As filed with the Securities and Exchange Commission on November 5, 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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CORT BUSINESS SERVICES CORPORATION
(Exact name of Company as specified in its charter)
Delaware 4401 Fair Lakes Court 54-1662135
(State of Fairfax, Virginia 22033 (I.R.S. Employer
Incorporation) (Address of principal Identification Number)
executive offices) (Zip Code)
CORT BUSINESS SERVICES CORPORATION
1995 DIRECTORS STOCK OPTION PLAN
(Full Title of the Plan)
Frances Ann Ziemniak
Vice President-Finance
and Chief Financial Officer
CORT Business Services Corporation
4401 Fair Lakes Court
Fairfax, Virginia 22033
(Name and address of agent for service)
(703) 968-8500
(Telephone number, including area code, of agent for service)
Copy to:
Dechert Price & Rhoads
4000 Bell Atlantic Tower
1717 Arch Street
Philadelphia, Pennsylvania 19103
Attention: G. Daniel O'Donnell
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Number of maximum maximum
securities Shares offering aggregate Amount of
to be to be price per offering registration
registered registered share(1) price(1) fee
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Common Stock, par
value $.01 per share... 50,000 $20.75 $1,037,500 $358
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(1) Estimated solely for purposes of determining the registration fee in
accordance with Rule 457(h) under the Securities Act of 1933 on the basis
of $20.75 per share, the average of the high and low prices of the
Company's Common Stock as reported on the New York Stock Exchange on
November 1, 1996.
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PART I
INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with the
Introductory Note to Part I of Form S-8.
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 this Registration Statement in accordance with the
Introductory Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed or to be filed by CORT Business Services
Corporation (the "Company") with the Securities and Exchange Commission (the
"Commission") are incorporated by reference in this Registration Statement as of
their respective dates:
1. Prospectus dated July 25, 1996 as filed with the Commission
pursuant to Rule 424(b) promulgated under the Securities Act of 1933,
as amended.
2. Quarterly Report on Form 10-Q filed with the Commission
pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act") for the Company's fiscal quarter ended March 31, 1996.
3. Quarterly Report on Form 10-Q filed with the Commission
pursuant to the Exchange Act for the Company's fiscal quarter ended
June 30, 1996.
4. Current Report on Form 8-K filed with the Commission
pursuant to the Exchange Act on March 20, 1996.
5. Current Report on Form 8-K filed with the Commission
pursuant to the Exchange Act on May 9, 1996.
6. Current Report on Form 8-K/A filed with the Commission
pursuant to the Exchange Act on June 13, 1996.
7. Current Report on Form 8-K filed with the Commission
pursuant to the Exchange Act on July 15, 1996.
8. The description of the Common Stock of the Company
contained in the Company's Registration Statement on Form 8-A filed
with the Commission on December 15, 1995 pursuant to Section 12(b) of
the Exchange Act, including any amendment or report filed for the
purpose of updating such description.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing with the Commission
of a post-effective amendment to this Registration Statement that indicates that
all securities offered have been sold or effects the deregistration of the
balance of such securities then remaining unsold shall be deemed to be
incorporated herein by reference and to be part hereof from the date of filing
of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
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Item 6. Indemnification of Directors and Officers.
The Company's By-Laws provide that the Company shall indemnify and advance
expenses to currently acting and former directors and officers of the Company or
a constituent corporation absorbed in a consolidation or merger to the fullest
extent permitted by applicable law, whenever they are defendants or threatened
to be made defendants in any legal or administrative proceeding by reason of
their relationship with the Company. Section 145 of the Delaware General
Corporation Law, under which the Company was formed, provides that a corporation
may indemnify any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an action
by or in the right of the corporation) by reason of the fact that such person is
or was a director, officer, employee or agent of the corporation against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if such person acted in good faith and in a manner
the person reasonably believed to be in or not opposed to the best interests of
the corporation, and, with respect to any criminal action or proceeding had no
reasonable cause to believe was unlawful. A similar standard of care is
applicable in the case of derivative actions, except that indemnification only
extends to expenses including attorneys' fees incurred in connection with
defense or settlement of such an action and then, where the person is adjudged
to be liable to the corporation, only if and to the extent that the Court of
Chancery of the State of Delaware or the court in which such action was brought
determines that such person is fairly and reasonably entitled to such indemnity
and then only for such expenses as the court shall deem proper.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following exhibits are filed herewith:
Exhibit
No. Document
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4.1 1995 Directors Stock Option Plan (incorporated by reference to
Exhibit 10.20 of Company's Registration Statement on Form S-1
(No. 33-97568)).
5.1 Opinion of Dechert Price & Rhoads as to the legality of
securities being registered.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of Ernst & Young LLP.
23.3 Consent of Dechert Price & Rhoads (contained in opinion filed
as Exhibit 5.1 to this Registration Statement).
24.1 Power of Attorney (included on Signature Page).
Item 9. Undertakings.
The undersigned Company 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, as amended (the "Securities Act");
(ii) to reflect in the prospectus any facts or events arising
after the effective date of this 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 this Registration Statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar
2
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value of securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with
the Commission pursuant to Rule 424(b) promulgated under the Securities
Act if, in the aggregate, the changes in volume and price represent no
more than a 20% change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in this
Registration Statement;
(iii) to include any material information with respect to the
plan of distribution not previously disclosed in this Registration
Statement or any material change to such information in this
Registration Statement;
provided, however, that paragraphs (i) and (ii) do not apply if the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the Company pursuant to Section 13 or
15(d) of the Exchange Act that are incorporated by reference in this
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.
