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As filed with the Securities and Exchange Commission on April 19, 1996
Registration No.333-
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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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SERVICE CORPORATION INTERNATIONAL
(Exact name of registrant as specified in its charter)
TEXAS 74-1488375
(State or other jurisdiction of (I.R.S Employer Identification No.)
incorporation or organization)
1929 ALLEN PARKWAY
HOUSTON, TEXAS 77019
(Address of Principal Executive Offices)
SERVICE CORPORATION INTERNATIONAL
EMPLOYEE STOCK PURCHASE PLAN
JAMES M. SHELGER
SENIOR VICE PRESIDENT
SERVICE CORPORATION INTERNATIONAL
1929 ALLEN PARKWAY
HOUSTON, TEXAS 77019
(Name and address of agent for service)
(713) 522-5141
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=============================================================================================================
Proposed Proposed maximum
Title of securities Amount to maximum offering aggregate offering Amount of
to be registered be registered price per unit price (2) registration fee
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<S> <C> <C> <C> <C>
Common Stock,
$1.00 par value(1) N/A N/A $30,000,000 $10,345
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</TABLE>
(1) There are also registered hereunder the Series C Junior Participating
Preferred Stock of the Registrant (the "Rights") associated with the
shares of Common Stock being registered. Until the occurrence of
certain prescribed events, the Rights are not exercisable, are
evidenced by the certificates for the Common Stock and will be
transferred along with and only with such securities. Thereafter,
separate Rights certificates will be issued representing one Right for
each share of Common Stock held, subject to adjustment pursuant to
antidilution provisions.
(2) Estimated solely for the purpose of calculating the registration fee
in accordance with Rule 457(h) based on estimated aggregate
contributions of employees.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents are hereby incorporated by reference in this
Registration Statement:
(i) The Company's Annual Report on Form 10-K for the year ended
December 31, 1995;
(ii) The Company's Current Report on Form 8-K dated April 16, 1996;
(iii) The description of the Common Stock set forth under the
caption "Description of Securities to be Registered--Capital Stock" in the Form
8 Amendment No. 3, dated September 15, 1982, to the Company's Registrant
Statement on Form 8-A; and
(iv) The description of the Company's preferred share purchase rights
contained in the Company's Registration Statement on Form 8-A dated July 26,
1988, as amended by Amendment No. 1 thereto filed under cover of Form 8 and
dated May 11, 1990.
All documents filed by the Registrant pursuant to Sections 13(a), 14
and 15(d) of the Securities Exchange Act of 1934 subsequent to the filing
hereof and 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 such
documents.
ITEM 4. DESCRIPTION OF SECURITIES
A description of the Common Stock is incorporated by reference
pursuant to paragraphs (iii) and (iv) above. The Company's authorized capital
consists of 200,000,000 shares of Common Stock and 1,000,000 shares of
preferred stock, $1.00 par value. As of March 22, 1996, there were 117,482,046
shares of Common Stock outstanding and no shares of preferred stock
outstanding. The transfer agent and registrar for the Common Stock is Society
National Bank.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article 2.02-1 of the Texas Business Corporation Act provides that any
director or officer of a Texas corporation may be indemnified against
judgments, penalties, fines, settlements and reasonable expenses actually
incurred by him in connection with or in defending any action, suit or
proceeding in which he is or is threatened to be made a named defendant by
reason of his position as director or officer, provided that he conducted
himself in good faith and reasonably believed that, in the case of conduct in
his official capacity as director or officer, such conduct was in the
corporation's best interests, or, in all other cases, that such conduct was not
opposed to the corporation's best interests. In the case of any criminal
proceeding, a director or officer may be indemnified only if he had no
reasonable cause to believe his conduct was unlawful. If a director or officer
is wholly successful, on the merits or otherwise, in connection with such a
proceeding, such indemnification is mandatory.
