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As filed with the Securities and Exchange Commission on February 3, 2000
Registration Statement No. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------------------
UNIFIRST CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
MASSACHUSETTS 04-2103460
(STATE OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)
68 JONSPIN ROAD
WILMINGTON, MA 01887
578-658-8888
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
UNIFIRST CORPORATION 1996 STOCK INCENTIVE PLAN
(FULL TITLE OF THE PLAN)
-------------------------
RONALD D. CROATTI
VICE CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER
UNIFIRST CORPORATION
68 JONSPIN ROAD
WILMINGTON, MA 01887
578-658-8888
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
-------------------------
With a copy to:
RAYMOND C. ZEMLIN, P.C.
GOODWIN, PROCTER & HOAR LLP
EXCHANGE PLACE
BOSTON, MASSACHUSETTS 02109-2881
(617) 570-1000
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================================
Title of Securities Being Amounts to be Proposed Maximum Proposed Maximum Amount of
Registered Registered (1) Offering Price Per Share(2) Aggregate Offering Price Registration Fee
- ------------------------------- ----------------------- --------------------------- ------------------------- ----------------------
<S> <C> <C> <C> <C>
Common Stock, par value $0.10 150,000 $11.78 $1,767,000 $467.00
per share
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</TABLE>
(1) This Registration Statement also relates to such indeterminate number
of additional shares of UniFirst Corporation Common Stock as may be
required pursuant to the 1996 Stock Incentive Plan in the event of a
stock dividend, reverse stock split, split-up, recapitalization,
forfeiture of stock under the plan or other similar event.
(2) This estimate is made pursuant to Rule 457(c) and (h) under the
Securities Act of 1933, as amended (the "Securities Act") solely for
the purposes of determining the amount of the registration fee. The
registration fee is based upon the average of the high and low prices
for the Registrant's Common Stock, par value $0.10 per share, as
reported on the New York Stock Exchange on January 27, 2000.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. PLAN INFORMATION.*
Item 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
* Information required by Part I to be contained in the Section 10(a)
Prospectuses is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act of 1933 (the "Securities Act") and the Introductory
Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
UniFirst Corporation (the "Registrant") hereby incorporates by reference
the following documents that have previously been filed with the Securities and
Exchange Commission:
(a) the Registrant's annual report on Form 10-K, as filed with the
Securities and Exchange Commission on November 24, 1999;
(b) the Registrant's quarterly report on Form 10-Q, as filed with
the Securities and Exchange Commission on January 11, 2000.
(c) the Registrant's Proxy Statement for the January 11, 2000,
Annual Meeting, as filed with the Securities and Exchange
Commission on December 2, 1999; and
(d) the description of the Registrant's Common Stock contained in
the Registration Statement on Form S-3 (File No. 333-46131),
as filed with the Securities and Exchange Commission on
February 12, 1998.
In addition, all documents subsequently filed with the Securities and
Exchange Commission by the Registrant pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act, prior to the filing of a post-effective amendment
hereto that indicates that all securities offered hereunder have been sold or
which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing of such documents. Any statement contained in a document
incorporated by reference herein shall be deemed to be modified or superseded
for purposes hereof to the extent that a statement contained herein or in any
subsequently filed document which also is incorporated by reference herein
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Registration Statement.
Item 4. DESCRIPTION OF SECURITIES.
Not Applicable.
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Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 67 of the Business Corporation Law of The Commonwealth of
Massachusetts ("BCL") provides that indemnification of directors, officers,
employees or other agents may be provided by a corporation in its (a) Articles
of Organization, (b) its by-laws or (c) by a vote of the Board of Directors.
Section 13(b)(1 1/2) of the BCL provides that the Articles of Organization may
contain a provision eliminating or limiting the personal liability of a director
to the corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director provided that such provision shall not eliminate or
limit the liability of a director (i) for any breach of the director's duty of
loyalty to the corporation or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law, (iii) under Sections 61 or 62 of the BCL, or (iv) with respect to any
transaction from which the Director derived an improper personal benefit.
Article 6A of the Registrant's Restated Articles of Organization, as
amended (the "Articles"), provides for indemnification by the Registrant of its
directors, officers and certain non-officer employees (including officers and
certain non-officer employees of subsidiaries) under certain circumstances
against expenses (including attorneys fees, judgments, fines and amounts paid in
settlement) reasonably incurred in connection with the defense or settlement of
any threatened, pending or completed legal proceeding in which any such person
is involved by reason of the fact that such person is or was a director, an
officer or an employee of the Registrant, if such person acted in good faith and
in a manner he or she reasonably believed to be in, or not opposed to, the best
interests of the Registrant. Article 6G of the Articles provides that no
director of the Registrant shall be personally liable to the Registrant or its
stockholders for monetary damages for breach of fiduciary duty as a director,
notwithstanding any provision of law imposing such liability; provided, however,
that Article 6G shall not eliminate or limit the liability of a director (i) for
any breach of the director's duty of loyalty to the Registrant or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Sections 61 or
62 of the BCL, or (iv) with respect to any transaction from which the director
derived an improper personal benefit.
