As filed with the Securities and Exchange Commission on March 24, 1999.
Registration No. 333-__________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Incorporated CINTAS CORPORATION I.R.S. Employer
Under the Laws 6800 CINTAS BOULEVARD Identification No.
of Washington CINCINNATI, OHIO 45262 31-1188630
(513) 459-1200
UNITOG COMPANY
1992 and 1997 STOCK OPTION PLANS
Gary P. Kreider, Esq.
Keating, Muething & Klekamp, P.L.L.
1400 Provident Tower
One East Fourth Street
Cincinnati, Ohio 45202
(513) 579-6411
(Agent for Service of Process)
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Maximum Maximum
Title of Amount Offering Aggregate Amount of
Securities To To Be Price Offering Registration
Be Registered Registered Per Share Price Fee
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Common Stock, 191,627* $65.625** $12,575,521.875** $3,496.00***
No par value* Shares
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* This Registration Statement is filed for up to 191,627 shares of Common
Stock issuable pursuant to the Unitog Company 1992 and 1997 Stock Option
Plans.
** Estimated solely for purposes of calculating registration fee.
*** Registration fee has been calculated pursuant to Rule 457(h) based on the
average of the high and low prices of Cintas Common Stock quoted on The
Nasdaq Stock Market on March 23, 1999 of $65.625 per share.
<PAGE>
This registration statement is filed for the purpose of registering
shares of Cintas Corporation Common Stock that are subject to options held by
employees and non-employee directors of Unitog Company that have been assumed by
Cintas effective as of March 24, 1999 pursuant to Section 8.17 of the Agreement
and Plan of Merger among Cintas, Cintas Image Acquisition Company and Unitog
dated January 9, 1999. Upon the filing of this registration statement, Cintas
shares become issuable when such Unitog options are exercised.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by Cintas Corporation with the Securities
and Exchange Commission are incorporated herein by reference and made a part
hereof:
1. Cintas' Annual Report on Form 10-K for the fiscal year ended May
31, 1998.
2. Cintas' Quarterly Reports on Form 10-Q for the quarters ended
August 31, 1998, November 30, 1998 and February 28, 1999.
3. Cintas' Forms 8-K filed on June 1, 1998 and January 14, 1999.
4. The description of Cintas Common Stock contained in the
Registration Statement on Form 8-A, SEC File No. 0-11399,
registering Cintas Common Stock under Section 12 of the
Securities Exchange Act of 1934, which describes the class of
securities being registered hereunder.
All reports and other documents subsequently filed by Cintas pursuant to
Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior
to the filing of a post-effective amendment which indicates that all Common
Stock offered has been sold or which deregisters all Common Stock then remaining
unsold, shall be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing such documents.
Item 4. Description of Securities
Not Applicable.
<PAGE>
Item 5. Interests of Named Experts and Counsel
The legality of the Common Stock offered hereby will be passed upon for
Cintas by Keating, Muething & Klekamp, P.L.L. 1400 Provident Tower, One East
Fourth Street, Cincinnati, Ohio 45202. Donald P. Klekamp, a Director of the
Company, is a partner of Keating, Muething & Klekamp, P.L.L. Attorneys of
Keating, Muething & Klekamp, P.L.L. participating in matters relating to this
registration statement own 174,488 shares of the Cintas Common Stock.
Item 6. 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 7. Exemption from Registration Claimed
Not Applicable.
Item 8. Exhibits
(All exhibits are filed with this Form S-8 unless otherwise indicated.)
Exhibit 4.1 Unitog Company 1992 Stock Option Plan (incorporated by
reference to Exhibit 10(d) to Unitog's Annual Report on
Form 10-K for the fiscal year ended January 26, 1992)
Exhibit 4.2 Amendment Number 1 to Unitog Company 1992 Stock Option
Plan (incorporated by reference to Exhibit 10(d) to
Unitog's Annual Report on Form 10- K for the fiscal year
ended January 30, 1994)
<PAGE>
Exhibit 4.3 Unitog Company 1997 Stock Option Plan (incorporated by
reference to Exhibit A to Unitog's definitive proxy
statement for its 1995 Annual Meeting of Stockholders)
Exhibit 5 Opinion of Keating, Muething & Klekamp, P.L.L
Exhibit 23.1 Consent of Ernst & Young LLP
Exhibit 23.2 Consent of Keating, Muething & Klekamp, P.L.L.
