As filed with the Securities and Exchange Commission on June 27, 1995
Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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MARK VII, INC.
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(Exact name of Registrant as specified in its charter)
Missouri 43-1074964
- -------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
10100 N.W. Executive Hills Blvd., Suite 200
Kansas City, Missouri 64153
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(Address of principal executive offices) (Zip Code)
MARK VII, INC.
1995 OMNIBUS STOCK INCENTIVE PLAN
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(Full title of the Plan)
Carol L. Clement
Mark VII, Inc.
965 Ridge Lake Blvd., Suite 103
Memphis, Tennessee 38120
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(Name and address of agent for service)
(901) 767-4455
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(Telephone number, including area code, of agent for service)
Copy to:
Randall B. Sunberg, Esq.
Shook, Hardy & Bacon P.C.
One Kansas City Place
1200 Main Street
Kansas City, Missouri 64105-2118
(816) 474-6550
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
maximum maximum
Title of Amount offering aggregate Amount of
Securities to to be price per offering registration
be Registered registered(1) unit(2) price(2) fee
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Common Stock, par value
$.10 per share......... 600,000 $16.375 $9,825,000 $3,390
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(1) This Registration Statement relates to 600,000 shares of Common Stock to
be covered by the Mark VII, Inc. 1995 Omnibus Stock Incentive Plan (the
"Plan"). Pursuant to Rule 416 under the Securities Act of 1933, this
Registration Statement also covers an indeterminate number of shares
which by reason of certain events specified in the Plan may become
subject to the Plan.
(2) Estimated pursuant to Rule 457(h) of the Securities Act of 1933 solely
for the purpose of calculating the registration fee and based upon the
average of the high and low prices of the Common Stock as reported by
the Nasdaq Stock Market on June 22, 1995.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by Mark VII, Inc. (the "Company")
with the Securities and Exchange Commission (the "Commission") are
incorporated in and made a part of this Registration Statement by reference,
except to the extent that any statement or information therein is modified,
superseded or replaced by a statement or information contained in any
subsequently filed document incorporated herein by reference:
1. The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1994.
2. The Company's Quarterly Report on Form 10-Q for the period ended
April 1, 1995.
3. The Company's Current Report on Form 8-K dated May 9, 1995.
4. The description of the Common Stock set forth in the Company's
Registration Statement on Form 8-A, as amended, filed with the
Commission on July 23, 1986.
All other documents filed pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934 subsequent to the filing of this
Registration Statement and prior to the filing of a post-effective amendment
indicating that all of the securities offered hereby have been sold, or
deregistering all such securities 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 the filing of such documents.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Pursuant to Section 351.355 of The General and Business Corporation
Law of Missouri and the Company's charter documents, and subject to the
procedures and limitations stated therein, the Company shall indemnify any
person who is made a party or threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of his or her being or
having been a director or officer of the Company or serving or having served
as a director, officer, employee or agent of another entity at the Company's
request, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding, other than an action by or
in the right of the corporation, if such person acted in good faith and in a
manner he or she reasonably believed to be in or not opposed to the best
interest of the corporation and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his or her conduct was
unlawful. The Company shall also indemnify such persons against expenses
(including attorneys' fees) in actions, suits or proceedings brought by or in
the right of the Company, except that no indemnification is permitted without
judicial approval if the officer or director is adjudged to be liable for
negligence or misconduct in the performance of his or her duty to the
Company. The statute and charter documents provide that such indemnification
is not exclusive of other rights of indemnification to which such persons may
be entitled.
The Company maintains insurance policies under which its directors and
officers are insured, within the limits and subject to the limitations of the
policies, against expenses in connection with the defense of actions, suits
or proceedings, and certain liabilities that might be imposed as a result of
such actions, suits or proceedings, to which they are parties by reason of
being or having been directors or officers of the Company.
ITEM 8. EXHIBITS.
Number
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4.1 The Company's Restated Articles of Incorporation (incorporated
by reference to Exhibit 3(a) to the Registration Statement on
Form S-1 (File No. 33-6550))
4.2 Amendment No. 1 to the Company's Restated Articles of
Incorporation (incorporated by reference to Exhibit 4.2 to the
Registration Statement on Form S-8 (File No. 33-86174))
4.3 Amended and Restated By-Laws of the Company (incorporated by
reference to Exhibit 3(b) to the Company's Annual Report on
Form 10-K for the fiscal year ended January 1, 1994)
4.4 Specimen Common Stock Certificate (incorporated by reference
to Exhibit 4.4 to the Registration Statement on Form S-8 (File
No. 33-86174))
4.5 Mark VII, Inc. 1995 Omnibus Stock Incentive Plan (incorporated
by reference to Annex A to the Company's Proxy Statement
relating to the 1995 Annual Meeting of Shareholders filed with
the Commission on April 21, 1995)
5.1 Opinion of Shook, Hardy & Bacon P.C.
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Shook, Hardy & Bacon P.C. (contained in
Exhibit 5.1)
24.1 Power of Attorney (contained on signature pages hereto)
ITEM 9. UNDERTAKINGS.
