<PAGE> 1
Registration No. 33-
As filed with the Securities and Exchange Commission on January 19, 2000
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
---------------
CORRPRO COMPANIES, INC.
(Exact Name of Registrant as Specified in its Charter)
OHIO 34-1422570
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
1090 ENTERPRISE DRIVE
MEDINA, OHIO 44256
(330) 723-5082
(Address of Principal Executive Offices, Including Zip Code)
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1997 LONG-TERM INCENTIVE PLAN OF CORRPRO COMPANIES, INC.
CORRPRO COMPANIES, INC. EMPLOYEE STOCK PURCHASE PLAN
BONUS PLAN
(Full Title of the Plans)
---------------
<TABLE>
<S> <C>
COPY TO:
NEAL R. RESTIVO DAVID INGLIS
EXECUTIVE VICE PRESIDENT, CHIEF FINANCIAL OFFICER, BENESCH, FRIEDLANDER, COPLAN & ARONOFF LLP
SECRETARY AND TREASURER 2300 BP TOWER
CORRPRO COMPANIES, INC. 200 PUBLIC SQUARE
1090 ENTERPRISE DRIVE CLEVELAND, OHIO 44114-2378
MEDINA, OHIO 44256 (216) 363-4500
(330) 723-5082
</TABLE>
(Name and Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
---------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- -------------------------------- ---------------- ----------------------- ------------------------ -----------------
Title of Securities to be Amount to be Proposed Maximum Proposed Maximum Amount of
Registered Registered(1) Offering Price per Aggregate Offering Registration Fee
Share(2) Price(2)
- -------------------------------- ---------------- ----------------------- ------------------------ -----------------
<S> <C> <C> <C> <C>
Common Stock, without par 700,000 shares $5.00 $3,500,000 $924
value
================================ ================ ======================= ======================== =================
<FN>
- -----------------------
(1)This Registration Statement also includes an indeterminate number of
shares of Common Stock which may be issued under the anti-dilution provisions of
the plans. In addition, pursuant to Rule 416(c) under the Securities Act of
1933, as amended, this Registration Statement also covers an indeterminate
amount of interests to be offered or sold pursuant to the Employee Stock
Purchase Plan described herein.
(2)Estimated in accordance with Rule 457 under the Securities Act of 1933,
solely for the purpose of calculating the registration fee, on the basis of the
average of the high and low prices of the Common Stock on January 14, 2000 as
reported on the New York Stock Exchange.
</TABLE>
<PAGE> 2
This Registration Statement registers shares of Common Stock, without
par value, of Corrpro Companies, Inc., 300,000 of which are to be issued under
the 1997 Long-Term Incentive Plan, as amended, 375,000 of which are to be
registered under the Employee Stock Purchase Plan and 25,000 of which are to be
registered under the Bonus Plan. The securities registered on this Registration
Statement which are to be issued under the 1997 Long-Term Incentive Plan are in
addition to those securities for which a Registration Statement on Form S-8
filed October 24, 1997, Registration No. 333-38767, is effective.
<PAGE> 3
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing the information specified in Part I of Form
S-8 (Items 1 and 2) will be sent or given to participants in the 1997 Long-Term
Incentive Plan of Corrpro Companies, Inc., in the Corrpro Companies, Inc.
Employee Stock Purchase Plan and in the Bonus Plan as specified by Rule
428(b)(1) under the Securities Act of 1933, as amended. Such documents and the
documents incorporated herein by reference pursuant to Item 3 of Part II hereof,
taken together, constitute a prospectus that meets the requirements of Section
10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The documents listed below are incorporated by reference in this
Registration Statement, and all documents subsequently filed by Corrpro
Companies, Inc. pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this Registration Statement and to
be a part hereof from the date of filing of such documents.
(1) Corrpro's Annual Report on Form 10-K for the fiscal year ended
March 31, 1999 (File No. 001-12282).
(2) Corrpro's Quarterly Report on Form 10-Q filed on August 12,
1999 (File No. 001-12282).
(3) Corrpro's Quarterly Report on Form 10-Q filed on November 15,
1999 (File No. 12282).
(4) The description of Corrpro's Common Stock, without par value,
contained in its Registration Statement on Form S-1, filed
with the Securities and Exchange Commission on September 29,
1993 (File No. 33-64482).
For purposes of this Registration Statement, any statement contained in
a document incorporated by or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference modifies or supersedes such statement.
Any such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute part of this Registration Statement.
