<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 1, 2000.
REGISTRATION NO. 333-___________
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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)
<TABLE>
<S> <C> <C>
TEXAS 1929 ALLEN PARKWAY 74-1488375
(State or other jurisdiction of HOUSTON, TEXAS 77019 (I.R.S. Employer Identification No.)
incorporation or organization) (Address of principal executive offices)
</TABLE>
SCI 401(k) RETIREMENT SAVINGS PLAN
(Full title of the plan)
JAMES M. SHELGER, ESQ.
SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
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
<TABLE>
<CAPTION>
TITLE OF PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO BE AMOUNT TO BE PROPOSED MAXIMUM OFFERING AGGREGATE OFFERING REGISTRATION
REGISTERED(1)(2) REGISTERED PRICE PER SHARE(3) PRICE(3) FEE
---------------- ------------ ------------------------- ------------------ ------------
<S> <C> <C> <C> <C>
Common Stock, par value $1.00
per share 6,000,000 shares $2.90625 $17,437,500 $4,604
</TABLE>
(1) There are also registered hereunder the Series D 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) There are also registered hereunder an indeterminate amount of
interests in the Plan in accordance with Rule 416(c).
(3) Estimated solely for purposes of calculating the registration fee
pursuant to Rule 457(c) and (h), based on the average of the high and
low prices reported by the New York Stock Exchange on May 25, 2000.
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<PAGE> 2
PART I.
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*
------------
* Information required by Part I to be contained in the Section 10(a) prospectus
is omitted from the Registration Statement in accordance with Rule 428 under
the Securities Act of 1933 (the "Securities Act") and the Note to Part I of
Form S-8.
PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by Service Corporation International (the
"Company") with the Securities and Exchange Commission are incorporated herein
by reference into the Registration Statement:
(a) The Company's Annual Report on Form 10-K for the year ended
December 31, 1999;
(b) The Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 2000;
(c) All other reports filed pursuant to Sections 13(a) or 15(d) of
the Exchange Act since the end of the fiscal year covered by
the annual report referred to in (a) above;
(d) The description of the Common Stock set forth under the
caption "Item 1. Description of Securities to be
Registered--Capital Stock" in the Form 8, Amendment No. 3,
dated September 15, 1982, to the Company's Registration
Statement on Form 8-A; and
(e) The description of the Company's Series D Junior Participating
Preferred Stock Purchase Rights contained in the Company's
Registration Statement on Form 8-A dated May 14, 1998.
All documents subsequently filed by the Company or the SCI 401(k)
Retirement Savings Plan (the "Plan") pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act, prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities remaining unsold, shall be deemed to be incorporated
by reference herein and to be a part hereof from the date of the filing of such
documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL
The legality of the Common Stock offered hereby is being passed upon
for the Company by James M. Shelger. As of the date of this Registration
Statement, Mr. Shelger owns 94,690 shares of SCI Common Stock, and has options
to acquire an additional 700,000 shares of SCI Common Stock.
<PAGE> 3
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
was, 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 a
director or officer of the corporation, such conduct was in the corporation's
best interests; and, in all other cases, that such conduct was at least 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 an 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 Bylaws 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 and certain officers and directors
of its wholly owned subsidiaries against certain liabilities for actions taken
in such capacities, including liabilities under the Securities Act of 1933, as
amended.
Insofar as the 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 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.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
<PAGE> 4
ITEM 8. EXHIBITS
Reference is made to the Exhibit Index which immediately precedes the
exhibits filed with this Registration Statement.
The undersigned Registrant hereby undertakes to submit the Plan to the
Internal Revenue Service (the "IRS") in a timely manner in order to obtain a
determination letter that the Plan is qualified under Section 401 of the
Internal Revenue Code and to make any changes in the Plan required by the IRS in
order to obtain such a determination letter.
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:
(i) To include any prospectus required by section
10(a)(3) of the Securities Act of 1933, unless the
information required to be included in a
post-effective amendment is contained in a periodic
report filed by the Registrant pursuant to Section 13
or Section 15(d) of the Securities Exchange Act of
1934 which is incorporated by reference in this
Registration Statement;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration
Statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in the Registration Statement,
unless the information required to be included in a
post-effective amendment is contained in a periodic
report filed by the Registrant pursuant to Section 13
or Section 15(d) of the Securities Exchange Act of
1934 which is incorporated by reference in this
Registration Statement;
(iii) 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.
