As filed with the Securities and Exchange Commission on February 15, 1995
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.20549
FORM S-3
REGISTRATION STATEMENT
Under
The Securities Act Of 1933
CINTAS CORPORATION
(Exact name of registrant as specified in its charter)
Incorporated under the laws of Washington
I.R.S. Employer I.D. No. 31-1188630
6800 Cintas Boulevard
Cincinnati, Ohio 45262
(513) 459-1200
(Address, including zip code, and telephone number, including
area code, of registrants principal executive offices)
Gary P. Kreider, Esq.
Keating, Muething & Klekamp
18th Floor, Provident Tower
One East Fourth Street
Cincinnati, Ohio 45202
(513) 579-6411
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Approximate date of commencement of the proposed sale to the
public: From time to time after the effective date of the
Registration Statement pending market conditions.
If the only securities being registered on this form are being
offered pursuant to dividend or interest reinvestment plans,
please check the following box. [ ]
If any securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1933, other than securities
offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
CALCULATION OF REGISTRATION FEE
Title of Amount Proposed Maximum Proposed Maximum Amount of
Shares to Be to Be Aggregate Price Aggregate Registration
Registered Registered Per Unit Offering Price* Fee
_____________ __________ ________________ ________________ ___________
Common Stock 1,606 $37 $59,422 $100
*Calculated pursuant to Rule 457(c), based on the average of
the high and low price of the Common Stock on NASDAQ/NMS on
February 10, 1995.
The Registrant hereby amends this Registration Statement on
such date or dates as may be necessary to delay its effective
date until the Registrant shall file a further amendment which
specifically states that this Registration Statement shall
thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this Registration
Statement shall become effective on such date as the
Commission, acting pursuant to said Section 8(a), shall
determine.
Page _____ of _____ Pages
<PAGE>
PROSPECTUS
CINTAS CORPORATION
1,606 shares of Common Stock
This Prospectus relates to 1,606 shares of Common Stock,
without par value of Cintas Corporation, a Washington corpora-
tion ("Cintas" or the "Company"). The shares are being offered
for sale by Rental Uniform Service of Statesville, Inc., J.
Neal Blackwelder and Ruth M. Blackwelder (collectively the
"Selling Securityholders") who acquired the shares in connec-
tion with an acquisition by Cintas of Sunshine Uniform Ser-
vice, Inc., a corporation owned by the Selling Security-
holders. The Selling Securityholders previously registered
218,159 shares acquired in the acquisition. The 1,606 shares
offered for sale hereby relate to a post-closing adjustment of
the original acquisition purchase price.
__________________________
The Common Stock may be offered to the public from time
to time by the Selling Securityholders. See "The Selling
Securityholders". The Company will receive none of the pro-
ceeds from the sale of the Common Stock by the Selling
Securityholders but will pay certain of the expenses of this
offering. The Selling Securityholders will bear certain costs
of this offering, including the commissions and discounts of
any underwriters, dealers and agents and the legal expenses of
the Selling Securityholders. The Common Stock may be sold
directly or through underwriters, dealers or agents in market
transactions or privately-negotiated transactions. See "Plan
of Distribution". Cintas' Common Stock is traded in The Nasdaq
Stock Market/National Market System under the symbol "CTAS".
____________________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
______________________________
The date of this Prospectus is February __, 1995.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements
of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and in accordance therewith files reports,
proxy statements and other information with the Securities and
Exchange Commission (the "Commission") under file No. 0-11399.
Reports, proxy statements and other information filed by the
Company can be inspected and copied at the public reference
facilities maintained by the Commission at Room 1024, Judicia-
ry Plaza, 450 Fifth Street N.W., Washington, D.C. 20549 and at
the Regional Offices of the Commission at 75 Park Place, 14th
Floor, New York, New York 10007; and at Northwestern Atrium
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois
60661. Copies of such material can be obtained at prescribed
rates from the Public Reference Section of the Commission, 450
Fifth Street N.W., Washington, D.C. 20549.
This Prospectus constitutes a part of a Registration
Statement on Form S-3 (Number 33-_______) filed by the Company
with the Commission under the Securities Act of 1933 (the
"Securities Act"). This Prospectus omits certain of the infor-
mation contained in the Registration Statement, and reference
is hereby made to the Registration Statement and to the exhib-
its relating thereto for further information with respect to
the Company and the shares offered hereby. Any statements
contained herein concerning the provisions of any documents
are not necessarily complete, and, in each instance, reference
is made to such copy filed as an exhibit to the Registration
Statement or otherwise filed with the Commission. Each such
statement is qualified in its entirety by such reference.