2
<PAGE> 4
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 Ohio Revised Code authorizes Ohio corporations to indemnify
directors and officers from liability if the director or officer acted in good
faith and in a manner reasonably believed by the director or officer to be in or
not opposed to the best interests of the corporation, and with respect to any
criminal actions, if the director or officer had no reason to believe his action
was unlawful. In the case of an action by or on behalf of a corporation,
indemnification may not be made if (a) the person seeking indemnification is
adjudged liable for negligence or misconduct, unless the court in which such
action was brought determined such person is fairly and reasonably entitled to
indemnification, or (b) the liability asserted against such person concerns
certain unlawful distributions. The indemnification provisions of the Ohio
Revised Code require indemnification if a director or officer has been
successful on the merits or otherwise in defense of any action, suit or
proceeding that he was a party to by reason of the fact that he is or was a
director or officer of the corporation. The indemnification authorized under
Ohio law is not exclusive and is in addition to any other rights granted to
directors and officers under the articles of incorporation or code of
regulations of the corporation or any agreement between directors and officers
and the corporation. A corporation may purchase and maintain insurance or
furnish similar protection on behalf of any director or officer against any
liability asserted against him and incurred by him in his capacity, or arising
out of the status, as a director or officer, whether or not the corporation
would have the power to indemnify him against such liability under the Ohio
Revised Code.
The Registrant's Code of Regulations provide for the indemnification of
directors and officers of the Registrant and, as authorized by the Board of
Directors of the Registrant, to the advancement of expenses incurred in
connection with the defense of any action, suit or proceeding that such director
or officer was a party to by reason of the fact that he or she is or was a
director or officer of the Registrant upon the receipt of an undertaking to
repay such amount unless it is ultimately determined that the director or
officer is entitled to indemnification.
The Registrant maintains a directors and officers insurance policy
which provides for reimbursement to the directors and officers of the Registrant
for legal fees and expenses resulting from the defense of certain judicial or
administrative proceedings initiated against the director or officer as a result
of his or her conduct or actions in his or her capacity as a director or officer
of the Registrant and provides reimbursement to the Registrant for costs the
Registrant has incurred as a result of indemnifying its directors and officers.
3
<PAGE> 5
The Registrant has entered into indemnification agreements with its
directors and certain of its executive officers which provide for
indemnification to the fullest extent allowed under Ohio law and the maintenance
of the Registrant's directors and officers insurance policy.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
4.1 Amended and Restated Articles of Incorporation of Corrpro
(incorporated by reference to Exhibit 3.1 to Corrpro's
Quarterly Report on Form 10-Q for the fiscal quarter ended
December 31, 1998, File No. 001-12282).
4.2 Amended and Restated Code of Regulations of Corrpro
(incorporated by reference to Exhibit 4.2 to Corrpro's
Registration Statement on Form S-8, Registration No.
33-74814).
4.3 Description of Corrpro's Common Stock (incorporated by
reference from Corrpro's Registration Statement on Form S-1
filed with the Securities and Exchange Commission on September
29, 1993, Registration No. 33-64482).
4.4 1997 Long-Term Incentive Plan of Corrpro Companies, Inc.
(incorporated by reference to Exhibit 4.4 to Corrpro's
Registration Statement on Form S-8, Registration No.
333-38767).
4.5 Amendment to 1997 Long-Term Incentive Plan of Corrpro
Companies, Inc.
4.6 Corrpro Companies, Inc. Employee Stock Purchase Plan
(incorporated by reference from Corrpro's Definitive Proxy
Statement on Schedule 14A filed with Securities and Exchange
Commission on June 16, 1999).
5.1 Opinion of Benesch, Friedlander, Coplan & Aronoff LLP, outside
counsel to Corrpro, regarding legality.
23.1 Consent of KPMG LLP, independent auditors.
23.2 Consent of Benesch, Friedlander, Coplan & Aronoff LLP
(contained in its opinion filed as Exhibit 5.1 to this
Registration Statement).
24.1 Power of Attorney.
- ----------
4
<PAGE> 6
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 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; 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 paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the Registration Statement is on Form S-3, Form
S-8 or Form F-3, and 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 Securities
and Exchange Commission (the "Commission") by the registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act
that are incorporated by reference 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.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each
filing of the registrant's annual report pursuant to Section 13(a) or
15(d) of the Exchange Act (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to 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 therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
5
<PAGE> 7
(c) Insofar as indemnification for liabilities arising under
the Securities Act 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 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 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.
6
<PAGE> 8
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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 Medina, State of Ohio, on this 18th day of
January, 2000.
CORRPRO COMPANIES, INC.
