As filed with the Securities and Exchange Commission on May 7, 1999
Re1gistration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-4
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
CINTAS CORPORATION
(Exact name of Registrant as specified in its charter)
Washington 2320 31-1188630
- ---------------- ---------------------------- ----------------------
(State or other (Primary Standard Industrial (IRS Employer
jurisdiction of Classification Code Number) Identification Number)
incorporation or
organization)
6800 Cintas Boulevard
Cincinnati, Ohio 45262
(513) 459-1200
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(Address, including zip code, and telephone number, including
area code, of Registrant's principal executive offices)
Mark A. Weiss, Esq.
Keating, Muething & Klekamp, P.L.L.
1400 Provident Tower
One East Fourth Street
Cincinnati, Ohio 45202
(513) 579-6400
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(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of this Registration Statement.
If the securities being registered on this Form are being offered in connection
with the formation of a holding company and there is compliance with General
Instruction G, check the following box. [ ]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) 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 this Form is a post-effective amendment filed pursuant to Rule 462(d) 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. [ ]
CALCULATION OF REGISTRATION FEE
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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
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Common Stock 7,500,000 $68.125 $510,937,500 $142,041
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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 the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>
PROSPECTUS
CINTAS CORPORATION
7,500,000 Shares of Common Stock
We are offering shares of our Common Stock to be issued in exchange for
assets, businesses or securities.
Common Stock Information
Nasdaq National Market Symbol - CTAS
Closing Price on May 5, 1999 - $70-1/8
This Investment Involves a High Degree of Risk. See "Risk Factors"
Beginning on Page 5.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved these securities, or determined if this
Prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
May __, 1999
<PAGE>
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the SEC. Our SEC filings are available to the public over the
internet at the SEC's web site at http://www.sec.gov. You may also read and copy
any document we file at the SEC's public reference rooms in Washington, D.C.,
New York, New York and Chicago, Illinois. Please call the SEC at 1-800-SEC-0330
for further information on the public reference rooms.
The SEC allows us to "incorporate by reference" the information we file
with them. This Prospectus incorporates important business and financial
information about Cintas which is not included in or delivered with this
Prospectus. The information incorporated by reference is an important part of
this prospectus, and information that we file later with the SEC will
automatically update and supersede this information. We incorporate by reference
the following documents:
- - Our Annual Report on Form 10-K for the year ended May 31, 1998.
- - Our Quarterly Reports on Form 10-Q for the quarters ended August 31, 1998,
November 30, 1998 and February 28, 1999.
- - Our Forms 8-K filed on June 1, 1998, January 14, 1999, April 7, 1999 and
May 7, 1999.
- - The description of the our Common Stock contained in the Registration
Statement on Form 8-A, File No. 0-11399, filed under the Securities
Exchange Act of 1934.
- - Any future filings made with the SEC under Sections 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934 until all of the shares have
been issued.
You may obtain a copy of these filings without charge, by writing or
telephoning us at the following address:
David T. Jeanmougin
Senior Vice President and Secretary
Cintas Corporation
6800 Cintas Boulevard
Cincinnati, Ohio 45262
(513) 459-1200
You should rely only on the information incorporated by reference or
provided in this prospectus. We have not authorized anyone else to provide you
with different information. We are not making an offer of these securities in
any state where the offer is not permitted. You should not assume that the
information in this prospectus is accurate as of any date other than the date on
the front of those documents. If you would like to request documents from us,
please do so by five business days before you have to make an investment
decision.
<PAGE>
This prospectus and the documents "Incorporated by Reference" as discussed
under "Where You Can Find More Information" contain forward looking statements
within the meaning of federal securities law. Such statements can be identified
by the use of forward-looking terminology such as "may," "will," "expect,"
"anticipate," "estimate," "continue" or other similar words. These statements
discuss future expectations, contain projections of results of operations or of
financial condition or state other "forward-looking" information. Although
management believes that the expectations reflected in its forward-looking
statements are based on reasonable assumptions, there are certain factors such
as general economic conditions, local real estate conditions, weather
conditions, or those conditions discussed in connection with each
forward-looking statement that might cause a difference between actual results
and those forward-looking statements. When considering such forward-looking
statements, you should keep in mind the risk factors and other cautionary
statements in this prospectus along with the documents incorporated by reference
where forward looking information is discussed.