FINANCIAL REPORTS
The Company furnishes its shareholders with annual re-
ports containing audited financial statements and with quar-
terly reports for the first three quarters of each year con-
taining unaudited interim financial information.
INFORMATION INCORPORATED BY REFERENCE
The following documents filed by the Company with the
Commission are incorporated into this Prospectus by reference:
(1) Annual Report on Form 10-K for the fiscal year ended
May 31, 1994 including Annual Report to Shareholders
for the fiscal year ended May 31, 1994.
(2) Quarterly Reports on Form 10-Q for the quarters
ended August 31, 1994 and November 30, 1994.
<PAGE>
(3) Registration Statement on Form 8-A, SEC File No. 0-
11399, registering the Company's Common Stock under
Section 12 of the Exchange Act, which describes the
class of securities being registered hereunder.
All documents subsequently filed by the Company pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act,
after the date of this Prospectus and prior to the termination
of the offering of the shares offered hereby, shall be deemed
to be incorporated by reference into this Prospectus and to be
part hereof.
Statements contained in the documents incorporated by
reference shall be deemed to be modified and superseded to the
extent that statements contained herein modify or supersede
such statements.
THIS PROSPECTUS INCORPORATES DOCUMENTS BY REFERENCE WHICH
ARE NOT PRESENTED HEREIN OR DELIVERED HEREWITH. THESE DOCU-
MENTS (NOT INCLUDING EXHIBITS TO THE INFORMATION THAT IS
INCORPORATED BY REFERENCE UNLESS SUCH EXHIBITS ARE SPECIFICAL-
LY INCORPORATED BY REFERENCE INTO THE INFORMATION THAT THE
PROSPECTUS INCORPORATES) ARE AVAILABLE UPON REQUEST, WITHOUT
CHARGE, FROM DAVID T. JEANMOUGIN, SENIOR VICE PRESIDENT OF THE
COMPANY, 6800 CINTAS BOULEVARD, CINCINNATI, OHIO 45262, PHONE
(513) 459-1200.
THE COMPANY
Cintas is a leader in the uniform rental and sales busi-
ness and has particular expertise in designing, planning and
implementing corporate identity uniform programs. The Company
concentrates on uniform rental services and custom uniform
sales. Revenues received from uniform rental services and
non-uniform rental items, including dust mops, entrance mats
and wiping cloths, accounted for approximately 89% of Cintas'
revenues for fiscal 1994. The balance of the Company's reve-
nues are derived from custom uniform sales. The Company pro-
vides rental products and services through a network of 100
uniform rental locations and sells uniforms to national cus-
tomers through distribution centers located in Cincinnati and
Reno, Nevada. At its four manufacturing facilities the Company
manufactures a substantial portion of the uniform trousers
and uniform shirts supplied to its customers.
During the past five years, Cintas has made several
acquisitions of rental operations which significantly affected
the Company's revenues and net income. These acquisitions
were completed using cash, seller-financing, Cintas Common
Stock or a combination of these methods. The Company acquired
Sunshine Uniform Service, Inc., an Arkansas corporation ("Sun-
shine Uniform") on October 3, 1994. Sunshine Uniform operates
facilities and services the Memphis, Tennessee and Little
Rock, Arkansas markets. See "The Selling Securityholders".
The Company intends to continue to expand, through both inter-
nal growth, including the establishment of operations in new
geographic areas, and by continuing its acquisition program.
<PAGE>
Cintas was incorporated under the laws of the State of
Washington in 1986 and is the successor to a business begun in
1929. Its executive offices are located at 6800 Cintas Boule-
vard, Cincinnati, Ohio 45262; telephone number (513) 459-1200.
THE SELLING SECURITYHOLDERS
The shares being sold in this offering are being sold by
the Selling Securityholders. On October 3, 1994, Sunshine
Uniform was acquired by Cintas through the merger of Sunshine
Uniform with a Cintas subsidiary. The Selling Securityholders
were issued, in the aggregate, 219,765 shares of Cintas Common
Stock in connection with the acquisition of Sunshine Uniform
by the Company.
Of such 219,765 shares, the Company previously registered
218,159 shares on a Registration Statement on Form S-3 (Number
33-85376). This Prospectus relates solely to the 1,606 shares
of Cintas Common Stock issued to the Selling Securityholders
in a post-closing adjustment of the original acquisition
price.