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 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 (a)(1)(i) and (a)(1)(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 that time shall be deemed to be the
initial bona fide offering thereof.
(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 (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.
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.
SIGNATURES
THE REGISTRANT. 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 Kansas City, State of
Missouri, on June 27, 1995.
MARK VII, INC.
By: /s/ R.C. Matney
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R.C. Matney
Chairman of the Board, President and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints J. Michael Head and James T. Graves
and each of them, his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and 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 attorneys-in-
fact and agents, and each of them, full power and authority to do and perform
each and every act and thing requisite and necessary to be done, as fully to
all intents and purposes as he might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or any of them or
their or his 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 dates indicated.
SIGNATURE TITLE DATE
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/s/ R.C. Matney
- --------------------- Chairman of the Board, President, June 27, 1995
R.C. Matney Chief Executive Officer and Director
(Principal Executive Officer)
/s/ J. Michael Head
- --------------------- Executive Vice President, Chief June 27, 1995
J. Michael Head Financial Officer, Treasurer and
Director (Principal Financial and
Accounting Officer)
/s/ James T. Graves
- --------------------- Vice Chairman, Secretary, June 27, 1995
James T. Graves General Counsel and Director
/s/ David H. Wedaman
- --------------------- Executive Vice President, Chief June 27, 1995
David H. Wedaman Operating Officer and Director
/s/ Douglass Wm. List
- --------------------- Director June 27, 1995
Douglass Wm. List
/s/ William E. Greenwood
- --------------------- Director June 27, 1995
William E. Greenwood
/s/ Jay U. Sterling
- --------------------- Director June 27, 1995
Dr. Jay U. Sterling
EXHIBIT 5.1
Shook, Hardy & Bacon
June 27, 1995
Mark VII, Inc.
10100 N.W. Executive Hills Blvd.
Suite 200
Kansas City, Missouri 64153
Re: Common Stock, $.10 Par Value
Gentlemen:
As counsel for Mark VII, Inc., a Missouri corporation
(the "Company"), we have participated in the preparation and
filing of a Registration Statement on Form S-8 (the "Registration
Statement") for the registration of 600,000 shares of common
stock, par value $.10 per share, of the Company (the "Common
Stock") pursuant to the Company's 1995 Omnibus Stock Incentive
Plan (the "Plan").
In connection therewith, we have examined: (i) the
Restated Articles of Incorporation of the Company; (ii) Amendment
No. 1 to the Restated Articles of Incorporation of the Company;
(iii) the Amended and Restated Bylaws of the Company, as amended;
(iv) the Registration Statement; (v) the Plan; and (vi) the
minutes of the 1995 Annual Meeting of Shareholders of the Company
at which shareholders approved the Plan.
In addition to the examinations outlined above, we have
conferred with various officers of the Company and have examined
such other documents and records of the Company as we deemed
necessary as a basis for the opinions hereafter expressed. In
such examinations, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as
originals and the conformity to original documents of all
documents submitted to us as certified copies or photocopies.
Based on the foregoing, we are of the opinion that the
Common Stock, when issued in accordance with and pursuant to the
terms set forth in the Plan and the award agreements issued
thereunder, will be legally issued, fully paid and nonassessable.
We express no opinion as to the laws of any
jurisdiction other than The General and Business Corporation Law
of Missouri. The opinion set forth in this letter is effective
as of the date hereof. No expansion of our opinion may be made
by implication or otherwise. We express no opinion other than as
herein expressly set forth. We do not undertake to advise you
with respect to any matter within the scope of this letter which
comes to our attention after the date of this letter and disclaim
any responsibility to advise you of future changes of law or fact
which may effect the above opinion. Other than the addressee
hereof, no one is entitled to rely on this opinion; provided,
however, that we hereby consent to all references to the
undersigned in the Registration Statement, and in all amendments
thereto, and to the filing of this opinion by the Company as an
exhibit to said Registration Statement.
Very truly yours,
/s/ Shook, Hardy & Bacon P.C.
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SHOOK, HARDY & BACON P.C.
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
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As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our reports dated
February 24, 1995, included in Mark VII, Inc.'s Form 10-K for the year ended
December 31, 1994 and to all references to our Firm included in this
registration statement.
/s/ Arthur Andersen LLP
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Arthur Andersen LLP
Kansas City, Missouri
June 23, 1995