The Company carries directors' and officers' liability insurance
covering its directors and officers.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
Item 8. EXHIBITS.
The following is a complete list of exhibits filed as part of this
Registration Statement.
EXHIBITS
5.1 Opinion of Goodwin, Procter & Hoar LLP as to the legality of
the securities being registered
23.1 Consent of Goodwin, Procter & Hoar LLP (included in Exhibit
5.1)
23.2 Consent of Arthur Andersen LLP
24.1 Powers of Attorney (included on signature pages to this
Registration Statement)
Item 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
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(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; and
(ii) To reflect in the prospectus any acts 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;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) herein 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 undersigned Registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference in
the Registration Statement;
(2) 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, each filing of
the registrant's annual report pursuant to Section 13(a) or 15(d) of
the Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Exchange
Act) 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 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against
public policy as expressed in the Securities Act, and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the
final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act, UniFirst
Corporation 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 Wilmington, Massachusetts, on this 31st day of January,
2000.
UniFirst Corporation
By: /s/ Ronald D. Croatti
-----------------------------------
Ronald D. Croatti
Vice Chairman, President and Chief
Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each individual whose signature
appears below constitutes and appoints Ronald D. Croatti such person's true and
lawful attorney-in-fact and agent with full power of substitution and
resubstitution, for such person and in such person's name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and all documents in connection therewith, with the Securities
and Exchange Commission, granting unto each said attorney-in-fact and agent full
power and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as such person might or could do in person, hereby ratifying and
confirming all that any said attorney-in-fact and agent, or any substitute or
substitutes of any of them, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
/s/ Ronald D. Croatti Vice Chairman of the Board, January 31, 2000
- ------------------------- President and Chief
Ronald D. Croatti Executive Officer (Principal
Executive Officer)
/s/ John B. Bartlett Senior Vice President and January 31, 2000
- ------------------------- Chief Financial Officer
John B. Bartlett (Principal Financial Officer
and Principal Accounting
Officer)
/s/ Aldo Croatti Chairman of the Board January 31, 2000
- -------------------------
Aldo Croatti
/s/ Cynthia Croatti Director and Treasurer January 31, 2000
- -------------------------
Cynthia Croatti
/s/ Albert Cohen Director January 31, 2000
- -------------------------
Albert Cohen
/s/ Donald J. Evans Director January 31, 2000
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Donald J. Evans
/s/ Reynold L. Hoover Director January 31, 2000
- -------------------------
Reynold L. Hoover
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
5.1 Opinion of Goodwin, Procter & Hoar LLP as to the legality of
the securities being registered.
23.1 Consent of Goodwin, Procter & Hoar LLP (included in Exhibit
5.1)
23.2 Consent of Arthur Andersen LLP
24.1 Powers of Attorney (included on signature pages to this
Registration Statement)
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EXHIBIT 5.1
GOODWIN, PROCTER & HOAR LLP
One Exchange Place
Boston, Massachusetts 02109
February 3, 2000
UniFirst Corporation
68 Jonspin Road
Wilmington, MA 01887
Re: Registration Statement On Form S-8
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Ladies and Gentlemen:
This opinion is delivered in our capacity as counsel to UniFirst
Corporation, a Massachusetts corporation (the "Company"), in connection with the
preparation and filing with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Act"), of a Registration Statement on
Form S-8 (the "Registration Statement") relating to 150,000 shares of Common
Stock, par value $0.10 per share (the "Registered Shares"), which the Company
may issue pursuant to the UniFirst Corporation 1996 Stock Incentive Plan (the
"Plan").
As counsel for the Company, we have examined a copy of the Plan and the
Company's Restated Articles of Incorporation, as amended, and the By-laws, each
as presently in effect, and such records, certificates and other documents of
the Company as we have deemed necessary or appropriate for the purposes of this
opinion.
We are attorneys admitted to practice in The Commonwealth of
Massachusetts. We express no opinion concerning the laws of any jurisdiction
other than the laws of the United States of America and The Commonwealth of
Massachusetts.
Based on the foregoing, we are of the opinion that upon the issuance
and delivery of the Registered Shares against payment therefor in accordance
with the terms of the Plan and any agreement thereunder, the Registered Shares
will be legally issued, fully paid and non-assessable shares of the Company's
Common Stock under the Business Corporation Law of The Commonwealth of
Massachusetts.
The foregoing assumes all requisite steps will be taken to comply with
the requirements of the Act, applicable requirements of state laws regulating
the offer and sale of securities and applicable requirements of the New York
Stock Exchange.
We hereby consent to being named as counsel to the Company in the
Registration Statement and to the inclusion of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ GOODWIN, PROCTER & HOAR LLP
GOODWIN, PROCTER & HOAR LLP
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EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
ARTHUR ANDERSEN LLP
To UniFirst Corporation:
As independent public accountants, we hereby consent to the incorporation of our
reports dated November 2, 1999, incorporated by reference or included in this
Form S-8, into the Company's previously filed Registration Statement File No.
33-60781.
/s/ Arthur Andersen LLP
Arthur Andersen LLP
February 2 , 2000