(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 the purpose 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
Exchange Act that is incorporated by reference in the Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered herein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
See Item 6, "Indemnification of Directors and Officers," for the
undertaking pursuant to Item 512(h) of Regulation S-K.
See Item 8, "Exhibits," for the undertaking pursuant to Item 8(b).
<PAGE> 5
SIGNATURES
THE REGISTRANT. 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 the 1st day of June,
2000.
SERVICE CORPORATION INTERNATIONAL
BY: /s/ JAMES M. SHELGER
-------------------------------
JAMES M. SHELGER
SENIOR VICE PRESIDENT,
GENERAL COUNSEL AND SECRETARY
<PAGE> 6
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
--------- ----- ----
<S> <C> <C>
* Chairman of the Board and Chief Executive June 1, 2000
--------------------------------- Officer
R. L. Waltrip (Principal Executive Officer)
* Senior Vice President and June 1, 2000
--------------------------------- Chief Financial Officer
Jeffrey E. Curtiss (Principal Financial Officer)
* Vice President Controller (Principal June 1, 2000
--------------------------------- Accounting Officer)
W. Cardon Gerner
* Director June 1, 2000
---------------------------------
Anthony L. Coelho
* Director June 1, 2000
---------------------------------
Jack Finkelstein
* Director June 1, 2000
---------------------------------
A.J. Foyt, Jr.
* Director June 1, 2000
---------------------------------
James H. Greer
* Director June 1, 2000
---------------------------------
B.D. Hunter
* Director June 1, 2000
---------------------------------
Victor L. Lund
* Director June 1, 2000
---------------------------------
John W. Mecom, Jr.
* Director June 1, 2000
---------------------------------
Clifton H. Morris, Jr.
* Director June 1, 2000
---------------------------------
E. H. Thornton, Jr.
* Director June 1, 2000
---------------------------------
W. Blair Waltrip
* Director June 1, 2000
---------------------------------
Edward E. Williams
</TABLE>
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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
-----------------------------
James M. Shelger
Attorney-in-Fact
<PAGE> 7
THE PLAN. Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the employee benefit plan) have 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 the 1st day of June, 2000.
SCI 401(k) RETIREMENT SAVINGS PLAN
BY: SCI MANAGEMENT, L.P., PLAN ADMINISTRATOR
BY: SCI ADMINISTRATIVE SERVICES, LLC, ITS GENERAL PARTNER
BY: /s/ HELEN DUGAND
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HELEN DUGAND, PRESIDENT
<PAGE> 8
SERVICE CORPORATION INTERNATIONAL
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
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<S> <C>
4.1 Restated Articles of Incorporation of the Company
(incorporated by reference to Exhibit 3.1 to
Registration Statement No. 333-10867 on Form
S-3).
4.2 Articles of Amendment to Restated Articles of
Incorporation (incorporated by reference to
Exhibit 3.1 to Form 10-Q for the fiscal quarter
ended September 30, 1996).
4.3 Statement of Resolution Establishing Series of
Shares of Series D Junior Participating Preferred
Stock dated July 27, 1998 (incorporated by
reference to Exhibit 3.2 to Form 10-Q for the
fiscal quarter ended June 30, 1998).
4.4 Bylaws, as amended (incorporated by reference to
Exhibit 3.1 to Form 10-Q for the fiscal quarter
ended September 30, 1999).
4.5 Rights Agreement, dated as of May 14, 1998,
between the Company and Harris Trust and Savings
Bank (incorporated by reference to Exhibit 99.1
to Form 8-K dated May 14, 1998).
4.6 Agreement Appointing a Successor Rights Agent
Under Rights Agreement, dated June 1, 1999, by
the Company, Harris Trust and Savings Bank and
The Bank of New York (incorporated by reference
to Exhibit 4.1 to Form 10-Q for the fiscal
quarter ended June 30, 1999).
4.7* SCI 401(k) Retirement Savings Plan.
5.1* Opinion of Counsel of Service Corporation
International.
23.1* Consent of PricewaterhouseCoopers LLP,
independent public accountants.
23.2* Consent of Counsel for Service Corporation
International (included in Exhibit 5.1).
24.1* Powers of Attorney.
</TABLE>
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* Filed herewith.