(Registrant)
By: /s/ Joseph W. Rog
-----------------------------------------
Joseph W. Rog,
Chairman of the Board of Directors,
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following person on behalf of
each of the members of the registrant's Board of Directors, as Attorney-in-Fact,
on this 18th day of January, 2000.
/s/ Joseph W. Rog
-----------------------------------------
Joseph W. Rog, Attorney-in-Fact
S-2
<PAGE> 9
EXHIBIT INDEX
EXHIBIT NO. EXHIBIT DESCRIPTION PAGE NO.
- ----------- ------------------- --------
4.1 Amended and Restated Articles of Incorporation of Corrpro *
(incorporated by reference to Exhibit 3.1 to Corrpro's
Quarterly Report on Form 10-Q for the fiscal quarter ended
December 31, 1998, File No. 001-1228).
4.2 Amended and Restated Code of Regulations of Corrpro *
(incorporated by reference to Exhibit 3.3 to Corrpro's
Registration Statement on Form S-8, Registration No.
33-74814).
4.3 Description of Corrpro's Common Stock (incorporated by *
reference) from Corrpro's Registration Statement on Form S-1
filed with the Securities and Exchange Commission on September
29, 1993, Registration
No. 33-64482).
4.4 1997 Long-Term Incentive Plan of Corrpro Companies, Inc. *
(incorporated by reference to Exhibit 4.4 to Corrpro's
Registration Statement on Form S-8, Registration No. 333-38767).
4.5 Amendment to 1997 Long Term Incentive Plan of Corrpro
Companies, Inc.
4.6 Corrpro Companies, Inc. Employee Stock Purchase Plan (incorporated *
by reference from Corrpro's Definitive Proxy Statement on Schedule
14A filed with the Securities Exchange Commission on June 16, 1999).
5.1 Opinion of Benesch, Friedlander, Coplan & Aronoff LLP, outside
counsel to Corrpro, regarding legality.
23.1 Consent of KPMG LLP, independent auditors.
23.2 Consent of Benesch, Friedlander, Coplan & Aronoff LLP N/A
(contained in its opinion filed as Exhibit 5.1 to this
Registration
Statement).
24.1 Power of Attorney.
* Incorporated herein by reference as indicated.
<PAGE> 1
Exhibit 4.5
AMENDMENT TO
1997 LONG-TERM INCENTIVE PLAN
OF
CORRPRO COMPANIES, INC.
WHEREAS, the Company previously adopted the 1997 Long-Term Incentive Plan of
Corrpro Companies, Inc., (as hereby amended, the "Plan").
WHEREAS, effective June 19, 1998, the Company effected a 5-for-4 stock split in
the form of a 25% share dividend (the "Stock Split").
WHEREAS, pursuant to Section 15 of the Plan, the number of Shares subject to the
Plan, the number of Shares subject to awards, and other applicable provisions of
the Plan have been adjusted by the Committee to take into account the effect of
the Stock Split.
WHEREAS, the Company desires to increase the number of Common Shares reserved
for issuance under the Plan by 300,000 Shares.
WHEREAS, this amendment reflects the effect of the Stock Split.
NOW, THEREFORE, effective July 22, 1998, the Plan, is hereby amended as follows:
The first sentence of Section 3, "Stock Subject to the Plan" is deleted
and replaced with the following:
There will be reserved for use, upon the issuance, vesting or exercise
of Awards to be granted from time to time under the Plan, an aggregate
of (i) seven hundred sixty-eight thousand seven hundred fifty (768,750)
new Shares, and (ii) eight hundred sixteen thousand nine hundred
eighty-eight (816,988) Shares subject to stock options (other than
under the 1994 Corrpro Outside Directors' Stock Option Plan) granted
prior to the Effective Date but only to the extent of the surrender,
lapse, expiration, forfeiture, termination or exercise of such options,
which Shares may be, in whole or in part, as the Board shall from time
to time determine, authorized but unissued Shares, or issued Shares
which shall have been reacquired by the Company.
Corrpro Companies, Inc.
/s/ Neal R. Restivo
---------------------------
By: Neal R. Restivo
<PAGE> 1
EXHIBIT 5.1
OPINION OF BENESCH, FRIEDLANDER,
COPLAN & ARONOFF LLP
(attached)
<PAGE> 2
EXHIBIT 5.1
January 19, 2000
Board of Directors
Corrpro Companies, Inc.
