Registration Statement No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
__________________________
ARGUSS HOLDINGS, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 02-0413153
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
One Church Street
Rockville, Maryland 20850
(Address of Principal Executive Offices)
____________________________________________
ARGUSS HOLDINGS, INC. 1991 STOCK OPTION PLAN
(Full Title of the Plan)
___________________________________________________
Arthur F. Trudel
Chief Financial Officer
Arguss Holdings, Inc.
One Church Street
Rockville, Maryland 20850
(Name and Address of Agent for Service)
(301) 315-0027
(Telephone Number, Including Area Code, of Agent For Service)
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------
Proposed Proposed Amount of
Amount to Maximum Maximum Registration
Title of be Offering Aggregate Fee
Securities to be Registered Price Offering Price
Registered (1) Per Share
- --------------------------------------------------------------------------
Common Stock, par
value $.01 per 1,200,000 $16.50 (2) $19,800,000.00 $5,841.00
share shares
- --------------------------------------------------------------------------
(1) Plus, in accordance with Rule 416(a) of the Securities Act
of 1933, as amended (the "Securities Act"), such
indeterminate number of shares as may become subject to
options under the Arguss Holdings, Inc. 1991 Stock Option
Plan (the "Plan") as a result of the adjustment provisions
therein.
(2) Estimated solely for the purpose of determining the amount
of the registration fee and, pursuant to Rules 457(c) and
457(h) of the Securities Act, based upon the average of the
bid and asked prices of the Common Stock reported by the
National Association of Securities Dealers, Inc. on May 27,
1998.
Approximate date of commencement of proposed sale to the public:
The Common Stock obtained upon the exercise of options issued
pursuant to the Plan may be offered and sold by the holders
thereof from time to time after the effectiveness of this
Registration Statement.
The contents of Registration Statement Nos. 333-19277 and
333-27017 are incorporated by reference herein.
<PAGE>
Exhibits.
5. Opinion of Robinson & Cole LLP regarding legality
(filed herewith).
23(a). Consent of KPMG Peat Marwick LLP (filed herewith).
23(b). Consent of Robinson & Cole LLP (contained in Exhibit 5).
24. Power of Attorney (filed herewith as part of the
Signature Page).
<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 Rockville, State
of Maryland, on this 1st day of June, 1998.
ARGUSS HOLDINGS, INC.
By: /s/ Rainer H. Bosselmann
------------------------
Rainer H. Bosselmann
Chairman of the Board and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person
whose signature appears below constitutes and appoints
Rainer H. Bosselmann and Richard A. Krantz his true and
lawful attorneys-in-fact and agents, each acting alone, with
full powers of substitution and resubstitution, for him and
in his name, place and stead, in any and all capacities, to
sign any or all 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, each acting alone, full power and authority to
do and perform 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, each acting alone, or his
substitute or substitutes may lawfully do and cause to be
done by virtue thereof.
<PAGE>
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following
persons on June 1, 1998 in the capacities indicated.
Signature Title
/s/ Rainer H. Bosselman Principal Executive Officer,
- ---------------------------- and Director
Rainer H. Bosselmann
/s/ Arthur F. Trudel Principal Financial Officer and
- ---------------------------- Principal Accounting Officer
Arthur F. Trudel
/s/ William A. Barker Director
- ----------------------------
William A. Barker
____________________________ Director
James D. Gerson
/s/ Richard S. Perkins Director
- ----------------------------
Richard S. Perkins, Jr.
____________________________ Director
Garry A. Prime
____________________________ Director
John A. Rolls
/s/ Peter L. Winslow Director
- ----------------------------
Peter L. Winslow
<PAGE>
INDEX TO EXHIBITS
EXHIBIT NO. EXHIBIT PAGE NO.
5. Opinion of Robinson & 6
Cole LLP. Regarding
legality.
23(a). Consent of KPMG Peat 7
Marwick LLP.
23(b). Consent of Robinson & Contained in Exhibit 5 on
Cole LLP Page 6.
24. Power of Attorney Filed as part of the
Signature Page on Page 3.
Exhibit 5(a)
LAW OFFICES
Financial Centre
695 East Main Street
P.O. Box 10305
Stamford, CT 06904-2305
203-462-7500
Fax 203-462-7599
June 1, 1998
Arguss Holdings, Inc.
One Church Street
Rockville, Maryland 20850
Dear Sirs:
This opinion is being given in connection with the Registra
tion Statement on Form S-8 (the "Registration Statement") to be
filed with the Securities and Exchange Commission by Arguss
Holdings, Inc. (the "Company") on the date hereof for the purpose
of registering under the Securities Act of 1933, as amended,
1,200,000 shares of Common Stock, par value $.01 per share (the
"Common Stock"), to be issued by the Company under the Arguss
Holdings, Inc. 1991 Stock Option Plan, as amended (the "Plan").
In connection with this opinion, we have examined such corporate
records, certificates and other documents and such questions of
law as we have considered necessary or appropriate for the
purpose of this opinion.
Upon the basis of such examination, we advise you that, in
our opinion, the Common Stock has been legally authorized for
issuance under the Plan and when sold upon valid exercise of the
options granted under the Plan will be validly issued, fully paid
and nonassessable shares of Common Stock of the Company.
We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement. In giving such consent,
we do not hereby admit that we are in the category of persons
whose consent is required under Section 7 of the Securities Act
of 1933, as amended.
Very truly yours,
ROBINSON & COLE LLP
By: /s/ Richard A. Krantz
---------------------
Richard A. Krantz, a partner
Exhibit 23(a)
CONSENT OF KPMG PEAT MARWICK LLP
The Board of Directors
Arguss Holdings, Inc.
We consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated
February 13, 1998, with respect to the consolidated balance
sheets of Arguss Holdings, Inc. as of December 31, 1997 and
1996, and the related consolidated statements of operations,
stockholders' equity and cash flows for the years then
ended, which report appears in the Arguss Holdings, Inc.
Form 10-KSB for the fiscal year ended December 31, 1997.
/s/ KPMG Peat Marwick LLP
KPMG PEAT MARWICK LLP
Boston, Massachusetts
May 27, 1998
