As filed with the Securities and Exchange Commission on June 6, 2000.
Registration No. 333-__________
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
Registration Statement Under
the Securities Act of 1933
BURNS INTERNATIONAL SERVICES CORPORATION
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 13-3408028
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
200 SOUTH MICHIGAN AVENUE
CHICAGO, ILLINOIS 60604
(Address of Principal Executive Offices)
Non-Affiliate Director Stock Option Plan
1999 Stock Incentive Plan
Employee Stock Purchase Plan
Directors and Executive Officers Stock Plans
(Full Title of the Plans)
ROBERT E. T. LACKEY
VICE PRESIDENT, GENERAL COUNSEL AND CORPORATE SECRETARY
BURNS INTERNATIONAL SERVICES CORPORATION
200 SOUTH MICHIGAN AVENUE
CHICAGO, ILLINOIS 60604
(Name and Address of Agent For Service)
(312) 322-8500
(Telephone number, including area code, of agent for service)
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered(1) Per Share(2) Price(2) Fee
<S> <C> <C> <C> <C>
Common Stock (par value 1,486,000 Shares $12 $17,832,000 $4,708
$.01 per share), including
Series A Participating Cumulative
Preferred Stock Purchase Rights(3)
1 An undetermined number of additional shares may be issued if the
anti-dilution adjustment provisions of the plans become operative.
2 Estimated solely for the purpose of calculating the registration fee in
accordance with rule 457(c) and (h) under the Securities Act of 1933 on the
basis of the average of the high and low prices of the Common Stock as
reported on the New York Stock Exchange on June 1, 2000.
3 Prior to the occurrence of certain events, the Series A Participating
Cumulative Preferred Stock Purchase Rights will not be evidenced separately
from the Common Stock. Also includes an indeterminate number of interests
related to the Common Stock to be issued under the Plan, all of which are
generally nontransferable, including stock options and stock equivalents.
</TABLE>
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
---------------------------------------
The following documents are incorporated by reference into
this registration statement:
(a) The Annual Report of Burns International Services
Corporation (the "Company") on Form 10-K for the year ended December
31, 1999, which has heretofore been filed by the Company with the
Securities and Exchange Commission (the "Commission") pursuant to the
Securities Exchange Act of 1934, as amended (the "1934 Act").
(b) The Quarterly Report of the Company on Form 10-Q for the
quarter ended March 31, 2000, which has heretofore been filed by the
Company with the Commission pursuant to the 1934 Act.
(c) The description of the Company's Common Stock is contained
in the Company's Registration Statement on Form 8-A filed with the
Commission pursuant to Section 12 of the 1934 Act.
(d) The description of the Company's Series A Participating
Cumulative Preferred Stock Purchase Rights is contained in the
Company's Registration Statement on Form 8-A filed with the Commission
on November 5, 1999.
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all 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 filing of such documents (such documents, and the
documents enumerated above, being hereinafter referred to as "Incorporated
Documents"); provided, however, that the documents enumerated above or
subsequently filed by the registrant pursuant to Section 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934 in each year during which the
offering made by this registration statement is in effect prior to the filing
with the Commission of the registrant's Annual Report on Form 10-K covering such
year shall not be Incorporated Documents or be incorporated by reference in this
registration statement or be a part hereof from and after the filing of such
Annual Report on Form 10-K.
Any statement contained in an Incorporated Document shall be
deemed to be modified or superseded for purposes of this registration statement
to the extent that a statement contained herein or in any other subsequently
filed Incorporated Document modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this registration statement.
Item 4. Description of Securities.
-------------------------
The securities to be offered are registered under Section
12(g) of the 1934 Act.
Item 5. Interest of Named Experts and Counsel.
-------------------------------------
Not applicable.
<PAGE>
Item 6. Indemnification of Directors and Officers.
-----------------------------------------
Section 145 of the Delaware General Corporation Law and the
By-laws of the Company provide for indemnification of directors and officers for
expenses (including reasonable amounts paid in settlement) incurred in defending
actions brought against them.