Under the registrant's Restated Articles of Incorporation, as amended
(the "Articles of Incorporation"), no director of the registrant will be liable
to the registrant or any of its shareholders for monetary damages for an act or
omission in the director's capacity as a director, except for liability (i) for
any breach of the director's duty of loyalty to the registrant or its
shareholders, (ii) for acts or omissions not in good faith or that involve
intentional misconduct or a knowing violation of law, (iii) for any transaction
for which the director received an improper benefit, whether or not the benefit
resulted from action taken within the scope of the director's office, (iv) for
acts or omissions for which the liability of a director is expressly provided
by statute, or (v) for acts related to an unlawful stock repurchase or dividend
payment. The Articles of Incorporation further provide that, if the statutes
of Texas are amended to further limit the liability of a director, then the
liability of the registrant's directors will be limited to the fullest extent
permitted by any such provision.
The registrant's by-laws provide for indemnification of officers and
directors of the registrant and persons serving at the request of the
registrant in such capacities for other business organizations against certain
losses, costs, liabilities and expenses incurred by reason of their positions
with the registrant or such other business organizations. The registrant also
has policies insuring its officers and directors against certain liabilities
for actions taken in such capacities, including liabilities under the
Securities Act of 1933, as amended (the "Securities Act").
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
4.1 -- Restated Articles of Incorporation (incorporated by
reference to Exhibit 3.1 to Registration Statement No.
2-50721 on Form S-1).
4.2 -- Articles of Amendment to Restated Articles of Incorporation
(incorporated by reference to Exhibit 4(i)1 to Form 10-Q for
the fiscal quarter ended July 31, 1982).
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4.3 -- Articles of Amendment to Restated Articles of Incorporation
(incorporated by reference to Exhibit 3.1 to Form 10-Q for
the fiscal quarter ended July 31, 1983).
4.4 -- Articles of Amendment to Restated Articles of Incorporation
(incorporated by reference to Exhibit 4.7 to Registration
Statement No. 33-8727 on Form S-3).
4.5 -- Articles of Amendment to Restated Articles of Incorporation
(incorporated by reference to Exhibit 4.1 to Registration
Statement No. 33-16678 on Form S-4).
4.6 -- Statement of Resolution Establishing Series of Shares of
Series C Junior Participating Preferred Stock, dated August
5, 1988 (incorporated by reference to Exhibit 3.1 to Form
10-Q for the fiscal quarter ended July 31, 1988).
4.7 -- Articles of Amendment to Restated Articles of Incorporation
(incorporated by reference to Exhibit 3.8 to Registration
Statement No. 33-47097 on Form S-4).
4.8 -- Bylaws, as amended (incorporated by reference to Exhibit 3.7
to Form 10-K for the fiscal year ended December 31, 1991).
4.9 -- Rights Agreement, dated as of July 18, 1988, between the
registrant and Texas Commerce Bank National Association
("TCBNA") (incorporated by reference to Exhibit 1 to Form
8-K dated July 18, 1988).
4.10 -- Amendment, dated as of May 10, 1990, to the Rights
Agreement, dated as of July 18, 1988, between the registrant
and TCBNA (incorporated by reference to Exhibit 1 to Form
8-K dated May 10, 1990).
4.11 -- Agreement appointing a Successor Rights Agent under Rights
Agreement dated June 1, 1990, among the registrant, TCBNA
and Ameritrust Company National Association (incorporated by
reference to Exhibit 4.1 to Form 10-Q for the quarter ended
June 30, 1990).
4.12 -- Employee Stock Purchase Plan (incorporated by reference to
Exhibit 1.1 to Registration Statement No. 2-62484 on Form
S-8).
4.13 -- Amendment No. 1 to the Employee Stock Purchase Plan
(incorporated by reference to Exhibit 15.1 to Registration
Statement No. 2-62484 on Form S-8).
4.14 -- Amendment No. 2 to the Employee Stock Purchase Plan
(incorporated by reference to Exhibit 28.3 to Registration
Statement No. 33-25061 on Form S-8).
4.15 -- Amendment No. 3 to the Employee Stock Purchase Plan
(incorporated by reference to Exhibit 28.4 to Registration
Statement No. 33-35708 on Form S-8).
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4.16 -- Amendment No. 4 to the Employee Stock Purchase Plan
(incorporated by reference to Exhibit 4.1 to Current Report
on Form 8-K dated December 21, 1993).
