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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 15, 1997
REGISTRATION NO. 333 - _______________
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SERVICE CORPORATION INTERNATIONAL
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Texas 74-1488375
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
1929 Allen Parkway, Houston, Texas 77019
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
SERVICE CORPORATION INTERNATIONAL
1996 INCENTIVE 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)
CALCULATION OF REGISTRATION FEE
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PROPOSED
AMOUNT MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES TO BE OFFERING PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED(1) PER SHARE(2) OFFERING PRICE(2) REGISTRATION FEE
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COMMON STOCK, $1.00
PER SHARE PAR VALUE
("COMMON STOCK") 12,000,000(3) $29.875 $346,205,235.20 $104,911
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(1) Represents the maximum number of shares of Common Stock of the Registrant
which could be purchased upon exercise of all awards which are now
outstanding or which may hereafter be granted under the Service
Corporation International 1996 Incentive Plan.
(2) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(c) and (h), based on the option exercise prices of options to
acquire 2,874,000 shares of Common Stock which have been granted under the
Service Corporation International 1996 Incentive Plan, and the average of
the high and low prices reported by the New York Stock Exchange on January
13, 1997 with respect to 9,126,000 shares of Common Stock as to which
awards have not been granted as of the date of filing this Registration
Statement.
(3) 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.
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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 Quarterly Report on Form 10-Q for the quarter ended
March 31, 1996;
(iii) The Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1996;
(iv) The Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1996;
(v) The Company's Current Report on Form 8-K dated April 16, 1996;
(vi) The Company's Current Report on Form 8-K dated October 2, 1996;
(vii) The Company's Current Report on Form 8-K dated January 8, 1997;
(viii) 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
(ix) 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), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934, 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 part
hereof from the date of the filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
A description of the Common Stock is incorporated by reference
pursuant to paragraphs (iv) and (v) above. The Company's authorized capital
consists of 500,000,000 shares of Common Stock and 1,000,000 shares of
preferred stock, $1.00 par value. As of November 30, 1996, there were
236,045,985 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.
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.
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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.
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Exhibit
No. Exhibit
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*4.1 Restated Articles of Incorporation (incorporated by reference to
Exhibit 3.1 to Registration Statement No. 333-10867 on Form S-3).
*4.2 Bylaws, as amended (incorporated by reference to Exhibit 3.7 to Form
10-K for the fiscal year ended December 31, 1991).
*4.3 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).
*4.4 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).
*4.5 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).
5.1 Opinion of Liddell, Sapp, Zivley & LaBoon, L.L.P. regarding legality
of common stock being issued.
23.1 Consent of Liddell, Sapp, Zivley, Hill & LaBoon, L.L.P. (contained in
opinion in Exhibit 5.1).
23.2 Consent of Independent Accountants (Coopers & Lybrand L.L.P.).
*24.1 Powers of Attorney (Incorporated by reference to Exhibit 24 to
Registration Statement No. 333-10867 on Form S-3).
*99.1 1996 Incentive Plan (Incorporated by reference to Annex A of the Proxy
Statement dated April 15, 1996).
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*Incorporated by reference as indicated
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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;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) 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 of 1933 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
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.
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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 Houston, State of Texas, on this 14th day of
January, 1997.
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.
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Signatures Title Date
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* Chairman of the Board and Chief January 14, 1997
------------------------------------- Executive Officer
(R. L. WALTRIP) (Principal Executive Officer)
* Senior Vice President and Chief January 14, 1997
------------------------------------- Financial Officer (Principal
(GEORGE R. CHAMPAGNE) Financial Officer)
* Corporate Controller of SCI January 14, 1997
------------------------------------- Management Corporation, a
(WESLEY T. MCRAE) subsidiary oF the Registrant
(Principal Accounting Officer)
* Director January 14, 1997
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(ANTHONY L. COEHLO)
* Director January 14, 1997
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(DOUGLAS M. CONWAY)
* Director January 14, 1997
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(JACK FINKELSTEIN)
* Director January 14, 1997
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(A.J. FOYT, JR.)