<PAGE>
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. Cintas received 74% of its revenues for fiscal 1998 from uniform
rental services and non-uniform rental items, including dust mops, entrance mats
and wiping cloths. The balance of the Company's revenues were derived from
custom uniform sales, the sale of first aid and safety products, consumable
cleanroom supplies and sales of related items. The Company provides uniform and
related rental products and services through a network of approximately 200
rental locations, six cleanroom facilities and seven distribution centers
located in various parts of the United States. At its fourteen manufacturing
facilities the Company manufactures a substantial portion of the uniform
trousers and uniform shirts supplied to its customers. First aid and safety
products are sold to industrial users either directly from Cintas or Cintas
subsidiaries or through independent distributors.
During the past five years, Cintas has made several acquisitions 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 and sale companies and companies that engage in the sale and distribution
of 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, Mason, Ohio 45040; telephone number (513)
459-1200.
RISK FACTORS
An investment in the shares of Cintas Common Stock offered under this
Prospectus involves a high degree of risk. The following risk factors, in
addition to the other information contained in this Prospectus, should be
considered carefully in evaluating Cintas and its business.
Acquisitions
From June 1, 1995 through the fiscal quarter ended February 28, 1999,
Cintas has issued approximately 10,500,000 shares of its common stock and paid
approximately $55 million in cash in 126 acquisitions. On March 24, 1999 Cintas
issued an additional 5,072,124 shares of its common stock in connection with its
acquisition of Unitog Company. As part of its growth strategy, Cintas intends to
continue to actively pursue additional acquisition opportunities. In order to
achieve anticipated benefits from these acquisitions, Cintas must successfully
integrate any acquired business with its existing operations, and while it
believes it will be able to fully integrate these businesses into Cintas, it can
give no assurance that it will be successful in this regard. Cintas can also
give no assurance that it will be able to complete future acquisitions or that
all future issuances of securities in connection with acquisitions will not
dilute the interests of its shareholders. Further, Cintas can give no assurance
that it will be able to successfully integrate and profitably manage the
business of Unitog Company.
<PAGE>
Competition
Cintas' customers in the uniform rental and sales industry primarily choose
suppliers based upon quality of products, service and price. Leading uniform
competitors include UniFirst Corporation, ARAMARK Corporation and G&K Services,
Inc. In addition to Cintas' traditional uniform rental competitors, Cintas
anticipates that future competition may be with businesses that focus on selling
uniforms and other related items. If existing or future competitors seek to gain
or retain market share by reducing prices in reaction to the Unitog Merger or
otherwise, Cintas may be required to lower prices, which would hurt its
operating results. Cintas competitors also generally compete with Cintas for
acquisition candidates, which can increase the price for acquisitions and reduce
the number of available acquisition candidates.
Economic Conditions
National or regional economic slowdowns or certain industry specific
slowdowns may hurt Cintas' business. Events or conditions in a particular area,
such as adverse weather and other factors, could also hurt operating results.
Furthermore, increases in interest rates may lead to a decline in economic
activity and adversely affect operating results. While Cintas does not believe
that its exposure is greater than that of its competitors, Cintas could be
adversely affected by increases in the prices of fabric, fuel, wages and other
components of product cost unless it could recover such increases through
increases in the prices for its services and products. Competitive and general
economic conditions might limit the ability of Cintas and its competitors to
increase prices to cover such increases.