4.17 -- Agreement Between Merrill Lynch Canada Inc. and Service
Corporation International (incorporated by reference to
Exhibit 28.5 to Post-Effective Amendment No. 1 to
Registration Statement No. 33-8907 on Form S-8).
4.18 -- First Amendment to Agreement between Merrill Lynch Canada
Inc. and Service Corporation International (incorporated by
reference to Exhibit 4.2 to Current Report on Form 8-K dated
December 21, 1993).
23.1 -- Consent of Independent Accountants (Coopers & Lybrand
L.L.P.).
24.1 -- Powers of Attorney. (Incorporated by reference to Exhibit
24 to Registration Statement No. 33-60683 on Form S-3).
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 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, 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; and
(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, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of l934 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 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
Securities 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
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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
Securities Act and will be governed by the final adjudication of such issue.
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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 Houston, Texas, on the 19th day of April, 1996.
SERVICE CORPORATION INTERNATIONAL
By /s/ James M. Shelger
--------------------------------
James M. Shelger
Senior Vice President and
General Counsel
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.
<TABLE>
<CAPTION>
Signature Title Date
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<S> <C> <C>
R.L. WALTRIP* Chairman of the Board and Chief April 19, 1996
- --------------------------------------------- Executive Officer (Principal
(R.L. Waltrip) Executive Officer)
GEORGE R. CHAMPAGNE* Senior Vice President and Chief April 19, 1996
- --------------------------------------------- Financial Officer (Principal
(George R. Champagne) Financial Officer)
WESLEY T. McRAE* Managing Director-Financial April 19, 1996
- --------------------------------------------- Reporting of SCI Management
(Wesley T. McRae) Corporation, a subsidiary of
of the Registrant (Principal
Accounting Officer)
ANTHONY L. COELHO* Director April 19, 1996
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(Anthony L. Coelho)
DOUGLAS M. CONWAY* Director April 19, 1996
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(Douglas M. Conway)
JACK FINKELSTEIN* Director April 19, 1996
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(Jack Finkelstein)
A.J. FOYT, JR* Director April 19, 1996
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(A.J. Foyt, Jr.)
JAMES J. GAVIN, JR.* Director April 19, 1996
- ---------------------------------------------
(James J. Gavin Jr.)
</TABLE>
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<TABLE>
<S> <C> <C>
JAMES H. GREER* Director April 19, 1996
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(James H. Greer)
L. WILLIAM HEILIGBRODT* Director April 19, 1996
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(L. William Heiligbrodt)
B.D. HUNTER* Director April 19, 1996
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(B.D. Hunter)
JOHN W. MECOM, JR.* Director April 19, 1996
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(John W. Mecom, Jr.)
CLIFTON H. MORRIS, JR.* Director April 19, 1996
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(Clifton H. Morris, Jr.)
E.H. THORNTON, JR.* Director April 19, 1996
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(E.H. Thornton, Jr.)
W. BLAIR WALTRIP* Director April 19, 1996
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(W. Blair Waltrip)
EDWARD E. WILLIAMS* Director April 19, 1996
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(Edward E. Williams)
</TABLE>
* By his signature below, James M. Shelger, pursuant to duly
executed powers of attorney filed with the Securities and
Exchange Commission, has signed this registration statement on
the date indicated on behalf of the persons listed above,
designated by asterisks, in the capacities set forth opposite
their respective names.
*By /s/ James M. Shelger
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James M. Shelger
Attorney-in-fact
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INDEX TO EXHIBITS
23.1 -- Consent of Independent Accountants (Coopers & Lybrand
L.L.P.).
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Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this
registration statement on Form S-8 of our report, which includes an explanatory
paragraph pertaining to accounting changes, dated March 11, 1996 on our audits
of the consolidated financial statements and financial statement schedule of
Service Corporation International as of December 31, 1995 and 1994, and for
each of the three years in the period ended December 31, 1995, which report is
included in the Annual Report on Form 10-K for the year ended December 31,
1995.
COOPERS & LYBRAND L.L.P.
Houston, Texas
April 19, 1996