Other than the shares issued to the Selling
Securityholders in connection with the acquisition of Sunshine
Uniform by the Company, the Selling Securityholders own no
other shares of Cintas Common Stock. If all 219,765 shares,
including both those registered previously and those offered
hereby, are sold, the Selling Securityholders will own no
Cintas Common Stock.
USE OF PROCEEDS
The Company will not receive any proceeds from the shares
being sold in this offering.
PLAN OF DISTRIBUTION
The Common Stock may be sold from time to time directly
by the Selling Securityholders. Alternatively, the Selling
Securityholders may from time to time offer the Common Stock
through underwriters, dealers or agents. The distribution of
the Common Stock by the Selling Securityholders may be effect-
ed from time to time in one or more transactions that may take
place on the over-the-counter market including ordinary
broker's transactions, privately-negotiated transactions or
through sales to one or more broker/dealers for resale of such
securities as principals, at market prices prevailing at the
time of sale, at prices related to such prevailing market
prices or at negotiated prices. Usual and customary or specif-
ically negotiated brokerage fees or commissions may be paid by
these holders in connection with such sales.
<PAGE>
The Company will pay certain expenses incident to the
offering and sale of the Common Stock to the public. The
Company will not pay for, among other expenses, commissions
and discounts of underwriters, dealers or agents or the fees
and expenses of counsel for the Selling Securityholders.
LEGAL MATTERS
The legality of the Common Stock offered hereby will be
passed upon for Cintas by Keating, Muething & Klekamp, Cincin-
nati, Ohio, of which Donald P. Klekamp, a Director of the
Company, is a partner. Members of that firm beneficially own
147,267 shares of Cintas Common Stock.
MISCELLANEOUS
No person is authorized to give any information or to
make any representations other than those contained or incor-
porated by reference in this Prospectus and, if given or made,
such information or representations must not be relied upon as
having been authorized. This Prospectus does not constitute an
offer to sell or a solicitation of an offer to buy any securi-
ties other than the registered securities to which it relates
or an offer to sell or a solicitation of an offer to buy such
securities in any jurisdiction to any person to whom it is
unlawful to make such offer or solicitation in such jurisdic-
tion. Neither the delivery of this Prospectus nor any sale
hereunder shall, under any circumstances, create any implica-
tion that there has been no change in the affairs of Cintas
since the date hereof or that the information herein is cor-
rect as of any time subsequent to its date.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following is a list of estimated expenses in connec-
tion with the issuance and distribution of the securities
being registered, with the exception of underwriting discounts
and commissions:
Registration Fee . . . . . . . . . . . . $ 100.00
Printing costs . . . . . . . . . . . . . 500.00
Legal fees and expenses . . . . . . . . 2,000.00
Accounting fees and expenses . . . . . . 1,000.00
Blue sky fees and expenses . . . . . . . 100.00
Miscellaneous . . . . . . . . . . . . . 100.00
_________
Total . . . . . . . . . . . . . . . . . $3,800.00
All of the above expenses other than the Registration fee
are estimates. All of the above expenses will be borne by
Cintas pursuant to agreement upon issuance of the Common Stock
offered in this Registration Statement.
Item 15. Indemnification of Directors and Officers.
Washington Business Corporation Act, Section 23A.08.025,
allows indemnification by the Registrant to any person made or
threatened to be made a party to any proceedings, other than a
proceeding by or in the right of the Registrant, by reason of
the fact that he is or was a director, officer, employee or
agent of the Registrant, against expenses, including judgments
and fines, if he acted in good faith and in a manner reason-
ably believed to be in or not opposed to the best interests of
the Registrant and, with respect to criminal actions, in which
he had no reasonable cause to believe that his conduct was
unlawful. Similar provisions apply to actions brought by or in
the right of the Registrant, except that no indemnification
shall be made in proceedings in which the person shall have
been adjudged to be liable to the Corporation. Indemnifica-
tions are to be made by a majority vote of a quorum of disin-
terested directors or the written opinion of independent
counsel or by the shareholders.
Article V of the Registrant's By-Laws provides that
indemnification shall be extended to any of the persons de-
scribed above to the full extent permitted by the Washington
Business Corporation Act.
<PAGE>
Item 16. Exhibits.
Exhibit No. Description
___________ ____________________________________
5 Opinion re: Legality
23.1 Consent of Independent Auditors
23.2 Consent of Counsel (Contained in
Exhibit 5)
24 Power of Attorney (Contained on
Page II-4)
Item 17. Undertakings.
