As filed with the Securities and Exchange Commission on August 28, 2000.
* Registration No. 333-__________
-------------------------------------------------------------------------------
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
CINTAS CORPORATION 1999 STOCK OPTION PLAN
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
--------------------------------------------------------------------------------
Proposed Proposed
Maximum Maximum
Title of Amount Offering Aggregate Amount of
Securities To Be Price Offering Registration
To Be Registered Registered Per Share Price Fee
---------------- ---------- ---------- ------------- ------------
Common Stock 9,000,000 $41.41* $372,690,000* $98,391**
Shares
--------------------------------------------------------------------------------
* 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 August 23, 2000 of $41.41 per share.
<PAGE>
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,
2000.
2. 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.
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
<PAGE>
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 Cintas Corporation 1999 Stock Option Plan
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 to include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933, 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 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.
<PAGE>
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.
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 August 28, 2000.
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 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
--------- -------- ----
-------------------------- Chairman of the Board August __, 2000
Richard T. Farmer* of Directors
/s/ Robert J. Kohlhepp
-------------------------- Chief Executive Officer August 28, 2000
Robert J. Kohlhepp* and Director (Principal
Executive Officer)
/s/ Scott D. Farmer
-------------------------- President, Chief Operating August 28, 2000
Scott D. Farmer* Officer and Director
-------------------------- Director August __, 2000
Gerald V. Dirvin*
/s/ James J. Gardner
-------------------------- Director August 28, 2000
James J. Gardner*
/s/ Roger L. Howe
-------------------------- Director August 28, 2000
Roger L. Howe*
/s/ John S. Lillard
-------------------------- Director August 28, 2000
John S. Lillard*
-------------------------- Director August 28, 2000
Donald P. Klekamp*
/s/ William C. Gale
-------------------------- Vice President of Finance August 28, 2000
William C. Gale* (Principal Financial
Officer and
Principal Accounting
Officer)
