Registration No. 333-______
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 Identification No.)
incorporation or organization)
1420 Peachtree Street, N.E., Atlanta, Georgia 30309
(Address of Principal Executive Offices) (Zip Code)
NATIONAL SERVICE INDUSTRIES, INC.
LONG-TERM ACHIEVEMENT INCENTIVE PLAN (AMENDED AND RESTATED)
(Full title of the Plan)
Kenyon W. Murphy
Senior Vice President & General Counsel
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
- ---------------------------------------------------------------------------------------------------------------------
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 416,998 $27.6875 $11,545,632 $3,048.05
Industries, Inc. Common
Stock, $1.00 par value and
Preferred Stock Purchase
Rights (3)
National Service 19,100 $20.875 $398,713 $105.26
Industries, Inc. Common
Stock, $1.00 par value and
Preferred Stock Purchase
Rights (3)
National Service 3,563,902 $21.1875 $75,510,173 $19,934.69
Industries, Inc. Common
Stock, $1.00 par value and
Preferred Stock Purchase
Rights (4)
TOTAL 4,000,000 $87,454,518 $23,088
</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. 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 April 24,
2000.
(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.
<PAGE>
Page 3
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
As permitted by General Instruction E to Form S-8, in connection with this
registration of additional shares the Registrant hereby incorporates by
reference the contents of its registration statement on Form S-8 (file no.
333-35609) filed September 15, 1997.
The following consents and power of attorney are filed herewith as part of
this Registration Statement:
Exhibit Number Description
23 Consent of Arthur Andersen LLP
24 Power of Attorney (included in the signature
page of this Registration Statement)
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 April, 2000.
NATIONAL SERVICE INDUSTRIES, INC.
By:/s/ Kenyon W. Murphy
Kenyon W. Murphy
Executive Vice-President, Administration
Senior Vice President and General 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 April 27, 2000
James S. Balloun and Chief Executive Officer
/s/ Brock Hattox Executive Vice President and Chief April 27, 2000
Brock Hattox Financial Officer
/s/Robert Burchfield Vice President and Controller April 27, 2000
Robert Burchfield
(Signatures continued on next page)
<PAGE>
Page 4
/s/ Thomas C. Gallagher* Director April 27, 2000
Thomas C. Gallagher
/s/ David Levy Director April 27, 2000
David Levy
/s/ Bernard Marcus* Director April 27, 2000
Bernard Marcus
/s/ Sam Nunn* Director April 27, 2000
Sam Nunn
/s/ Ray M. Robinson* Director April 27, 2000
Ray M. Robinson
/s/ Herman J. Russell* Director April 27, 2000
Herman J. Russell
/s/ Betty L. Siegel* Director April 27, 2000
Betty L. Siegel
/s/ Kathy Brittain White* Director April 27, 2000
Kathy Brittain White
/s/ Barrie A. Wigmore* Director April 27, 2000
Barrie A. Wigmore
/s/ Neil Williams* Director April 27, 2000
Neil Williams
*By: /s/ David Levy
David Levy, Attorney-in-Fact
<PAGE>
Page 5
INDEX TO EXHIBITS
Description Page No.
Exhibit 23 Consent of Arthur Andersen LLP 6
Exhibit 24 Powers of Attorney authorizing David Levy and Brock 7
Hattox each to sign this Registration Statement
and amendments to this Registration Statement on
behalf of officers and directors of the Registrant
<PAGE>
Page 6
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 8, 1999,
incorporated by reference in the Annual Report on Form 10-K of National Service
Industries, Inc. for the fiscal year ended August 31, 1999 and to all references
to our firm included in this Registration Statement.
/s/ Arthur Andersen LLP
Atlanta, Georgia
April 27, 2000
<PAGE>
Page 7
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 and plan interests to be offered in connection
with the amended and restated 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/ Thomas C. Gallagher
------------------------
Thomas C. Gallagher
Dated: April 5, 2000
<PAGE>
Page 8
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 and plan interests to be offered in connection
with the amended and restated 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: April 5, 2000
<PAGE>
Page 9
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 and plan interests to be offered in connection
with the amended and restated 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: April 5, 2000
<PAGE>
Page 10
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 and plan interests to be offered in connection
with the amended and restated 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/ Ray M. Robinson
-----------------------
Ray M. Robinson
Dated: April 5, 2000
<PAGE>
Page 11
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 and plan interests to be offered in connection
with the amended and restated 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/ Herman J. Russell
------------------------
Herman J. Russell
Dated: April 5, 2000
<PAGE>
Page 12
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 and plan interests to be offered in connection
with the amended and restated 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/ Betty L. Siegel
-------------------------
Betty L. Siegel
Dated: April 5, 2000
<PAGE>
Page 13
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 and plan interests to be offered in connection
with the amended and restated 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/ Kathy Brittain White
------------------------------
Kathy Brittain White
Dated: April 5, 2000
<PAGE>
Page 14
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 and plan interests to be offered in connection
with the amended and restated 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: April 5, 2000
<PAGE>
Page 15
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 and plan interests to be offered in connection
with the amended and restated 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/ Neil Williams
----------------------
Neil Williams
Dated: April 5, 2000
