<PAGE>
As filed with the Securities and Exchange Commission on July 14, 1997
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________________
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
_____________________
PINKERTON'S, INC.
(Exact Name of Registrant as Specified in Its Charter)
_____________________
DELAWARE 13-5318100
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
_____________________
15910 Ventura Boulevard
Suite 900
Encino, California 91436
(818) 380-8800
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrant's Principal Executive Offices)
_____________________________
1995 PINKERTON PERFORMANCE
AND EQUITY INCENTIVE PLAN
(Full Title of Plan)
___________________________
C. Michael Carter, Esq.
Executive Vice President,
General Counsel and Corporate Secretary
PINKERTON'S, INC.
15910 Ventura Boulevard, Suite 900
Encino, California 91436
(818) 380-8800
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
of Agent for Service)
_________________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------
Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Aggregate Offering Amount of
to be Registered Registered per Share Price Registration Fee
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock (1) 350,000 (2) $30.81(3) $10,783,500(3) $3,268
- ---------------------------------------------------------------------------------------------------------
</TABLE>
(1) Each share of Common Stock includes one Preferred Stock Purchase Right (a
"Right"). As of the date hereof, the Rights have no value and are attached
to the Common Stock and not separable. See Registrant's Registration
Statement on Form 8-A filed July 19, 1991. The Rights are also registered
hereby.
(2) The additional shares of Common Stock, with attached Rights, that may
become available for purchase in accordance with the provisions of the Plan
in the event of certain changes in the outstanding shares of Common Stock
of Pinkerton, including, among other things, stock dividends, stock splits,
recapitalizations, mergers, consolidations, combinations or reorganizations
are also being registered.
(3) Estimated in accordance with Rule 457(h) and Rule 457(c) solely for
purposes of calculating the registration fee and based on the average of
the high and low prices of the Common Stock of the Company on the New York
Stock Exchange on July 7, 1997.
================================================================================
<PAGE>
INCORPORATION BY REFERENCE OF EARLIER REGISTRATION STATEMENT
This Registration Statement is filed in order to register additional
securities relating to an employee benefit plan for which a registration
statement has previously been filed. The contents of Registration Statement on
Form S-8, Commission File No. 33-93902, filed June 22, 1995, are by this
reference incorporated in and made a part of this Registration Statement.
EXHIBITS.
The Exhibit Index appears on page II-4.
II-1
<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 the City of Encino, State of California, on this 10th day of
July, 1997.
PINKERTON'S, INC.
BY: /s/ C. MICHAEL CARTER
----------------------------
C. Michael Carter
ITS: Executive Vice President,
General Counsel and
Corporate Secretary
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Denis R. Brown, C. Michael Carter and James P.
McCloskey and each of them, as his or her true and lawful attorney-in-fact and
agent with full power of substitution and resubstitution, for him or her and in
his or her name, place and stead, in any and all capacities to sign any or all
amendments (including post-effective amendments) to this Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agent full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
foregoing, as fully to all intents and purposes as he or she might or could do
in person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his or her substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
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 date indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ DENIS R. BROWN President and Chief Executive Officer July 10, 1997
- -------------------------- (Principal Executive Officer)
Denis R. Brown
/s/ JAMES P. MCCLOSKEY Executive Vice President and July 10, 1997
- -------------------------- Chief Financial Officer
James P. McCloskey (Principal Financial Officer)
/s/ STEVEN A. LINDSEY Vice President and Controller July 10, 1997
- -------------------------- (Principal Accounting Officer)
Steven A. Lindsey
Director
- --------------------------
Peter H. Dailey
</TABLE>
II-2
<PAGE>
<TABLE>
<S> <C> <C>
/s/ JOHN A. GAVIN Director July 10, 1997
- --------------------------
John A. Gavin
/s/ JAMES R. MELLOR Director July 10, 1997
- --------------------------
James R. Mellor
/s/ GERALD D. MURPHY Director July 10, 1997
- --------------------------
Gerald D. Murphy
Director
- --------------------------
J. Kevin Murphy
Director
- --------------------------
Robert M. Smith
/s/ THOMAS W. WATHEN Director July 10, 1997
- --------------------------
Thomas W. Wathen
/s/ WILLIAM H. WEBSTER Director July 10, 1997
- --------------------------
William H. Webster
</TABLE>
II-3
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Sequentially
Exhibit Number Description Numbered Page
-------------- ----------- -------------
<C> <S>
5.1 Opinion of C. Michael Carter, Esq.
23.1 Consent of KPMG Peat Marwick LLP, Independent Auditors.
23.2 Consent of C. Michael Carter, Esq. (included in Exhibit 5.1).
24.1 Power of Attorney (included on Signature Pages).
</TABLE>
II-4
<PAGE>
[LETTERHEAD OF PINKERTON'S, INC.]
Exhibit 5.1
July 7, 1997
Securities and Exchange Commission
450 Fifth Street, NW
Washington, D.C. 20549
Re: Pinkerton's, Inc.--Form S-8
Registration Statement
----------------------
Ladies and Gentlemen:
I am Executive Vice President, General Counsel and Corporate Secretary of,
and have acted as legal counsel to Pinkerton's, Inc., a Delaware corporation
(the "Company"), in connection with the filing with the Securities and Exchange
Commission of the Company's registration statement on Form S-8 (the
"Registration Statement") covering 350,000 shares of the Company's common stock,
$.001 par value, with the attached Preferred Stock Purchase Rights ("Common
Stock"), issuable pursuant to the Company's 1995 Pinkerton Performance and
Equity Incentive Plan as amended and adopted by the Board of Directors and the
Stockholders on April 26, 1996 (the "Amended Plan").
I have examined the Registration Statement, the Amended Plan and such other
documents, and have obtained such certificates and assurances from officers and
representatives of the Company and made such additional inquiries as I have
deemed necessary for the purpose of rendering this opinion. I have assumed the
genuineness of all signatures on, and the authenticity of, all documents and
instruments submitted to me as originals, and the conformity to original
documents of all documents submitted to me as copies. I have also examined the
proceedings heretofore taken by the Company in connection with the adoption of
the Amended Plan and the grant of additional options to acquire shares of Common
Stock under the Amended Plan, and I assume for the purposes of this opinion that
the Company will not grant any award under the Amended Plan pursuant to which
shares of Common Stock could be issued for consideration that is not adequate in
form or amount to support the issuance of fully paid stock under applicable
state law.
<PAGE>
Securities and Exchange Commission
July 7, 1997
Page 2
On the basis of the foregoing, I am of the opinion that the shares of
Common Stock to be issued by the Company pursuant to the Amended Plan, when sold
and paid for in accordance the term of the Amended Plan, will be legally issued,
fully paid and nonassessable.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Sincerely yours,
/s/ C. Michael Carter
C. Michael Carter
<PAGE>
Exhibit 23.1
The Board of Directors
Pinkerton's Inc. and Subsidiaries:
We consent to the use of our reports incorporated herein by reference and to the
reference to our firm under the heading "Experts" in the prospectus.
/s/ KPMC Peat Marwick LLP
Los Angeles, California
July 14, 1997
