SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ANUHCO, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 46-0278762
(State of Incorporation) (IRS Employer Identification No.)
9393 W. 110th Street, Suite 100
Overland Park, Kansas 66210
(Address of Principal Executive Offices)
STOCK OPTION AGREEMENT
BY AND BETWEEN
ANUHCO, INC.
AND
C. TED MC CARTER
EFFECTIVE
MAY 31, 1995
(Full Title of Plan)
Timothy P. O'Neil
President & Chief Financial Officer
Anuhco, Inc.
9393 W. 110th Street, Suite 100
Overland Park, KS 66210
(Name and Address of Agent for Service)
913-451-2800
(Telephone Number, including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed Proposed
Maximum Maximum Maximum
Title of Amount Offering Aggregate Amount of
Securities to to be Price Offering Registration
be Registered Registered Per Share Price Fee
Common Stock (1) (2)
$0.01 50,000 $8.66875 $433,437.50 $149.46
(1) As provided by Rule 416(a), this registration statement
also covers such additional indeterminate number of
shares of Common Stock as may be issuable as a result of
antidilution provisions of the Agreement.
(2) Estimated solely for purposes of calculating the
registration fee, pursuant to Rule 457(h), based upon (a)
the price at which options for 10,000 shares granted
prior to May 31, 1995 under the Stock Option Agreement
effective May 31, 1995 by and between the registrant and
C. Ted McCarter ("Agreement") may be exercised ($8.59375
per share) and (b) with respect to 40,000 shares of
Common Stock remaining available for future stock option
grants under the Agreement, the average of the high and
low prices for the Common Stock as reported on the
American Stock Exchange as of the close of business on
September 1, 1995 ($8.6875 per share).
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) prospectus is omitted from this registration
statement in accordance with the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents which have been filed with the
Securities and Exchange Commission ("Commission") are hereby
incorporated by reference in this registration statement:
1. The registrant's Annual Report on Form 10-K dated March 10,
1995, filed with the Commission for the fiscal year ended
December 31, 1994.
2. All reports filed by the registrant or the Plan pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934
since December 31, 1994.
3. The description of the Common Stock contained in the
registration statement on Form 8-A filed by the registrant
with the Commission on June 28, 1993 under the Securities
Exchange Act of 1934; declared effective by the Securities and
Exchange Commission by its Order dated June 17, 1993.
In addition, all documents which are filed by the registrant
and the Plan pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934 after the date hereof and prior to
the filing of a post-effective amendment which indicates that all
securities offered 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
part hereof from the date of filing of such documents.
Item 4. Description of Securities
Not applicable
Item 5. Interests of Named Experts and Counsel
Not applicable
Item 6. Indemnification of Directors and Officers
Limitation of Liability
As permitted by Section 102(b)(7) of the Delaware General
Corporation Law, Article Ninth of the Certificate of Incorporation
of the registrant provides that a director of the registrant shall
not be personally liable to the registrant or its stockholders for
monetary damages for any breach of fiduciary duty as a director,
except for liability: (i) for 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) pursuant to Section 174 of the
Delaware General Corporation Law; or (iv) for any transaction from
which the director derived an improper personal benefit. Such
terms are incorporated in indemnification agreements between the
registrant and each director and officer of the registrant.
Indemnification and Insurance
Section 145 of the General Corporation Law of the State of
Delaware authorizes indemnification of officers and directors under
certain circumstances and subject to certain limitations. Article
XIII of the registrant's By-Laws provides that the registrant (a)
shall indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that such person is or was a
director, officer, employee or agent of the registrant or is or was
serving at the request of the registrant as a director, officer,
employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including
attorneys' fees), and with respect to actions other than by or in
the right of the registrant judgments, fines and amounts paid in
settlement (except judgments, fines and amounts paid in settlement
in the case of an action or suit by or in the right of the
corporation) actually and reasonably incurred by such person in
connection with such action, suit or proceeding if the person meets
the standard of conduct set forth therein and (b) may pay expenses
incurred by any officer or director in defending a civil or
criminal action, suit or proceeding in advance of the final
disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such director or officer to repay
such amount if it shall ultimately be determined that he is not
entitled to be indemnified by the registrant as authorized in
Article XIII. Under Article XIII, expenses incurred by other
employees and agents may be paid upon such terms and conditions, if
any, as the Board of Directors deems appropriate. Indemnification
agreements, as approved by shareholders of the registrant,
indemnify directors to the full extent authorized or permitted by
law. Indemnification Agreements with directors and officers of the
registrant further provide that the registrant may, to the fullest
extent permitted by law, purchase and maintain insurance on behalf
of any officer, director, employee, trustee or agent of the
registrant or any person who is or was serving at the request of
the registrant as an officer, director, employee, partner (general
or limited), trustee or agent of another enterprise against any
liability asserted against him or incurred by him in any such
capacity or status.
The registrant carries a directors' and officers' liability
and company reimbursement liability insurance policy insuring the
directors and officers of the registrant and its subsidiaries
against losses, as defined in the policy, for which the directors
and officers are not indemnified by the registrant up to
$10,000,000. The policy also insures the registrant up to the same
limit against amounts the registrant may be required or permitted
to pay as indemnity to the directors and officers in excess of a
deductible amount of $250,000 for each loss. The policy covers
losses arising from claims which may be made against directors and
officers between June 19, 1991 and November 20, 1995, by reason of
any wrongful act, as defined in the policy, in their capacities as
directors and officers.
