As filed with the Securities and Exchange Commission on August 1 , 1997
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
Under
The Securities Act of 1933
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CINTAS CORPORATION
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(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
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(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
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(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]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ] ______________
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ] _______________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
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Title of Proposed Proposed
Shares Amount Maximum Maximum Amount of
to be to be Aggregate Aggregate Registration
Registered Registered Price Per Unit* Offering Price* Fee
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Common Stock 88,600 $67.94 $6,019,484 $1,825
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*Estimated pursuant to Rule 457(c) under the Securities Act of 1933 solely for
the purpose of calculating the registration fee.
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>
CINTAS CORPORATION
88,600 shares of Common Stock
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This Prospectus relates to 88,600 shares of Common Stock, without par
value, of Cintas Corporation, a Washington corporation ("Cintas" or the
"Company"). The shares are being offered for sale by Ben C. Scharpf, Raymond G.
Scharpf and Ruth A. Scharpf (the "Selling Shareholders"). Ben C. Scharpf
acquired the shares in connection with an acquisition by Cintas of Benjamin's
Uniforms, Inc., a corporation previously owned by Ben C. Scharpf.
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The Common Stock may be offered to the public from time to time by the
Selling Shareholders. See "Selling Shareholders." The Company will receive none
of the proceeds from the sale of the Common Stock by the Selling Shareholders
but will pay certain of the expenses of this offering. The Selling Shareholders
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 Shareholders. The Common Stock may be sold directly or through
underwriters, dealers or agents in market transactions or privately-negotiated
transactions. See "Plan of Distribution." The Cintas Common Stock is traded in
the Nasdaq National Market under the symbol "CTAS." On July 31, 1997, the
closing sales price of the Cintas Common Stock was $65-1/2.
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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 August __, 1997.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 (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, 450 Fifth Street N.W.,
Washington, D.C. 20549 and at the Regional Offices of the Commission at 7 World
Trade Center, Suite 1300, New York, New York, and at Northwestern Atrium, 500
West Madison Street, Suite 1400, Chicago, Illinois. Copies of such material can
be obtained at prescribed rates from the Public Reference Section of the
Commission at the address set forth above. In addition, material filed by the
Company can be obtained and inspected at the offices of The Nasdaq Stock Market,
Inc., 9513 Key West Avenue, Rockville, Maryland, 20850, on which the Company's
Common Stock is quoted. The Company files its reports, proxy statements and
other information with the Commission electronically, and the Commission
maintains a Web site located at http://www.sec.gov containing such reports,
proxy statements and other information.
This Prospectus constitutes a part of a Registration Statement on Form
S-3 (Number 333-_____) filed by the Company with the Commission under the
Securities Act of 1933. This Prospectus omits certain of the information
contained in the Registration Statement, and reference is hereby made to the
Registration Statement and to the exhibits 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
complete in all material respects, 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.
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, 1996.
(2) Form 10-K/A filed with the Commission on May 1, 1997.
(3) Quarterly Reports on Form 10-Q for the quarters ended August 31, 1996,
November 30, 1996 and February 28, 1997.
(4) 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.
<PAGE>
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 DOCUMENTS (NOT INCLUDING EXHIBITS
TO THE INFORMATION THAT IS INCORPORATED BY REFERENCE UNLESS SUCH EXHIBITS ARE
SPECIFICALLY INCORPORATED BY REFERENCE INTO THE INFORMATION THAT THE PROSPECTUS
INCORPORATES) ARE AVAILABLE UPON WRITTEN OR ORAL REQUEST, WITHOUT CHARGE, FROM
DAVID T. JEANMOUGIN, SENIOR VICE PRESIDENT AND SECRETARY 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 business 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 1996. The balance of the
Company's revenues are derived from custom uniform sales, the sale of first aid
and safety products and sales of related items. The Company provides uniform and
related rental products and services through a network of 129 rental locations
and sells uniforms to national customers through distribution centers located in
Cincinnati, Ohio, Reno, Nevada and Montgomery, Alabama. First aid and safety
products are sold, for the most part, to independent distributors who in turn
sell these products to industrial users. At its four garment 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
uniform 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 intends to
continue to expand, through both internal growth, including the establishment of
operations in new geographic areas, and by continuing its acquisition program of
both uniform rental companies and first aid and safety products.
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 Boulevard, Cincinnati, Ohio 45262; telephone number (513)
459-1200.
<PAGE>
SELLING SHAREHOLDERS
The shares offered pursuant to this Prospectus are being sold by Ben C.
Scharpf, who owns 88,500 shares of Cintas Common Stock, all of which are being
offered for sale hereby, and by Raymond G. Scharpf and Ruth A. Scharpf who
jointly received 100 shares as a gift from Ben C. Scharpf, all of which are
being offered for sale hereby. The Selling Shareholders own no other shares of
Cintas Common Stock and if all shares offered hereby are sold, they will own no
Cintas Common Stock upon the completion of this offering. Shares acquired by
gift from the 88,500 shares owned by Ben C. Scharpf may also be sold pursuant to
this Prospectus by any such donee.