Environmental Regulation
Various federal, state and local laws and regulations governing hazardous
wastes and other substances affect Cintas and its competitors in the uniform
rental industry. Specifically, industrial laundries use and must dispose of
detergent waste water and other residues. In the past, Cintas has settled, or
contributed to the settlement of, actions or claims brought against it which
relate to the disposal of hazardous materials. Cintas may have to pay material
amounts to compensate for the consequences of disposals in the future. Under
environmental laws, an owner or tenant of real estate may be required to pay the
costs of removing or remediating certain hazardous or toxic substances located
on or in or emanating from property whether or not the owner or tenant knew of
or was responsible for the presence of such hazardous or toxic substances. While
Cintas regularly engages in environmental due diligence in connection with
acquisitions, Cintas can give no assurance that locations that have been
acquired or leased have been operated in compliance with environmental laws and
regulations during prior periods or that future uses or conditions will not make
Cintas liable under these laws or expose Cintas to third-party actions including
tort suits.
<PAGE>
In addition, the federal Environmental Protection Agency has recently
proposed a federal environmental regulatory framework which applies to
industrial laundry operations and, if implemented as proposed, would replace
local regulations, particularly in the area of waste water compliance. Scheduled
to take effect in 1999, these regulations, if implemented as proposed, would
require Cintas to pay substantial amounts to be in compliance, which would
increase operating costs and capital expenditures. Cintas and other companies
have had discussions with the EPA regarding these proposed regulations. As a
result of these discussions, Cintas believes that the final regulations will not
be as extensive as the proposed regulations. To the extent, however, that Cintas
cannot offset new costs and expenses through price increases, results of
operations could decline.
Dependence on Senior Management; Ability to Attract and Retain Quality Personnel
Cintas' success depends in part on the skills, experience and efforts of
senior management and certain other key employees. If, for any reason, one or
more senior executives or key personnel were not to remain active with Cintas,
results of operations could be hurt. Future success also depends on Cintas'
ability to attract and retain qualified managers and technical and marketing
personnel, as well as sufficient numbers of hourly workers. Although Cintas has
an excellent track record of attracting and retaining quality people, there is
competition in the market for the services of such qualified personnel and a
tight market for hourly workers. The failure to attract and retain such
personnel or workers could hurt the results of operations.
Information Systems; Year 2000
Cintas has made a substantial investment in its information systems and
intends to spend significant amounts on information systems in the future. In
particular, Cintas has evaluated the programming code in its existing computer
and software systems as the Year 2000 approaches. The issue with respect to Year
2000 is whether systems will properly recognize date sensitive information when
the year changes to 2000. Systems that do not properly recognize such
information could generate erroneous data or cause complete system failures.
Cintas has completed an assessment of all of its software systems and has
determined what changes need to be made so that Cintas' computer systems will
function properly with respect to dates in the Year 2000 and thereafter. Cintas
does not expect that the total cost of those changes will be material, and will
expense the costs as incurred. Cintas expended most of its Year 2000 costs
during fiscal 1998, and expects to expense the remaining costs in fiscal 1999
when all changes are expected to be completed. Cintas is contacting key
suppliers to obtain certification of their systems Year 2000 compliance. After
Cintas identifies which vendors may fail to become Year 2000 compliant in a
timely fashion, Cintas will develop a strategy to minimize its risks which may
include contingency plans such as alternative suppliers or alternative
processes. Although Cintas believes that the likelihood of the Year 2000 having
a material affect on its operations, liquidity or financial position is remote,
there can be no such assurance that this will be the case.
<PAGE>
USE OF PROCEEDS
This Prospectus relates to Common Stock that may be offered and issued from
time to time on the completion of acquisitions of assets, businesses or
securities. There will be no cash proceeds to the Company from these offerings.