Item 7. Exemption from Registration Claimed
Not applicable
Item 8. Exhibits
Exhibit No. Exhibit
4.1 Specimen Certificate for Shares of the registrant's
common stock (incorporated by reference from Exhibit 4 to
the registrant's Annual Report on Form 10-K dated March
13, 1992, filed with the Commission for the year ended
December 31, 1991, as amended on Form 8 filed with the
Commission on August 3, 1992).
4.2 Articles Fourth, Fifth, Seventh, Eighth and Ninth of the
registrant's Certificate of Incorporation (incorporated
by reference from Exhibit 3 to the registrant's Quarterly
Report on Form 10-Q dated August 14, 1991, filed with the
Commission for the quarter ended June 30, 1991).
4.3 Articles II, V, VIII, IX AND XII of the registrant's By-
Laws (incorporated by reference from Exhibit 3(b) to the
registrant's Annual Report on Form 10-K dated March 13,
1992, filed with the Commission for the year ended
December 31, 1991, as amended on Form 8 filed with the
Commission on August 3, 1992).
5* Opinion re Legality
24* Consent of independent certified public accountants.
* Filed herewith.
Item 9. Undertakings
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made of the securities registered hereby, 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 this registration
statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed
in this registration statement or any material
change to such information in this registration
statement;
provided, however, that the undertakings set forth in
paragraphs 1(i) and 1(ii) above do not apply if the
registration statement is on Form S-3 or Form S-8 and 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 this 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 hereby further 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 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
foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such information is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such
liabilities (other than the payment by the registrant of
expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense
of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it
is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
SIGNATURES
The Registrant. Pursuant to the requirements of the
Securities Act of 1933, the Registrant 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 behalf of the undersigned, thereunto duly
authorized in the City of Overland Park, and State of Kansas, on
August 29, 1995.
ANUHCO, INC. (Registrant)
By /s/Timothy P. O'Neil,
Timothy P. O'Neil, President and
Chief Financial Officer
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
/s/ Timothy P. O'Neil President, Treasurer, Principal
TIMOTHY P. O'NEIL Executive Officer and Principal
Financial Officer
/s/ Roy R. Laborde Chairman of the Board of
ROY R. LABORDE Directors and Director
/s/ John P. Bigger Vice Chairman of the Board
JOHN P. BIGGER of Directors and Director
/s/ Joe J. Brown Director
JOE J. BROWN
/s/ William Cox Director
WILLIAM D. COX
/s/ Larry D. Crouse Vice President and Director
LARRY D. CROUSE
/s/ Donald M. Gamet Director
DONALD M. GAMET
/s/ Eleanor B. Schwartz Director
ELEANOR B. SCHWARTZ
/s/ Walter P. Walker Director
WALTER P. WALKER
Date of all signatures August 29, 1995
EXHIBIT INDEX
5 Opinion regarding legality 10
24 Consent of independent certified
public accountants 11
Exhibit 5
HILLIX, BREWER, HOFFHAUS, WHITTAKER & WRIGHT, L.L.C.
Fourth Floor
Two Crown Center
2420 Pershing Road
Kansas City, Missouri 64108-2537
Telephone (816) 221-0355
Telecopier (816) 421-2896
August 29, 1995
Anuhco, Inc.
9393 West 110th Street
Suite 100
Overland Park, Kansas 66210
Gentlemen:
We refer to the Registration Statement of Anuhco, Inc. ("the
Company") on Form S-8, dated August 29, 1995, to be filed with the
Securities and Exchange Commission for the purpose of registering
under the Securities Act of 1933, as amended (the "1933 Act"),
50,000 shares of common stock of the Company to be offered under a
Stock Option Agreement by and between Anuhco, Inc. and C. Ted
McCarter, effective May 31, 1995 ("Agreement").
We have examined the certificate of incorporation of the
Company, its by-laws, the minutes of the meetings of its board of
directors and stockholders, and other Company records pertaining to
this opinion which we have deemed relevant. Based upon this
examination, it is our opinion that (i) all necessary corporate
action has been taken to authorize the issuance and sale of 50,000
shares of common stock under the Agreement for the consideration
set forth in said Agreement, and (ii) upon the issuance and sale of
said 50,000 shares for such consideration pursuant to an effective
Registration Statement under the 1933 Act and in compliance with
applicable state securities laws, said shares will be legally
issued, fully paid and nonassessable.
We hereby consent to the reference to us under the heading
"Legal Opinion" in the prospectus which constitutes a part of the
Registration Statement and also consent to the inclusion of the
opinion in the Registration Statement as Exhibit 5 thereto.
Sincerely,
HILLIX, BREWER, HOFFHAUS, WHITTAKER & WRIGHT
/s/ James S. Swenson
James S. Swenson
Exhibit 24
ARTHUR ANDERSEN LLP
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 February 16, 1995, included in the Company's Form 10-K
for the year ended December 31, 1994, and to all references to our
Firm included in this registration statement.
/s/ Arthur Andersen LLP
Kansas City, Missouri,
August 29, 1995
