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As filed with the Securities and Exchange Commission on October 31, 2000
Registration No. 333-________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
RURAL/METRO CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 86-0746929
-------------------------------- ----------------------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
8401 East Indian School Road
Scottsdale, Arizona 85251
(Address of Principal executive offices)(zip code)
RURAL/METRO CORPORATION
2000 Non-Qualified Stock Option Plan
(Full Title of the Plan)
JOHN S. BANAS III
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
8401 East Indian School Road
Scottsdale, Arizona 85251
(480) 994-3886
(Name, address, telephone number, including area code, of agent for service)
This Registration Statement shall become effective immediately upon filing with
the Securities and Exchange Commission, and sales of the registered securities
will begin as soon as reasonably practicable after such effective date.
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=======================================================================================================================
Proposed maximum Proposed maximum
Title of Securities to be Amount to be offering price per aggregate offering Amount of
Registered registered (1) share price registration fee
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<S> <C> <C> <C> <C>
Common Stock.................. 565,250 $1.50 (2) $ 847,875 $ 223.84
Common Stock.................. 1,434,750 $1.61 (3) $ 2,309,947.50 $ 609.83
Total.................... 2,000,000 $ 833.67
=======================================================================================================================
</TABLE>
(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the 2000 Non-Qualified Stock
Option Plan by reason of any stock dividend, stock split,
recapitalization or any other similar transaction without receipt of
consideration which results in an increase in the number of outstanding
shares of Common Stock of Intelispan, Inc.
(2) Calculated solely for purposes of this offering under Rule 457(h) of
the Securities Act of 1933, as amended.
(3) Calculated upon the average of the bid and asked price of the Company's
Common Stock as of October 27, 2000.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
Rural/Metro Corporation (the "Registrant") hereby incorporates by
reference into this Registration Statement the following documents previously
filed with the Securities and Exchange Commission (the "Commission"):
(a) The Registrant's latest annual report filed pursuant to Section
13(a) or 15(d) of the Exchange Act or the Registrant's latest prospectus filed
pursuant to the Securities Act of 1933, as amended (the "Securities Act"), that
contains audited financial statements for the Registrant's latest fiscal year
for which such statements have been filed;
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
1934 Act since the end of the fiscal year covered by the document referred to in
(a) above; and
(c) The description of the Registrant's common stock contained in the
Registrant's Registration Statement on Form 8-A/A (No. 0-22056) filed with the
Commission on February 2, 1995.
All reports and definitive proxy or information statements filed
pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act after the date of
this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference into this Registration Statement and to be a 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 amended and restated Bylaws require the Company to
indemnify its directors, officers, employees, and agents to the fullest extent
permitted by the Delaware General Corporation Law, including those circumstances
in which indemnification would otherwise be discretionary, except that the
Company will not be obligated to indemnify any such person (i) with respect to
proceedings, claims, or actions initiated or brought voluntarily by any such
person and not by way of defense; (ii) for any amounts paid in settlement of an
action indemnified against by the Company without the proper written consent of
the Company; or (iii) in connection with any event in which the person did not
act in good faith and in a manner reasonably believed to be in, or not opposed
to, the best interests of the Company. In addition, the Company has entered or
will enter into Indemnity Agreements with each of its directors and officers
providing for indemnification of and advancement of expenses to the directors
and officers to the fullest extent permitted by law except (a) if and to the
extent that payment is made to the indemnitee under an insurance policy or
otherwise; (b) if and to the extent that a claim is decided adversely based on
or attributable to the indemnitee gaining any person profit or advantage to
which the indemnitee was not legally entitled; (c) if and to the extent that the
indemnifiable event constituted or arose out of the indemnitee's willful
misconduct or gross negligence; or (d) if and to the extent that the proceeding
is initiated by the indemnitee against the Company or any of its officers or
directors, unless the Company has consented to or joined in the initiation of
the proceeding. The Delaware General Corporation Law contains an extensive
indemnification provision that permits a corporation to indemnify any person who
is or was 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, by reason of the fact that he or she is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer,
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employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by him or her in
connection with such action, suit or proceeding if he or she acted in good faith
and in a manner he or she 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 his or her conduct was unlawful.
The Company's Second Restated Certificate eliminates the personal
liability of the directors of the Company to the Company or its stockholders for
monetary damages for breach of their duty of care except to the extent that such
exemption from liability or limitation thereof is not permitted under the
Delaware General Corporation Law. The Delaware General Corporation Law prohibits
a corporation from eliminating or limiting the liability of a director (i) for
any breach of the director's duty of loyalty to the corporation or its
stockholders; (ii) for acts or omissions not in good faith or that involve
intentional misconduct or a knowing violation of law; (iii) for liability under
Section 174 of the Delaware General Corporation Law (relating to certain
unlawful dividends, stock purchases or stock redemptions); or (iv) for any
transaction from which the director derived any improper personal benefit.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
Item 8. EXHIBITS
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Exhibit Number Exhibit
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<S> <C>
5 Opinion and consent of Greenberg Traurig, LLP
10.38 2000 Non-Qualified Stock Option Plan
10.39 Form of Stock Option Agreement
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Greenberg Traurig, LLP (included in Exhibit 5)
24 Power of Attorney (included on Signature Page of the Registration Statement)
</TABLE>
Item 9. UNDERTAKINGS
A. 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;
(ii) to reflect in the prospectus any facts
or events which, individually or together, represent a fundamental change in the
information in the 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) if, in the aggregate, the changes in volume and price represent no
more than a 20 percent change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the effective registration
statement; and
(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;
provided, however, that clauses (1)(i) and (1)(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 with or furnished to the
Commission
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by the Registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference into 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 of the securities offered therein, and
the offering of the 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.
B. The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to Section 13(a) or 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.
C. Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers or
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 of 1933 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 of 1933 and will be governed by the final adjudication of such
issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Scottsdale, state of Arizona, on this 30 day of
October, 2000.
RURAL/METRO CORPORATION
By: /s/ John S. Banas III
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John S. Banas III, Senior Vice President and
General Counsel
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints jointly and severally, Jack E.
Brucker and John S. Banas III, and each of them, as his true and lawful
attorney-in-fact and agents, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in connection therewith, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
<TABLE>
<CAPTION>
SIGNATURE POSITION DATE
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<S> <C> <C>
/s/ Jack E. Brucker President, Chief Executive Officer and October 30, 2000
------------------------------------ Director (Principal Executive Officer)
Jack E. Brucker
/s/ Randall L. Harmsen Vice President of Finance (Principal October 30, 2000
------------------------------------ Financial Officer and Principal
Randall L. Harmsen Accounting Officer
/s/ Cor J. Clement Chairman of the Board of Directors October 30, 2000
------------------------------------
Cor J. Clement
/s/ Louis G. Jekel Vice Chairman of the Board of Directors October 30, 2000
------------------------------------
Louis G. Jekel
/s/ Mary Anne Carpenter Director October 23, 2000
------------------------------------
Mary Anne Carpenter
Director _________, 2000
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William C. Turner
/s/ Henry G. Walker Director October 30, 2000
------------------------------------
Henry G. Walker
/s/ Louis A. Witzeman Director October 30, 2000
------------------------------------
Louis A. Witzeman
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EXHIBIT INDEX
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<CAPTION>
Exhibit Number Exhibit
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<S> <C>
5 Opinion and consent of Greenberg Traurig, LLP
10.38 2000 Non-Qualified Stock Option Plan
10.39 Form of Stock Option Agreement
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Greenberg Traurig, LLP (included in Exhibit 5)
24 Power of Attorney (included on Signature Page of the Registration Statement)
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