The Company's Amended and Restated Certificate of
Incorporation contains a provision that eliminates, to the fullest extent
permitted by Delaware law, the personal liability of each director of the
Company to the Company and its shareholders for monetary damages for certain
breaches of fiduciary duty. This provision does not affect the director's
liability for monetary damages for breaches of the duty of loyalty, actions or
omissions not in good faith, knowing violation of law or intentional misconduct,
willful or negligent conduct in approving an unlawful dividend, stock repurchase
or redemption or obtaining improper personal benefits, nor does this provision
eliminate the ability to bring suit to rescind a transaction or to enjoin a
proposed transaction from occurring. In addition, this provision applies only to
claims against a director arising out of his role as a director and not, if he
is also an officer, his role as an officer or in any other capacity, nor to his
responsibilities under any other law, such as the federal securities laws.
The Amended and Restated By-laws of the Company provide that
directors and officers shall be indemnified and held harmless by the Company to
the fullest extent permitted by the laws of Delaware as the same now or
hereafter exist.
The Company maintains directors and officers liability
insurance covering all directors and officers of the Company against claims
arising out of the performance of their duties.
Item 7. Exemption from Registration Claimed.
-----------------------------------
Not applicable.
Item 8. Exhibits.
--------
Reference is made to the Exhibit Index.
Item 9. Undertakings.
------------
The 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 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 of 1933 (the "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 a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(4) That, for the purposes of determining any liability under
the Act, each filing of the registrant's annual report pursuant to Section 13(a)
or Section 15(d) of the 1934 Act (and where applicable each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the 1934 Act)
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>
(5) Insofar as indemnification for liabilities arising under
the Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described in Item 6 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 undersigned 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 Chicago, State of Illinois, on the
6th day of June, 2000.
BURNS INTERNATIONAL SERVICES
CORPORATION
By: /s/ John A. Edwardson
--------------------------
John A. Edwardson
Chairman of the Board, Chief
Executive Officer and President
POWER OF ATTORNEY
We, the undersigned officers and directors of Burns
International Services Corporation, hereby severally constitute John A.
Edwardson and Robert E. T. Lackey, and each of them singly, our true and lawful
attorneys with full power to them, and each of them singly, to sign for us and
in our names in the capacities indicated below, the Registration Statement on
Form S-8 filed herewith and any and all amendments (including post-effective
amendments) to said Registration Statement, and generally to do all such things
in our name and behalf in the capacities indicated below to enable Burns
International Services Corporation to comply with the provisions of the
Securities Act of 1933, as amended, and all requirements of the Securities and
Exchange Commission, hereby ratifying and confirming our signatures as they may
be signed by our said attorneys, or any of them, to said Registration Statement
and any and all amendments thereto.
Pursuant to the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities indicated
on the 6th day of June, 2000.
Signature Title
/s/ John A. Edwardson Chairman of the Board, Chief
------------------------------------------ Executive Officer and President and
John A. Edwardson Director (Principal Executive
Officer)
/s/ Brian S. Cooper Treasurer
------------------------------------------ (Principal Financial and Accounting
Brian S. Cooper Officer)
/s/ James J. Burke, Jr. Director
------------------------------------------
James J. Burke, Jr.
/s/ Albert J. Fitzgibbons, III Director
------------------------------------------
Albert J. Fitzgibbons, III
/s/ Arthur F. Golden Director
------------------------------------------
Arthur F. Golden
/s/ Dale W. Lang Director
------------------------------------------
Dale W. Lang
<PAGE>
/s/ Terry L. Lengfelder Director
------------------------------------------
Terry L. Lengfelder
/s/ Robert A. McCabe Director
------------------------------------------
Robert A. McCabe
/s/ Andrew Mcnally IV Director
------------------------------------------
Andrew McNally IV
/s/ Alexis P. Michas Director
------------------------------------------
Alexis P. Michas
/s/ S. Jay Stewart Director
------------------------------------------
S. Jay Stewart
<PAGE>
EXHIBIT INDEX
Exhibit Number Description
-------------- -----------
5 Opinion (including consent) of McDermott, Will & Emery
23.1 Consent of Deloitte & Touche LLP
