7, 1998; and
WHEREAS, the Company now desires to amend the Plan to clarify
the definition of compensation and to make other amendments as hereinafter
provided;
NOW, THEREFORE, for and in consideration of the premises
contained herein, the Plan is hereby amended as follows:
1.
Section 2.5 is hereby amended by deleting the existing section
in its entirety and substituting the following therefor:
"2.5 "COMPENSATION" means the total remuneration paid, during
the period of reference, to an Employee by the Employer, including regular
salary or wages, overtime payments, bonuses, commissions and vacation pay, to
which has been added (a) any elective deferral amounts by which the Employee has
had his current remuneration reduced for the purposes of funding a contribution
to any plan sponsored by the Employer and satisfying the requirements of section
401(k) of the Code, and (b) any amounts by which the Employee's compensation has
been reduced pursuant to a compensation reduction agreement between the Employee
and the Employer for the purpose of funding benefits through any cafeteria plan
sponsored by the Employer meeting the requirements of section 125 of the Code.
There shall be excluded from "Compensation" for the purposes of the Plan,
whether or not reportable as income by the Employee, expense reimbursements of
all types, payments in lieu of expenses, the Employer contributions to any
qualified retirement plan or other program of deferred compensation (except as
provided above), the Employer contributions to Social Security or worker's
compensation, the costs paid by the Employer in connection with fringe benefits
and relocation, including gross-ups, and any amounts accrued for the benefit of
Employee, but not paid, during the period of reference."
<PAGE> 8
Page 15
2.
Article II is hereby amended by adding a new section 2.10 as
follows and by renumbering the existing sections 2.10 to 2.22 accordingly:
"2.10 "EMPLOYER" means the Company and each Subsidiary."
3.
Section 2.13 (renumbered 2.14 as a result of this Amendment)
is hereby amended by deleting the current section in its entirety and
substituting the following therefor:
"2.14 "OFFERING DATE" means the first business day of each
Purchase Period during which the Plan is in effect; provided, however,
that the initial Offering Date ("Initial Offering Date") shall be the
first business day after the Effective Date as of which the
Administrator determines that participation in the Plan can be offered
to Eligible Employees."
4.
Section 2.18 (renumbered as 2.19 as a result of this
Amendment) is hereby amended by adding the following at the end of the present
sentence:
", provided that the initial Purchase Period ("Initial
Purchase Period") shall be the short period beginning on the Initial
Offering Date and ending on the last day of the calendar quarter in
which such Initial Offering Date falls."
5.
Section 3.1 is hereby amended by adding the following at the
end of the fourth sentence, prior to the last sentence of such section:
"; provided, however, that the Initial Offering Date may
precede receipt of the Eligible Employee's Purchase Agreement."
6.
Section 3.4 is hereby amended by deleting the existing section
in its entirety and substituting the following therefor:
"3.4 READMISSION TO PARTICIPATION. Any Eligible Employee who
has previously been a Participant, who has discontinued participation,
and who wishes to be reinstated as a Participant may become a
Participant after a waiting period determined by the Administrator and
applied consistently to all Participants (currently two full Purchase
Periods) by executing and filing with the Administrator, at such time
in advance as the Administrator shall determine, a new Purchase
Agreement on forms provided by the Administrator, or through
-2-
<PAGE> 9
Page 16
telephone or other electronic arrangements as may be established by the
Administrator. Reinstatement to Participant status shall be effective
as of the Offering Date next following the later of (i) expiration of
the waiting period, and (ii) the date on which the Administrator
receives from the Eligible Employee the properly filed Purchase
Agreement, provided that such Purchase Agreement is filed no later than
the deadline in advance of such Offering Date as prescribed by the
Administrator."
7.
Section 4.4 is hereby amended by deleting the second full
sentence of such section and substituting the following sentences therefor:
"In the Purchase Agreement, each Participant shall authorize a
deduction from each payment of his Compensation during a Purchase
Period, which deduction shall be not more than ten percent (10%) of the
gross amount of such payment, subject to Section 4.5(c), and not less
than any minimum amount established by the Plan Administrator or its
designee. If a Participant is employed by more than one Employer, such
Participant can elect to have up to ten percent (10%) of his
Compensation from all Employers deducted from the payment of
Compensation by a single Employer."
8.
Section 6.3 is hereby amended by deleting the section in its
entirety and substituting the following therefor:
"6.3 ADMINISTRATIVE COSTS. The Company or a Subsidiary will
pay the expenses incurred in the administration of the Plan other than
any fees or transfer, excise, or similar taxes imposed on the
transaction pursuant to which any shares of Stock are purchased. The
Participant will pay any transaction fees or commissions on any sale of
the shares of Stock and may also be charged the reasonable costs
associated with issuing a stock certificate."
9.
These amendments to the Plan shall be effective as of the day
and year first above written. Except as hereby modified, the Plan shall remain
in full force and effect.
IN WITNESS WHEREOF, the undersigned has executed this
Amendment No. 1 the day and year first above written.
NATIONAL SERVICE INDUSTRIES, INC.
By: /s/ David Levy
---------------------------------
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Page 17
EXHIBIT 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement of our report dated October 20, 1997,
included in the Annual Report on Form 10-K of National Service Industries, Inc.
for the fiscal year ended August 31, 1997 and to all references to our firm
included in this Registration Statement.
/s/ Arthur Andersen LLP
Atlanta, Georgia
March 27, 1998
<PAGE> 1
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EXHIBIT 24
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 to be offered in connection with the National
Service Industries, Inc. Employee Stock Purchase 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: March 24, 1998
<PAGE> 2
Page 19
EXHIBIT 24
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 to be offered in connection with the National
Service Industries, Inc. Employee Stock Purchase 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/ Thomas C. Gallagher
--------------------------------------------
Thomas C. Gallagher
Dated: March 24, 1998
<PAGE> 3
Page 20
EXHIBIT 24
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 to be offered in connection with the National
Service Industries, Inc. Employee Stock Purchase 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: March 24, 1998
<PAGE> 4
Page 21
EXHIBIT 24
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 to be offered in connection with the National
Service Industries, Inc. Employee Stock Purchase 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: March 24, 1998
<PAGE> 5
Page 22
EXHIBIT 24
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 to be offered in connection with the National
Service Industries, Inc. Employee Stock Purchase 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/ Samuel A. Nunn
--------------------------------------------
Samuel A. Nunn
Dated: March 24, 1998
<PAGE> 6
Page 23
EXHIBIT 24
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 to be offered in connection with the National
Service Industries, Inc. Employee Stock Purchase 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/ Herman J. Russell
--------------------------------------------
Herman J. Russell
Dated: March 24, 1998
<PAGE> 7
Page 24
EXHIBIT 24
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 to be offered in connection with the National
Service Industries, Inc. Employee Stock Purchase 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: March 24, 1998
<PAGE> 8
Page 25
EXHIBIT 24
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 to be offered in connection with the National
Service Industries, Inc. Employee Stock Purchase 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: March 24, 1998