(included in Exhibit 5)
Exhibit 24 Power of Attorney (contained on the signature page)
Item 9. Undertakings
9.1 The undersigned Registrant hereby undertakes 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 this 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 and (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 (i) and (ii) shall not apply if the
information required to be included in a post-effective amendment 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.
9.2 The undersigned Registrant hereby undertakes 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.
9.3 The undersigned Registrant hereby undertakes 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.
<PAGE>
9.4 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 offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
9.5 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 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.
<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-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Cincinnati, Ohio, on March 24, 1999.
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 are marked 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.
Signature Capacity Date
/s/ Richard T. Farmer Chairman of the Board March 24, 1999
- ---------------------------- of Directors
Richard T. Farmer*
/s/ Robert J. Kohlhepp Chief Executive Officer March 24, 1999
- ---------------------------- and Director (Principal
Robert J. Kohlhepp* Executive Officer)
/s/ Scott D. Farmer President, Chief Operating March 24, 1999
- ---------------------------- Officer and Director
Scott D. Farmer*
- ---------------------------- Director March 24, 1999
Gerald V. Dirvin*
/s/ James J. Gardner Director March 24, 1999
- ----------------------------
James J. Gardner*
<PAGE>
/s/ Roger L. Howe Director March 24, 1999
- -----------------------------
Roger L. Howe*
- ------------------------------ Director March 24, 1999
John S. Lillard*
- ------------------------------ Director March 24, 1999
Donald P. Klekamp*
/s/ William C. Gale Vice President of Finance March 24, 1999
- ------------------------------ (Principal Financial Officer
William C. Gale* and Principal Accounting
Officer)
EXHIBIT 5
FACSIMILE (513) 579-6956
March 24, 1999
Direct Dial: (513) 579-6411
Cintas Corporation
6800 Cintas Boulevard
P.O. Box 625737
Cincinnati, Ohio 45262-5737
Gentlemen:
We serve as your general counsel and are familiar with your Articles of
Incorporation, Bylaws and corporate proceedings generally. We have reviewed the
corporate records as to the Unitog Company 1992 Stock Option Plan, as amended,
and the Unitog Company 1997 Stock Option Plan as well as the Agreement and Plan
of Merger by and among Cintas, Cintas Image Acquisition Company and Unitog dated
January 9, 1999 and documents relating thereto which call for the issuance of
shares of Cintas Common Stock to option holders of Unitog Company. Based solely
upon such examination and considerations, we are of the opinion:
1. That Cintas Corporation is a duly organized and validly existing
corporation under the laws of Washington; and
2. That Cintas has taken all necessary and required corporate actions in
connection with the proposed issuance of up to 191,627 shares of Cintas Common
Stock pursuant to these Plans and the Cintas Common Stock, when issued and
delivered, will be validly issued, fully paid and non-assessable shares of
Common Stock of the Corporation free of any claim of pre-emptive rights.
We hereby consent to be named in the Registration Statement and the
Prospectus part thereof as the attorneys who have passed 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.
Very truly yours,
KEATING, MUETHING & KLEKAMP, P.L.L.
BY: /s/ Gary P. Kreider
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Gary P. Kreider
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to shares of Cintas Common Stock to be issued under the Unitog
Company 1992 Stock Option Plan, as amended, and Unitog Company 1997 Stock Option
Plan 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 the related
financial statement schedule included therein, filed with the Securities and
Exchange Commission.
Ernst & Young LLP
Cincinnati, Ohio
March 22, 1999