* Director January 14, 1997
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(JAMES J. GAVIN JR.)
* Director January 14, 1997
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(JAMES H. GREER)
* Director January 14, 1997
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(L. WILLIAM HEILIGBRODT)
* Director January 14, 1997
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(B.D. HUNTER)
* Director January 14, 1997
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(JOHN W. MECOM, JR.)
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* Director January 14, 1997
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(CLIFTON H. MORRIS, JR.)
* Director January 14, 1997
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(E. H. THORNTON, JR.
* Director January 14, 1997
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(W. BLAIR WALTRIP)
* Director January 14, 1997
-------------------------------------
(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.
*By: /s/ JAMES M. SHELGER
___________________________________________
James M. Shelger
Attorney-in-Fact
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EXHIBIT INDEX
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Exhibit No. Exhibit
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*4.1 Restated Articles of Incorporation (incorporated by reference
to Exhibit 3.1 to Registration Statement No. 333-10867 on
Form S-3).
*4.2 Bylaws, as amended (incorporated by reference to Exhibit 3.7
to Form 10-K for the fiscal year ended December 31, 1991).
*4.3 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).
*4.4 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).
*4.5 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).
5.1 Opinion of Liddell, Sapp, Zivley, Hill & LaBoon, L.L.P.
regarding legality of the common stock being issued.
23.1 Consent of Liddell, Sapp, Zivley, Hill & LaBoon, L.L.P.
(contained in opinion in Exhibit 5.1).
23.2 Consent of Independent Accountants (Coopers & Lybrand L.L.P.).
*24.1 Powers of Attorney (Incorporated by reference to Exhibit 24
to Registration Statement No. 333-10867 on Form S-3).
*99.1 1996 Incentive Plan (Incorporated by reference to Annex A of
the Proxy Statement dated April 15, 1996).
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* Incorporated by reference as indicated
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EXHIBIT 5.1
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January 14, 1997
Service Corporation International
1929 Allen Parkway
Houston, Texas 77019
Ladies and Gentlemen:
We have acted as counsel for Service Corporation International, a Texas
corporation (the "Company") in connection with the registration, pursuant to a
Registration Statement on Form S-8 being filed with the Securities and Exchange
Commission (the "Registration Statement") under the Securities Act of 1933, as
amended, of the offering and sale to certain employees of the Company of up to
12,000,000 shares of the Company's common stock, par value $1.00 per share (the
"Common Stock"), which may be issued (i) upon the exercise of certain Options
granted under the 1996 Incentive Plan (the "Plan"), or (ii) as Bonus Awards,
Restricted Stock or Performance Grants awarded under the Plan. Capitalized
terms not defined herein shall have the meanings given to them under the Plan.
In our capacity as counsel for the Company, we have examined the
corporate documents of the Company, including its Restated Articles of
Incorporation, its Bylaws, as amended, and resolutions adopted by its board of
directors and committees thereof. We have also examined the Registration
Statement, together with the exhibits thereto, and such other documents which
we have deemed necessary for the purposes of the expressing the opinion
contained herein. We have relied on representations made by and certificates
of the officers of the Company and public officials with respect to certain
facts material to our opinion. We have made no independent investigation
regarding such representations and certificates.
Based upon the foregoing, we are of the opinion that (i) when the
Options have been duly exercised in accordance with their respective terms, the
Common Stock issued thereupon will
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Service Corporation International
January 14, 1997
Page 2
be validly issued, fully paid and nonassessable, and (ii) when the Common Stock
is issued as Bonus Awards, Restricted Stock or Performance Grants pursuant to
the terms of the Plan, the Common Stock will be validly issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
Liddell, Sapp, Zivley,
Hill & LaBoon, L.L.P.
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EXHIBIT 23.2
<PAGE> 2
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 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
January 14, 1997