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 set forth in Item 15 hereof, or otherwise, the
Registrant has been advised that in the opinion of the Securi-
ties 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 Regis-
trant 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 direc-
tor, 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 juris-
diction 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.
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 Registra-
tion 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 amend-
ment thereof) which, individually or in the aggre-
gate, represent a fundamental change in the informa-
tion set forth in the Registration Statement;
<PAGE>
(iii) to include any material information with respect to
the plan of distribution not previously disclosed in
the Registration Statement or any material change to
such information in the Registration Statement;
Provided, however, that paragraphs (i) and (ii) 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 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 the time shall be deemed to be the
initial bona fide offering thereof; and
(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.
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 pursu-
ant to Section 13(a) or Section 15(d) of the Securities Ex-
change Act of 1934 that is incorporated by reference in the
Registration Statement shall be deemed to be a new Registra-
tion Statement relating to the securities offering therein,
and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
<PAGE>
SIGNATURES
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-3 and has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly autho-
rized, in the City of Mason, State of Ohio, on February 14,
1995.
CINTAS CORPORATION
BY: Richard T. Farmer
_____________________
Richard T. Farmer,
Chairman and Chief
Executive Officer
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. The
persons whose names appear with an asterisk (*) below hereby
designate Richard T. Farmer or David T. Jeanmougin, or either
of them, as attorney-in-fact to sign all amendments including
any post-effective amendments to this Registration Statement.
Signature Title Date
________________________ ________________ _________________
Chairman of the
Board of
Richard T. Farmer Directors, Chief
________________________ Executive Officer February 14, 1995
Richard T. Farmer
President, Chief
Robert J. Kohlhepp Operating Officer
________________________ and Director February 14, 1995
*Robert J. Kohlhepp
Roger L. Howe Director February 14, 1995
________________________
*Roger L. Howe
James J. Gardner Director February 14, 1995
________________________
*James J. Gardner
Donald P. Klekamp Director February 14, 1995
________________________
*Donald P. Klekamp
Gerald V. Dirvin Director February 14, 1995
________________________
*Gerald V. Dirvin
Scott D. Farmer Vice President,
_______________________ Director February 14, 1995
*Scott D. Farmer
Senior Vice
President of
Finance (Principal
Financial Officer
and Principal
David T. Jeanmougin Accounting
_______________________ Officer) February 14, 1995
David T. Jeanmougin
TELECOPIER (513) 579-6457
February 15, 1995
Direct Dial: (513) 579-6411
Cintas Corporation
6800 Cintas Boulevard
Cincinnati, Ohio 45262
Gentlemen:
We serve as your General Counsel and are familiar with your
Articles of Incorporation, By-laws and corporate proceedings.
On this basis, we have made an examination as to:
1. The organization of Cintas Corporation (the
"Corporation");
2. The legal sufficiency of all corporate proceedings of
the Corporation in connection with the authorization and
issuance of all presently outstanding and issued Common Stock
of the Corporation; and
3. The legal sufficiency of all corporate proceedings
taken in connection with the authorization of the issuance of
1,606 shares of Common Stock to be included in a Registration
Statement on Form S-3 to be filed with the Securities and
Exchange Commission.
Based upon such examination, we are of the opinion that:
1. Cintas Corporation is a duly organized and validly
existing corporation under the laws of the State of
Washington;
2. The corporation has taken all necessary and required
corporate actions in connection with the issuance of 1,606
shares of Corporation Common Stock and the aforesaid 1,606
shares of Common Stock are validly authorized, legally issued,
fully paid and nonassessable shares of Common Stock of the
Corporation free of any preemptive rights.
We hereby consent to be named in the aforesaid Registration
Statement and the Prospectus part thereof as the attorneys who
will pass upon legal matters in connection with the issuance
of the aforesaid Common Stock and to the filing of this
opinion as an exhibit to the Registration Statement and
furthermore consent to references made to this firm in the
Registration Statement.
Very truly yours,
KEATING, MUETHING & KLEKAMP
BY: Robert E. Coletti
____________________________
Robert E. Coletti
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the
Registration Statement (Form S-3) and related Prospectus of
Cintas Corporation for the registration of 1,606 shares of its
common stock of our report dated July 15, 1994, with respect
to the consolidated financial statements of Cintas Corporation
incorporated by reference in its Annual Report (Form 10-K) for
the year ended May 31, 1994 and the related financial
statement schedules included therein, filed with the
Securities and Exchange Commission.
ERNST & YOUNG LLP
Cincinnati, Ohio
February 14, 1995