On July 1, 1997, Benjamin's Uniforms, Inc. was acquired by Cintas through
the merger of Benjamin's Uniforms, Inc. with a wholly-owned subsidiary of
Cintas. In the merger, Ben C. Scharpf received the 88,600 shares of Cintas
Common Stock described in this Prospectus in exchange for his shares of
Benjamin's Uniforms, Inc. capital 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
Shareholders. Alternatively, the Selling Shareholders may from time to time
offer the Common Stock through underwriters, dealers or agents. The distribution
of the Common Stock by the Selling Shareholders may be effected 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 specifically negotiated brokerage fees or commissions may be
paid by these holders in connection with such sales.
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 Shareholders.
LEGAL MATTERS
The legality of the Common Stock offered hereby will be passed upon for
Cintas by Keating, Muething & Klekamp, P.L.L., Cincinnati, Ohio, of which Donald
P. Klekamp, a Director of the Company, is a partner. Members of that firm
beneficially own 153,967 shares of Cintas Common Stock.
<PAGE>
EXPERTS
The consolidated financial statements of Cintas Corporation incorporated
by reference in Cintas Corporation's Annual Report on Form 10-K, as amended, for
the year ended May 31, 1996, have been audited by Ernst & Young LLP, independent
auditors, as set forth in their report thereon incorporated by reference therein
and incorporated herein by reference in reliance upon such report, given upon
the authority of such firm as experts in accounting and auditing.
MISCELLANEOUS
No person is authorized to give any information or to make any
representations other than those contained or incorporated 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 securities 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 jurisdiction. Neither the
delivery of this Prospectus nor any sale hereunder shall, under any
circumstances, create any implication that there has been no change in the
affairs of Cintas since the date hereof or that the information herein is
correct 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 connection with the
issuance and distribution of the securities being registered, with the exception
of underwriting discounts and commissions:
Registration Fee...............................................$1,825.00
Printing costs................................................. 500.00
Legal fees and expenses.........................................3,000.00
Accounting fees and expenses....................................1,500.00
Blue sky fees and expenses...................................... 100.00
Miscellaneous................................................... 100.00
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Total..........................................................$7,025.00
========
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 reasonably 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. Indemnifications are to be made by a majority vote of a quorum of
disinterested 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 described above to the full extent
permitted by the Washington Business Corporation Act.
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<PAGE>
ITEM 16. EXHIBITS.
Exhibit No. Description
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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 the signature page)
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 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 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.
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.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
II - 2
<PAGE>
offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than a 20%
change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement.
(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 with or furnished to the Commission 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 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 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 offering therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
II - 3
<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
authorized, in the City of Cincinnati, State of Ohio, on August 1, 1997.
CINTAS CORPORATION
BY: /s/ Robert J. Kohlhepp
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Robert J. Kohlhepp, 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 Robert J. Kohlhepp or William C. Gale, or
either of them, as attorney-in-fact to sign all amendments including any
post-effective amendments to this Registration Statement as well as any related
registration statement (or amendment thereto) filed pursuant to Rule 462(b)
promulgated under the Securities Act of 1933.
Signature Title Date
- ------------------------- ------------------------- ------------------
/S/ Richard T. Farmer Chairman of the Board of August 1, 1997
- ------------------------- Directors
*Richard T. Farmer
/S/ Robert J. Kohlhepp Chief Executive Officer August 1, 1997
- ------------------------- and Director (Principal
*Robert J. Kohlhepp Executive Officer)
/S/ Scott D. Farmer President, Chief August 1, 1997
- ------------------------- Operating Officer and
*Scott D. Farmer Director
/S/ Roger L. Howe Director August 1, 1997
- -------------------------
*Roger L. Howe
/S/ John S. Lillard Director August 1, 1997
- -------------------------
*John S. Lillard
II - 4
<PAGE>
/S/ James J. Gardner Director August 1, 1997
- -------------------------
*James J. Gardner
/S/ Donald P. Klekamp Director August 1, 1997
- -------------------------
*Donald P. Klekamp
/S/ Gerald V. Dirvin Director August 1, 1997
- -------------------------
*Gerald V. Dirvin
/S/ William C. Gale Vice President of Finance August 1, 1997
- ------------------------- (Principal Financial
*William C. Gale Officer and Principal
Accounting Officer)
II - 5
EXHIBIT 5
TELECOPIER (513) 579-6457
August 1, 1997
Direct Dial: (513) 579-6560
Cintas Corporation
6800 Cintas Boulevard
Cincinnati, Ohio 45262
Gentlemen:
We serve as your General Counsel and are familiar with your Articles of
Incorporation, Bylaws 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 88,600 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;
<PAGE>
Cintas Corporation
Page 2
August 1, 1997
2. The corporation has taken all necessary and required corporate actions
in connection with the issuance of 88,600 shares of newly issued Common Stock
and the aforesaid 88,600 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, P.L.L.
BY: /S/ Robert E. Coletti
--------------------------------
Robert E. Coletti
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in
the Registration Statement (Form S-3) and related Prospectus of Cintas
Corporation for the registration of 88,600 shares of its common stock and to the
incorporation by reference therein of our report dated July 8, 1996, with
respect to the consolidated financial statements of Cintas Corporation
incorporated by reference in its Annual Report on Form 10-K, as amended, for the
year ended May 31, 1996 and the related financial schedule included therein,
filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
Cincinnati, Ohio
August 1, 1997
