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As filed with the Securities and Exchange Commission on January 12, 1996
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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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
incorporation or organization) No.)
1929 ALLEN PARKWAY
HOUSTON, TEXAS 77019
(Address of Principal Executive Offices)
SERVICE CORPORATION INTERNATIONAL
1995 INCENTIVE EQUITY PLAN
(Full title of the 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
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PROPOSED PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO MAXIMUM OFFERING AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED BE REGISTERED PRICE PER UNIT (2) PRICE (2) REGISTRATION FEE
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Common Stock,
$1.00 par value 2,000,000 shares (1) $40.6875 $81,375,000 $28,061
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(1) There are also registered hereunder (i) the preferred share purchase
rights associated with the shares of Common Stock being registered
("Rights"), and (ii) the resale of any such shares and Rights by
persons who may be deemed affiliates of the Company pursuant to the
provisions of Form S-8.
(2) Estimated solely for the purpose of calculating the registration fee
in accordance with Rule 457(h).
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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, 1994;
(ii) The Company's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1995, June 30, 1995 and September 30, 1995;
(iii) The Company's Current Report on Form 8-K dated June 7, 1995;
(iv) The Company's Current Report on Form 8-K dated July 10, 1995;
(v) The Company's Current Report on Form 8-K dated July 12, 1995;
(vi) The Company's Current Report on Form 8-K dated July 13, 1995;
(vii) The Company's Current Report on Form 8-K dated September 5,
1995;
(viii) The Company's Current Report on Form 8-K dated September 12,
1995;
(ix) The Company's Current Report on Form 8-K dated September 18,
1995;
(x) The Company's Current Report on Form 8-K dated December 4,
1995;
(xi) 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
(xii) 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 (xi) and (xii) of Item 3 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 November 30, 1995, there were
116,335,953 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.
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ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Certain legal matters in connection with the securities offered hereby
are being passed upon for the Registrant by James M. Shelger, Senior Vice
President, General Counsel and Secretary of the Company. Mr. Shelger currently
holds 29,996 shares of Common Stock free and clear of any restrictions (except
with respect to resale restrictions under Rule 144), holds 8,493 shares of
Common Stock that are subject to forfeiture under the Amended 1987 Stock Plan,
as amended, and holds options to acquire 87,150 shares of Common Stock.
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.
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ITEM 8. EXHIBITS
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4.1 --Restated Articles of Incorporation, as amended (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).
4.3 --Articles of Amendment to Restated Articles of Incorporation (incorporated by
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--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 --Service Corporation International 1995 Incentive Equity Plan (incorporated by reference to Annex
B to Proxy Statement dated April 17, 1995).
5.1 --Opinion of James M. Shelger.
23.1 --Consent of James M. Shelger (included in Exhibit 5.1).
23.2 --Consent of Independent Accountants (Coopers & Lybrand L.L.P.).
23.3 --Consent of Independent Auditors (Ernst & Young LLP).
23.4 --Consent of Independent Accountants (Barbier Frinault & Associes, Membre d'Arthur Andersen & Co., SC and
PGA).
23.5 --Consent of Independent Auditors (Ernst & Young LLP).
24 --Powers of Attorney. (Incorporated by reference to Exhibit 24 to Registration Statement No. 33-60683
on Form S-3).
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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;
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(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
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 11th day of January, 1996.
SERVICE CORPORATION INTERNATIONAL
*By /s/ James M. Shelger
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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.
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Signature Title Date
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R.L. WALTRIP* Chairman of the Board and Chief January 11, 1996
--------------------------------------------- Executive Officer (Principal
(R.L. Waltrip) Executive Officer)
GEORGE R. CHAMPAGNE* Senior Vice President and Chief
--------------------------------------------- Financial Officer (Principal January 11, 1996
(George R. Champagne) Financial Officer)
WESLEY T. McRAE* Managing Director-Financial January 11, 1996
--------------------------------------------- Reporting (Principal Accounting
(Wesley T. McRae) Officer)
ANTHONY L. COELHO* Director January 11, 1996
---------------------------------------------
(Anthony L. Coelho)
DOUGLAS M. CONWAY* Director January 11, 1996
---------------------------------------------
(Douglas M. Conway)
JACK FINKELSTEIN* Director January 11, 1996
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(Jack Finkelstein)
A.J. FOYT, JR* Director January 11, 1996
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(A.J. Foyt, Jr.)
JAMES J. GAVIN, JR.* Director January 11, 1996
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(James J. Gavin Jr.)
JAMES H. GREER* Director January 11, 1996
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(James H. Greer)
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L. WILLIAM HEILIGBRODT* Director January 11, 1996
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(L. William Heiligbrodt)
B.D. HUNTER* Director January 11, 1996
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(B.D. Hunter)
JOHN W. MECOM, JR.* Director January 11, 1996
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(John W. Mecom, Jr.)