PLAN OF DISTRIBUTION
Common Stock issued under this prospectus may be issued in mergers or
consolidations, in exchange for shares of capital stock, partnership interests
or other assets representing an interest in other companies or other entities,
or in exchange for assets, including assets constituting all or substantially
all of the assets and businesses of such companies or entities. The terms of,
including the consideration for, such acquisitions generally will be determined
by negotiations between Cintas' representatives and the owners or controlling
persons of the businesses or assets to be acquired. The consideration paid to
such owners or controlling persons may include consideration other than, or in
addition to, Common Stock. Such acquisitions generally will not involve the
payment of underwriting fees or discounts, except that finders' fees may be paid
at times. The Company may lease property from, and enter into employment,
management or consulting agreements and non-competition agreements with, the
former owners and key personnel of the businesses or assets be acquired. It is
anticipated that Common Stock issued in connection with any such acquisition
will be valued at a price reasonably related to the market value of the Common
Stock at or about the time the terms of the acquisition are agreed upon, or at
or about the time of the closing of the transaction.
RESALES
The shares of Common Stock issued under this Prospectus in connection with
the acquisition by the Company on the completion of acquisitions of assets,
businesses or securities have been registered under the Securities Act. Such
shares may be traded freely without restriction by those shareholders who are
not deemed to be "affiliates" of the acquired business, as that term is defined
in the rules under the Securities Act.
Shares of Common Stock by those persons deemed to be "affiliates" of
acquired businesses may be resold without registration under the Securities Act
as permitted by Rule 145 promulgated under the Securities Act or as otherwise
permitted under the Securities Act. Certain affiliates ("Selling Shareholders")
may be permitted in writing by Cintas to use this prospectus to offer and sell
shares of Common Stock pursuant to the Registration Statement of which this
prospectus is a part.
Selling Shareholders may offer and sell shares of Common Stock from time to
time in ordinary brokerage transactions on the Nasdaq National Market or any
other principal securities exchange on which the shares of Common Stock are then
trading at the prices prevailing at the time of such sales. From time to time
the Selling Shareholders may engage in short sales, or short sales against the
box, of the shares of Common Stock, however, Selling Shareholders will not be
authorized to use this prospectus for any offer or sale of shares of Common
Stock without first providing prior notice to and obtaining the consent of
Cintas.
<PAGE>
Brokers executing orders are expected to charge normal commissions. Any
such broker may be deemed to be an underwriter within the meaning of the
Securities Act, and any commissions earned by such broker may be deemed to be an
underwriter within the meaning of the Securities Act, and any commissions earned
by such broker may be deemed to be underwriting discounts and commissions under
such Act.
The Company will pay all expenses of registration and of preparing and
reproducing this prospectus, but will not receive any part of the proceeds of
the sale of any shares of Common Stock by Selling Shareholders. Selling
Shareholders will pay all brokerage commissions and other expenses. In
connection with the sales, Selling Shareholders may be deemed to be underwriters
within the meaning of the Securities Act. Any profits realized on sales by such
persons may be regarded as underwriting compensation.
A supplement or amendment to this prospectus, if required, will be filed
with the Commission under the Securities Act that discloses certain information
relating to certain resales.
DESCRIPTION OF CAPITAL STOCK
The authorized capital stock of the Company consists of 300,000,000 shares
of Common Stock and 100,000 shares of Preferred Stock. The following description
is a summary and is subject to, and qualified in its entirety by, the provisions
of the Company's Restated Articles of Incorporation, as amended, Bylaws, and by
the provisions of applicable law.
Common Stock
Holders of Common Stock are entitled to receive dividends as may from time
to time be declared by the Board of Directors out of funds legally available
therefor, subject to any preferential dividend rights of any outstanding class
or series of Preferred Stock, and to one vote per share on all matters on which
the holders of Common Stock are entitled to vote. Such holders do not have any
cumulative voting rights or preemptive, conversion, redemption or sinking fund
rights. In the event of a liquidation, dissolution or winding up of the Company,
holders of Common Stock are entitled to share equally and ratable in the
Company's assets, if any, remaining after the payment of all liabilities of the
Company and the liquidation preference of any outstanding class or series of
Preferred Stock. The outstanding shares of Common Stock are, and the shares of
Common Stock offered hereby will be, when issued and paid for, fully paid and
nonassessable. The rights, preferences and privileges of holders of Common Stock
are subject to, and may be adversely affected by, the rights of the holders of
shares of any series of Preferred Stock that the Company may issue in the
future.
