REGISTRATION STATEMENT NO. 333-
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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ARGUSS COMMUNICATIONS, INC.
(FORMERLY KNOWN AS ARGUSS HOLDINGS, INC.)
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(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 02-0413153
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(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
ONE CHURCH STREET
ROCKVILLE, MARYLAND 20850
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(Address of Principal Executive Offices)
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ARGUSS COMMUNICATIONS, INC. 1991 STOCK OPTION PLAN
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(Full Title of the Plan)
ARTHUR F. TRUDEL
CHIEF FINANCIAL OFFICER
ARGUSS COMMUNICATIONS, INC.
ONE CHURCH STREET
ROCKVILLE, MARYLAND 20850
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(Name and Address of Agent for Service)
(301) 315-0027
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(Telephone Number, Including Area Code, of Agent For Service)
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Amount to Maximum Maximum
Securities to be Offering Aggregate Amount of
be Registered Price Offering Registration
Registered (1) Per Share Price Fee
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Common Stock, 2,600,000 $18.625(2) $48,425,000 $12,785
par value $.01 shares
per share
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(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 Communications, 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 July
28, 2000.
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, 333-27017 and
333-55847 are incorporated by reference herein.
EXHIBITS.
5. Opinion of Robinson & Cole LLP regarding legality (filed
herewith).
23(a). Consent of KPMG 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).
2
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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 25th day of
July, 2000.
ARGUSS COMMUNICATIONS, INC.
By: /s/ Rainer H. Bosselmann
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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.
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Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on July 25, 2000
in the capacities indicated.
Signature Title
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/s/ Rainer H. Bosselmann Principal Executive Officer
------------------------------- and Director
Rainer H. Bosselmann
/s/ H. Haywood Miller Executive Vice President
------------------------------- and Secretary
H. Haywood Miller
/s/ Arthur F. Trudel Principal Financial Officer
------------------------------- and Principal Accounting Officer
Arthur F. Trudel
/s/ DeSoto S. Jordan, Jr. Director
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DeSoto S. Jordan, Jr.
/s/ Richard S. Perkins, Jr. Director
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Richard S. Perkins, Jr.
Director
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Garry A. Prime
/s/ Peter L. Winslow Director
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Peter L. Winslow
/s/ James W. Quinn Director
-------------------------------
James W. Quinn
/s/ Daniel A. Levinson Director
-------------------------------
Daniel A. Levinson
4
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INDEX TO EXHIBITS
EXHIBIT NO. EXHIBIT PAGE NO.
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5. Opinion of Robinson & Cole LLP 6
regarding legality.
23(a). Consent of KPMG LLP 7
23(b). Consent of Robinson & Cole LLP Contained in Exhibit 5 on
Page 6.
24. Power of Attorney Filed as part of the
Signature Page on Page 4
5