CLIFTON H. MORRIS, JR.* Director January 11, 1996
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(Clifton H. Morris, Jr.)
E.H. THORNTON, JR.* Director January 11, 1996
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(E.H. Thornton, Jr.)
W. BLAIR WALTRIP* Director January 11, 1996
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(W. Blair Waltrip)
EDWARD E. WILLIAMS* Director January 11, 1996
---------------------------------------------
(Edward E. Williams)
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* 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.
/s/ James M. Shelger
*By --------------------------------------------
James M. Shelger
Attorney-in-fact
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EXHIBIT INDEX
5.1 --Opinion of James M. Shelger.
23.2 --Consent of Independent Accountants (Coopers & Lybrand L.L.P.).
23.3 --Consent of Independent Auditors (Ernst & Young LLP).
23.4 --Consent of Independent Accountants (Barbier Frinault & Associes,
Membre d'Arthur Andersen & Co., SC and PGA).
23.5 --Consent of Independent Auditors (Ernst & Young LLP).
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EXHIBIT 5.1
SERVICE CORPORATION INTERNATIONAL
1929 Allen Parkway
Houston, Texas 77019
January 11, 1996
Service Corporation International
1919 Allen Parkway
Houston, Texas 77019
Gentlemen:
As General Counsel and Secretary of Service Corporation
International, a Texas corporation (the "Company"), I am familiar with the
registration under the Securities Act of 1933, as amended, of 2,000,000 shares
of the Company's common stock, $1.00 par value (the "Shares"), to be offered
upon the terms and subject to the conditions set forth in the Company's 1995
Incentive Equity Plan (the "Plan").
In connection therewith, I have examined the Amended and Restated
Articles of Incorporation of the Company, as amended, the By-laws of the
Company, the Plan, records of relevant corporate proceedings with respect to
the offering of the Shares and such other documents and instruments as I have
deemed necessary or appropriate for the expression of the opinion contained
herein. I have also reviewed the Company's Registration Statement on Form S-8
to be filed with the Securities and Exchange Commission with respect to the
Shares (the "Registration Statement").
I have assumed the authenticity and completeness of all records,
certificates and other instruments submitted to me and the correctness of all
statements of fact contained therein.
Based on the foregoing and having regard for such legal
considerations as I have deemed relevant, I am of the opinion that the Shares
have been duly authorized and, when issued in accordance with the terms of the
Plan, will be validly issued, fully paid and non-assessable.
I hereby consent to the filing of this opinion as an exhibit to
the Registration Statement.
Very truly yours,
James M. Shelger
General Counsel
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EXHIBIT 23.2
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 10, 1995 on our audits of the
consolidated financial statements and financial statement schedule of Service
Corporation International as of December 31, 1994 and 1993, and for the years
then ended, which report is included in the Annual Report on Form 10-K for the
year ended December 31, 1994.
COOPERS & LYBRAND L.L.P.
Houston, Texas
January 11, 1996
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EXHIBIT 23.3
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference of our report dated February 8,
1993 in the Registration Statement (Form S-8) pertaining to the 1995 Incentive
Equity Plan of Service Corporation International, with respect to the
consolidated financial statements and schedule of Service Corporation
International included in its Annual Report (Form 10-K) for the year ended
December 31, 1994, filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
Houston, Texas
January 10, 1996
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EXHIBIT 23.4
BARBIER FRINAULT & ASSOCIES PGA
Membre d'Arthur Andersen & Co, SC Tour Franklin
Tour Gan - Cedex 13 101, Terrasse Boieldieu - Cedex 11
92082 Paris-La Defense 2 92082 Paris-La Defense 8
As independant accountants, we hereby consent to the incorporation by reference
in the registration statement of Service Corporation International, on Form S-8
and the related Prospectus to be filed January 12, 1996, of our report dated
April 6, 1995 on our audits of the consolidated financial statements of Omnium
de Gestion et de Financement S.A. as of December 31, 1994 and 1993, and for the
two years then ended, which report is included in Form 8-K dated September 5,
1995.
Paris-La Defense, France,
January 11, 1996
/s/ CHRISTIAN CHOCHON /s/ BRUNO BIZET
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BARBIER FRINAULT & ASSOCIES PGA
Christian Chochon Bruno Bizet
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EXHIBIT 23.5
CONSENT OF INDEPENDENT AUDITORS, ERNST & YOUNG LLP
We consent to the incorporation by reference in the Registration Statement on
Form S-8 pertaining to the 1995 Incentive Equity Plan and related Prospectus of
Service Corporation International to be filed January 12, 1996 for the
registration of common stock of our report dated December 22, 1994, with
respect to the consolidated financial statements of Gibraltar Mausoleum
Corporation and subsidiaries for the year ended September 30, 1994, included
in the Form 8-K filed by Service Corporation International September 5, 1995
with the Securities and Exchange Commission.
ERNST & YOUNG LLP
January 11, 1996
Indianapolis, Indiana