1090 Enterprise Drive
Medina, Ohio 44256
Gentlemen:
Corrpro Companies, Inc., an Ohio corporation (the "Company"), intends
to file with the Securities and Exchange Commission under the Securities Act of
1933, as amended, a Registration Statement on Form S-8 (the "Registration
Statement") with respect to 700,000 shares (the "Shares") of the Company's
common stock, without par value (the "Common Stock"), to be issued from time to
time pursuant to the 1997 Long-Term Incentive Plan of the Company, the Corrpro
Companies, Inc. Employee Stock Purchase Plan and the Bonus Plan (collectively,
the "Plans"). Capitalized terms not defined in this letter have the meanings
given to them in the Plans.
You have requested our opinion in connection with the Company's filing
of the Registration Statement. In this connection, we have examined and relied
upon originals or copies, certified or otherwise identified to our satisfaction
as being true copies, of all such records of the Company, all such agreements,
certificates of officers of the Company and others, and such other documents,
certificates and corporate or other records as we have deemed necessary as a
basis for the opinions expressed in this letter, including, without limitation,
the Company's Amended and Restated Articles of Incorporation and the
Registration Statement.
In our examination, we have assumed the genuineness of all signatures,
the legal capacity of all natural persons, the authenticity of all documents
submitted to us as originals and the conformity to authentic original documents
of all documents submitted to us as certified or photostatic copies.
We have investigated such questions of law for the purpose of rendering
the opinions in this letter as we have deemed necessary. We express no opinion
in this letter concerning any law other than the laws of the State of Ohio.
This opinion is being rendered to you as of today. The opinions
expressed herein assume that there is no change in the facts, circumstances and
law in effect on the date of this opinion, particularly, as they relate to
corporate authority and the Company's good standing under Ohio law. We have
assumed the Company will remain in good standing as an Ohio corporation at all
times when shares of Common Stock are sold pursuant to the Plans.
<PAGE> 3
On the basis of and in reliance on the foregoing, we are of the opinion
that the Shares of the Common Stock to be issued pursuant to the Plans, when and
if issued in accordance with the terms of the Plans, will be legally issued,
fully paid and nonassessable.
The opinion in this letter is rendered only to the Company in
connection with the filing of the Registration Statement. We consent to the
filing of this letter as an exhibit to the Registration Statement. The opinion
may not be relied upon by the Company for any other purpose. This letter may not
be paraphrased, quoted or summarized, nor may it be duplicated or reproduced in
part.
Very truly yours,
BENESCH, FRIEDLANDER,
COPLAN & ARONOFF LLP
<PAGE> 1
EXHIBIT 23.1
CONSENT OF KPMG LLP
(attached)
<PAGE> 2
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
-------------------------------
The Board of Directors
Corrpro Companies, Inc.
We consent to the incorporation by reference in the Registration
Statement on Form S-8 of Corrpro Companies, Inc. of our report dated May 10,
1999 relating to the consolidated balance sheets of Corrpro Companies, Inc. as
of March 31, 1999 and 1998 and the related statements of income, shareholders'
equity and cash flows for each of the three-year periods ended March 31, 1999
and all related schedules, which appears in the March 31, 1999 annual report on
Form 10-K for Corrpro Companies, Inc.
KPMG LLP
Cleveland, Ohio
January 18, 2000
<PAGE> 1
EXHIBIT 24.1
------------
POWER OF ATTORNEY
(attached)
<PAGE> 2
EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Joseph W. Rog and Neal R. Restivo, or
either of them, his true and lawful attorney-in-fact and agent, 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 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 attorney-in-fact and agent full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact, agent,
or their substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons on behalf
of the Company in the capacities and on the dates indicated.
Dated: January 18, 2000 /s/ Joseph W. Rog
--------------------------------------
Joseph W. Rog,
Chairman of the Board of Directors,
President and Chief Executive Officer
Dated: January 18, 2000 /s/ Neal R. Restivo
--------------------------------------
Neal R. Restivo,
Executive Vice President, Chief
Financial Officer, Secretary and
Treasurer
Dated: January 18, 2000 /s/ David H. Kroon
--------------------------------------
David H. Kroon,
Director
Dated: January 18, 2000 /s/ Barry W. Schadeck
--------------------------------------
Barry W. Schadeck,
Director
<PAGE> 3
Dated: January ___, 2000
--------------------------------------
Robert E. Hodge,
Director*
Dated: January ___, 2000
--------------------------------------
C. Richard Lynham,
Director*
Dated: January 18, 2000 /s/ Warren F. Rogers
--------------------------------------
Warren F. Rogers,
Director*
Dated: January ___, 2000
--------------------------------------
Walter W. Williams,
Director*
* Also a member of the committee administering the Corrpro Companies,
Inc. Employee Stock Purchase Plan.