(4) that, for purposes of determining any liability under the
Securities Act, each filing of the Company's annual report pursuant to Section
13(a) or 15(d) of the Exchange Act that is incorporated by reference in this
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.
(5) to deliver or cause to be delivered with the prospectus, to each
person to whom the prospectus is sent or given, the latest annual report to
security holders that is incorporated by reference in the prospectus and
furnished pursuant to and meeting the requirements of Rules 14a-3 and 14c-3
promulgated under the Exchange Act and, where interim financial information
required to be presented by Article 3 of Regulation S-X are not set forth in the
prospectus, to deliver or cause to be delivered to each person to whom the
prospectus is sent or given, the latest quarterly report that is specifically
incorporated by reference in the prospectus to provide such interim financial
information.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Company, the Company has been advised that in the opinion of the 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 Company of expenses
incurred or paid by a director, officer or controlling person of the Company in
the successful defense of an action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Company 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.
3
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SIGNATURES
The Company. Pursuant to the requirements of the Securities Act, the
Company 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 Fairfax and Commonwealth of Virginia on November 5,
1996.
CORT BUSINESS SERVICES CORPORATION
By F.A. ZIEMNIAK
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Frances Ann Ziemniak
Vice President-Finance and
Chief Financial Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes Paul N.
Arnold, Frances Ann Ziemniak, and each of them, his true and lawful
attorneys-in-fact and agents each with full power of substitution and
resubstitution for him in any and all capacities to sign any and all amendments
(including pre- or post-effective amendments) to this Registration Statement on
Form S-8 and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, hereby ratifying and confirming all that
each such attorney-in-fact, or his substitute or substitutes, may do or cause to
be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
- --------- ----- ----
PAUL N. ARNOLD President, Chief November 5, 1996
- --------------------- Executive Officer
Paul N. Arnold (principal executive
officer) and Director
F.A. ZIEMNIAK Vice President-Finance, November 5, 1996
- --------------------- and Chief Financial
Frances Ann Ziemniak Officer (principal
financial and accounting
officer)
KEITH E. ALESSI Director November 5, 1996
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Keith E. Alessi
BRUCE C. BRUCKMANN Director November 5, 1996
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Bruce C. Bruckmann
4
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Signature Title Date
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MICHAEL A. DELANEY Director November 5, 1996
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Michael A. Delaney
CHARLES M. EGAN Director November 5, 1996
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Charles M. Egan
GREGORY B. MAFFEI Director November 5, 1996
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Gregory B. Maffei
JAMES A. URRY Director November 5, 1996
- ---------------------
James A. Urry
5
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EXHIBIT INDEX
Exhibit No. Document Page
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5.1 Opinion of Dechert Price & Rhoads as to the legality
of securities being registered.........................
23.1 Consent of KPMG Peat Marwick LLP.......................
23.2 Consent of Ernst & Young LLP...........................
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Exhibit 5.1
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[DECHERT PRICE & RHOADS LETTERHEAD]
November 5, 1996
CORT Business Services Corporation
4401 Fair Lakes Court
Suite 300
Fairfax, VA 22033
Re: 50,000 Shares of Common Stock, as described in the
Registration Statement on Form S-8 (Registration No. 333)
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Dear Gentlemen and Ladies:
We have acted as your counsel in connection with the registration under
the Securities Act of 1933, as amended, of an aggregate of 50,000 shares of your
Common Stock, par value $.01 per share (the "Shares"), pursuant to the
above-referenced Registration Statement (the "Registration Statement"). The
Shares will issued under the CORT Business Services Corporation (the "Company")
1995 Directors Stock Option Plan (the "Plan").
We have participated in the preparation of the Registration Statement,
reviewed the Plan and examined such corporate records and documents,
certificates of officers and matters of law as we have considered appropriate to
enable us to render this opinion.
Based upon the foregoing, it is our opinion that the Shares have been
duly authorized and, when delivered to the Company's non-employee directors
against payment therefor in accordance with the terms of the Plan, will be
validly issued, fully paid and non-assessable.
We hereby consent to the reference to our firm under the caption "Legal
Matters" in the Prospectus included in the Registration Statement and to the
filing of this opinion as Exhibit 5.1 to the Registration Statement.
Very truly yours,
/s/ Dechert Price & Rhoads
Exhibit 23.1
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ACCOUNTANTS' CONSENT
The Stockholders and Board of Directors
CORT Business Services Corporation:
We consent to the use of our reports incorporated by reference herein. Our
report on the consolidated financial statements refers to a change in accounting
for income taxes by CORT Furniture Rental Corporation, the Predecessor to CORT
Business Services Corporation.
KPMG Peat Marwick LLP
Washington, DC
November 5, 1996
Exhibit 23.2
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ACCOUNTANT'S CONSENT
To Board of Directors
CORT Business Services Corporation:
We consent to the incorporation by reference in the Registration Statements
on Form S-8 of CORT Business Services Corporation of our report dated March 15,
1996 with respect to the consolidated balance sheets of Evans Rents as of
December 31, 1995 and 1994, and the related consolidated statements of
operations, statements of shareholders' deficit, and cash flows for each of the
two year periods ended December 31, 1995, which report appears in the Form 8-K
of CORT Business Services Corporation dated June 13, 1996.
Ernst & Young LLP
Los Angeles, California
November 5, 1996
