As filed with the Securities and Exchange Commission on May 14, 1998
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
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 executive offices) Identification Number)
(Zip Code)
CORT BUSINESS SERVICES CORPORATION
1997 DIRECTORS STOCK OPTION PLAN
(Full Title of the Plan)
Frances Ann Ziemniak
Vice President-Finance,
Chief Financial Officer and Secretary
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: Christopher G. Karras, Esq.
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price per offering registration
registered registered share(1) price(1) fee
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<S> <C> <C> <C> <C>
Common Stock, par
value $.01 per share 50,000 shares $39.9375 $1,996,875 $589
- --------------------------------------------------------------------------------
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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 $39.9375 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 May
11, 1998.
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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. Company 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. The Company's last Annual Report on Form 10-K filed on March 31,
1998 for the fiscal year ended December 31, 1997).
2. 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.
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
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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
------- --------
4.1 1997 Directors Stock Option Plan (incorporated by reference to
Appendix C of the Company's Definitive Proxy Statement on
Schedule 14A, filed as of March 31, 1997).
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 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 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.
2
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(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 May 14, 1998.
CORT BUSINESS SERVICES CORPORATION
By /s/ Frances Ann Ziemniak
------------------------
Frances Ann Ziemniak
Vice President-Finance,
Chief Financial Officer
and Secretary
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes Paul N.
Arnold, Frances Ann Ziemniak, and each of them, his or her true and lawful
attorneys-in-fact and agents each with full power of substitution and
resubstitution for him or her 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 or her 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.
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Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ Paul N. Arnold President and Chief May 14, 1998
- ------------------------ Executive Officer (principal
Paul N. Arnold executive officer) and
Director
/s/ Frances Ann Ziemniak Vice President-Finance, May 14, 1998
- ------------------------ Chief Financial Officer
Frances Ann Ziemniak and Secretary
(principal financial and
accounting officer)
/s/ Keith E. Alessi Director May 14, 1998
- ------------------------
Keith E. Alessi
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4
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Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ Bruce C. Bruckmann Director May 14, 1998
- ------------------------
Bruce C. Bruckmann
/s/ Michael A. Delaney Director May 14, 1998
- ------------------------
Michael A. Delaney
/s/ Charles M. Egan Director May 14, 1998
- ------------------------
Charles M. Egan
/s/ Gregory B. Maffei Director May 14, 1998
- ------------------------
Gregory B. Maffei
/s/ James A. Urry Director May 14, 1998
- ------------------------
James A. Urry
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5
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EXHIBIT INDEX
Exhibit No. Document Page
- ----------- -------- ----
4.1 1997 Directors Stock Option Plan (incorporated by reference
to Appendix C of the Company's Definitive Proxy Statement on
Schedule 14A, filed as of March 31, 1997).
5.1 Opinion of Dechert Price & Rhoads as to the legality of
securities being registered.
23.1 Consent of KPMG Peat Marwick LLP.
EXHIBIT 5.1
[DECHERT PRICE & RHOADS LETTERHEAD]
May 14, 1998
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
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Gentlemen and Ladies:
We have acted counsel to CORT Business Service Corporation (the "Company")
in connection with the registration under the Securities Act of 1933, as
amended, of 50,000 shares of the Company's Common Stock, par value $.01 per
share (the "Shares"), on a Registration Statement on Form S-8 (the "Registration
Statement"). The Shares will be issued under the CORT Business Service
Corporation 1997 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, when issued,
delivered and paid for in the manner described in the Plan, will be validly
issued, fully paid and non-assessable.
Our opinions contained herein relate solely to the Delaware General
Corporation Law, and we express no opinion concerning the laws of any other
jurisdiction.
Our opinion contained herein is rendered to the Company in connection with
the filing by the Company of the Registration Statement with the Securities and
Exchange Commission and is solely for the benefit of the Company in connection
with such filing. This opinion may not be used or relied on by any other person,
nor may this letter or any copies thereof be furnished to a third party, filed
with a government agency, quoted, cited or otherwise referred to without our
prior written consent, except as noted below.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement.
Very truly yours,
/s/ Dechert Price & Rhoads
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Dechert Price & Rhodes
EXHIBIT 23.1
ACCOUNTANTS' CONSENT
The Board of Directors and Stockholders
CORT Business Services Corporation and subsidiaries:
We consent to the use of our reports incorporated by reference herein.
KPMG Peat Marwick LLP
Washington, DC
May 14, 1998