<PAGE>
Preferred Stock
The Company's Board of Directors has the authority to issue up to 100,000
shares of Preferred Stock in one or more series and to fix the number of shares
constituting any such series and the preferences, limitations and relative
rights, including dividend rights, dividend rate, voting rights, terms of
redemption, redemption price or prices, conversion rights and liquidation
preferences of the shares constituting any series, without any further vote or
action by the Company's shareholders. The issuance of Preferred Stock by the
Board of Directors could adversely affect the rights of holders of Common Stock.
The potential issuance of Preferred Stock may have the effect of delaying,
deferring or preventing a change in control of the Company, may discourage bids
for the Common Stock at a premium over the market price of the Common Stock and
may adversely affect the market price of, and the voting and other rights of the
holders of, the Common Stock. The Company has no current plan to issue any
Preferred Stock.
Restrictions on Change in Control
The laws of Washington, where Cintas is incorporated, and Cintas' Articles
of Incorporation and Bylaws contain several provisions which could be viewed a
deterrents to a takeover of Cintas. Many of these provisions, however, preserve
the authority of the Board of Directors to waive the provisions and thereby
strengthen the ability of the Board of Directors to negotiate with potential
acquirers of the Company.
Washington law prohibits Cintas, with certain exceptions, from engaging in
any "significant business transaction" with a person or group of persons which
has acquired 10% or more of the voting securities of Cintas (an "Acquiring
Person") for five years after such acquisition unless the transaction or such
acquisition is approved by a majority of Cintas' Directors prior to the
acquisition. Significant business transactions include, among others, a merger,
share exchange or consolidation with, disposition of assets to, or issuance or
redemption of stock to or from, the Acquiring Person, or a reclassification of
securities that has the effect of increasing the proportionate share of the
outstanding securities held by the Acquiring Person. After the five-year period,
a significant business transaction may take place if it complies with certain
fair price provisions of the statute.
The Articles provide that no business combination may be effected with any
entity which is the beneficial owner of 15% or more of the Company's voting
securities for a period of five years following the date that such shareholder
became the 15% owner of such securities, unless approved by the affirmative vote
of the holders of outstanding voting securities of the Company entitled to
exercise two-thirds of the combined voting power of the Company and by the
affirmative vote of two-thirds of the voting securities beneficially owned by
disinterested shareholders. These provisions are not applicable if the business
combination is approved by a majority of directors who are not associates or
affiliates of such a 15% owner.
<PAGE>
The Articles
The Articles also provide that directors may be removed only for cause and
by the affirmative vote of the holders of two-thirds of the shares entitled to
vote. The Articles also require that any person who acquires more than 15% of
Cintas' voting securities without prior director approval to offer to purchase
all outstanding shares. The offer price must be the higher of the highest price
paid by that person, adjusted for a control premium, or the highest recent
market price.
Under Cintas' Bylaws the calling of a special meeting of shareholders
requires 50% of all outstanding shares. In order for any matter to be considered
properly brought before a meeting, shareholders must comply with advance notice
requirements of the Bylaws.
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 that
participate in matters relating to this Prospectus beneficially own 174,488
shares of Cintas Common Stock.
EXPERTS
The consolidated financial statements of Cintas Corporation incorporated by
reference in Cintas Corporation's Annual Report on Form 10-K for the year ended
May 31, 1998 and the supplemental consolidated financial statements of Cintas
Corporation included in Cintas Corporation's Current Report on Form 8-K/A for
the year ended May 31, 1998, have been audited by Ernst & Young LLP, independent
auditors, as set forth in their report thereon incorporated by reference and
included therein, respectively, and incorporated herein by reference in reliance
upon such report, given upon the authority of such firm as experts in accounting
and auditing.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 20. 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.
Item 21. Exhibits and Financial Statement Schedules.
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 the signature page)
Item 22. Undertakings.
The undersigned Registrant hereby undertakes as follows:
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,
(ii) to reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement for 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 value of securities
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 20 percent change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" taking 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.
