As filed with the Securities and Exchange Commission on May 14, 1998
Registration No. 333-____
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 Incorporation) Fairfax, Virginia 22033 (I.R.S. Employer
(Address of principal Identification Number)
executive offices) (Zip Code)
CORT BUSINESS SERVICES CORPORATION
1995 STOCK-BASED INCENTIVE COMPENSATION 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.
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par
value $.01 per share 632,573 shares $39.9375 $25,263,384 $7,453
- --------------------------------------------------------------------------------
</TABLE>
(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.
This Registration Statement relates to Registration Statement No. 333-15611 and
is being filed pursuant to General Instruction E of Form S-8 in order to
register additional securities of the same class as other securities for which a
Registration Statement filed on this form relating to the same employee benefit
plan is effective.
<PAGE>
INFORMATION REQUIRED PURSUANT TO
GENERAL INSTRUCTION E TO FORM S-8
On November 5, 1996, the Registrant filed a Registration Statement on
Form S-8, Registration Statement No. 333-15611, to register 577,427 shares of
Common Stock which were issuable under the Registrant's 1995 Stock-Based
Incentive Compensation Plan. The contents of Registration Statement No.
333-15611 are hereby incorporated by reference, except that the 1995 Stock-Based
Incentive Compensation Plan was amended and restated on July 25, 1995. The 1995
Stock-Based Incentive Compensation Plan, as amended and restated, is
incorporated by reference to Exhibit 10.17 to the Registrant's Quarterly Report
on Form 10-Q for the fiscal quarter ended June 30, 1997. The Registrant is now
filing this separate Registration Statement to register an additional 632,573
shares of common stock which may be issued under the 1995 Stock-Based Incentive
Compensation Plan.
2
<PAGE>
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.
<TABLE>
<CAPTION>
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 and
Frances Ann Ziemniak Secretary (principal financial
and accounting officer)
/s/ Keith E. Alessi Director May 14, 1998
- ----------------------------
Keith E. Alessi
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
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
</TABLE>
4
<PAGE>
EXHIBIT INDEX
-------------
Exhibit No. Document
- ----------- --------
4.1 Amended and Restated CORT Business Services 1995 Stock Based
Incentive Compensation Plan, filed as Exhibit 10.17 to the
Registrant's Quarterly Report on Form 10-Q for the fiscal quarter
ended June 30, 1997, is incorporated herein by reference.
5.1 Opinion of Dechert Price & Rhoads as to the legality of
securities being registered.
23.1 Consent of KPMG Peat Marwick LLP.
5
EXHIBIT 5.1
[DECHERT PRICE & RHOADS LETTERHEAD]
May 14, 1998
CORT Business Services Corporation
4401 Fair Lakes Court
Suite 300
Fairfax, VA 22033
Re: 632,573 Shares of Common Stock, as described in the
Registration Statement on Form S-8
---------------------------------------------------
Gentlemen and Ladies:
We have acted as counsel to CORT Business Service Corporation (the
"Company) in connection with the registration under the Securities Act of 1933,
as amended, of 632,573 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 1995 Stock-Based Incentive Compensation 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
--------------------------
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