2. That, for the purpose of determining any liability under the Securities
Act, 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 post-effective amendment any of
the securities being registered which remain unsold in the termination of the
offering.
4. To respond to requests for information that is incorporated by reference
into the prospectus pursuant to Item 4, 10(b), 11 or 13 of this form, within one
business day of receipt of such request, and to send the incorporated documents
by first class mail or other equally prompt means. This includes information
contained in documents filed subsequent to the effective date of the
Registration Statement through the date of responding to the request.
5. To supply by means of a post-effective amendment all information
concerning a transaction, and the Company being acquired involved therein, that
was not the subject of and included in the Registration Statement when it became
effective.
6. 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 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to 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.
<PAGE>
7. Prior to any public reoffering of the securities registered hereunder
through use of a prospectus which is a part of this registration statement, by
any person or party who is deemed to be an underwriter within the meaning of
Rule 145(c), the issuer undertakes that such reoffering prospectus will contain
the information called for by the applicable registration form with respect to
reofferings by persons who may be deemed underwriters, in addition to the
information called for by the other items of the applicable form.
8. That every prospectus (i) that is filed pursuant to paragraph 7
immediately preceding, or (ii) that purports to meet the requirements of Section
10(a)(3) of the Act and is used in connection with an offering of securities
subject to Rule 415, will be filed as a part of an amendment to the registration
statement and will not be used until such amendment is effective, and that, for
purposes 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."
9. 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 described under Item 20 above, or
otherwise (other than insurance), 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, other than indemnification pursuant to court order
and not including any coverage under, or agreement to pay premiums for, any
policy of insurance, is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
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 May 7, 1999.
CINTAS CORPORATION
By:/s/ Robert J. Kohlhepp
-----------------------
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
--------- ----- ----
- ---------------------- Chairman of the Board of May _, 1999
*Richard T. Farmer Directors
/s/ Robert J. Kohlhepp
- ---------------------- Chief Executive Officer and May 7, 1999
*Robert J. Kohlhepp Director (Principal Executive
Officer)
/s/ Scott D. Farmer
- ---------------------- President, Chief Operating May 7, 1999
*Scott D. Farmer Officer and Director
/s/ Roger L. Howe
- ---------------------- Director May 7, 1999
*Roger L. Howe
- ---------------------- Director May _, 1999
*John S. Lillard
/s/ James J. Gardner
- ---------------------- Director May 7, 1999
*James J. Gardner
/s/ Donald P. Klekamp
- ---------------------- Director May 7, 1999
*Donald P. Klekamp
- ---------------------- Director May _, 1999
*Gerald V. Dirvin
/s/ William C. Gale
- ---------------------- Vice President of Finance May 7, 1999
*William C. Gale (Principal Financial Officer
and Principal Accounting
Officer)
EXHIBIT 5
TELECOPIER (513) 579-6956
May 7, 1999
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, By-laws and corporate proceedings. On this basis, we have made an
examination as to:
1. The organization of Cintas 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 7,500,000 shares of Common Stock to be
included in a Registration Statement on Form S-4 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. Cintas Corporation has taken all necessary and required corporate
actions in connection with the issuance of 7,500,000 shares of newly issued
Common Stock and the aforesaid 7,500,000 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.
<PAGE>
Cintas Corporation
Page 2
May 7, 1999
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-4) and related Prospectus of Cintas Corporation
for the registration of 7,500,000 shares of its common stock and to the
incorporation by reference therein of our report dated July 2, 1998, with
respect to the consolidated financial statements of Cintas Corporation
incorporated by reference in its Annual Report on Form 10-K for the year ended
May 31, 1998 and our report dated April 30, 1999 with respect to the
supplemental consolidated financial statements of Cintas Corporation included in
its Current Report on Form 8-K/A filed May 7, 1999 with the Securities and
Exchange Commission.
ERNST & YOUNG LLP
Cincinnati, Ohio
April 30, 1999
