Registration No. 333-__________
As Filed with the Securities and Exchange Commission on October 15, 1997
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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Exact Name of Registrant as
Specified in its Charter: CENTRAL PARKING CORPORATION
State or other jurisdiction of
incorporation or organization: Tennessee
I.R.S. Employer Identification Number: 62-1052916
Address of Principal Executive Offices: 2401 21st Avenue South, Suite 200
Nashville, Tennessee
Zip Code: 37212
Full Title of Plan: Central Parking Corporation
Deferred Stock Unit Plan
Name and Adress of Agent for Service: Monroe J. Carell, Jr.
Chairman and Chief Executive Officer
Central Parking Corporation
2401 21st Avenue South, Suite 200
Nashville, Tennessee 37212
Telephone Number, Including Area
Code for Agent for Service: (615) 297-4255
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CALCULATION OF REGISTRATION FEE
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Title of Securities to be Registered: Common Stock, $.01 par value
Amount to be Registered(1): 250,000
Proposed Maximum Offering Price
Per Share (2): $54.15625
Proposed Maximum Aggregate Offering Price: $13,539,062.50
Amount of Registration Fee: $4,102.74
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(1) The registration statement also includes (i) pursuant to Rule
416(c) under the Securities Act of 1933, an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit
plan described herein, and (ii) an indeterminable number of
additional shares that may become issuable pursuant to the
antidilution adjustment provisions of the Plan.
(2) Pursuant to Rule 457, the offering price is estimated solely for
the purpose of calculating the registration fee on the basis of the
average of the high and low prices for the Common Stock on the New
York Stock Exchange on October 9, 1997.
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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. In addition, all documents subsequently
filed by Central Parking Corporation (the "Company") pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934 (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
thereof from the date of filing of such documents. Any
statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this Registration Statement 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 herein modifies or supersedes such
statement. Any such statement modified or superseded shall not
be deemed, except as so modified or superseded, to constitute a
part of this Registration Statement.
(a) The Company's Annual Report on Form 10-K for the fiscal
year ended September 30, 1996;
(b) The Company's Quarterly Reports on Form 10-Q for the
quarters ended December 31, 1996, March 31, 1997 and
June 30, 1997;
(c) The Company's Current Report on Form 8-K dated December
31, 1996, as amended by the Current Reports on Form
8-K/A, dated January 16, 1997, March 17, 1997, March 21,
1997 and April 8, 1997 relating to the acquisition of
Civic Parking, LLC;
(d) The Company's Current Report on Form 8-K dated January
17, 1997, as amended by the Current Reports on Form
8-K/A, dated March 18, 1997, March 21, 1997 and April 9,
1997 relating to the acquisition of Square Industries,
Inc.
(e) The Company's Current Report on Form 8-K dated April 30,
1997 relating to the disposition of 50% of Civic
Parking, LLC.
(f) The description of the Common Stock under "Description
of Securities" contained in the Company's Registration
Statement on Form 8-A (File Number 1-13950) including
any amendment or report filed for the purpose of
updating such description.
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ITEM 6. INDEMNIFICATION.
Under the Amended and Restated Charter of the Company (the
"Charter"), and in accordance with Section 48-18-502 of the
Tennessee Business Corporation Act (the "TBCA"), the Company
will 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 a "derivative"
action by or in the right of the Company) by reason of the fact
that such person is or was a director or officer of the Company,
against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement in connection with such action,
suit or proceeding if such person acted in good faith and in a
manner such person reasonably believed to be in or not opposed
to the best interests of the Company, 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 the defense or settlement of such an action and
then, where the person is adjudged to be liable to the Company,
only if and to the extent that 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 deems proper.
The Charter provides that the Company will pay for the expenses
incurred by an indemnified director or officer in defending the
proceedings specified above in advance of their final
disposition, provided that, if the TBCA so requires, such person
agrees to reimburse the Company if it is ultimately determined
that such person is not entitled to indemnification. The
Charter also provides that the Company may, in its sole
discretion, indemnify any person who is or was one of its
employees and agents or any person who is or was serving at the
request of the Company as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust or
other enterprise to the same degree as the foregoing
indemnification of directors and officers. In addition, the
Company may purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee or agent of
the Company or another corporation, partnership, joint venture,
trust or other enterprise against any liability asserted against
and incurred by such person in such capacity, or arising out of
the person's status as such whether or not the Company would
have the power or obligation to indemnify such person against
such liability under the provisions of the TBCA. The Company
has entered into an agreement with each of its directors
providing for indemnification of such directors and the
advancement of expenses to such directors under certain
conditions. The Company plans to maintain insurance for the
benefit of the Company's officers and directors insuring such
persons against certain liabilities, including liabilities under
the securities laws.
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ITEM 8. EXHIBITS.
The Exhibits to this Registration Statement are listed in the
Index to Exhibits on Page 7 Registration Statement, which Index
is incorporated herein by reference.
ITEM 9. UNDERTAKINGS.
(a) The 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
1993 (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. 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.
(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 (1)(i) and (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 by the Company
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
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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 Company hereby undertakes 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
section 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.
(c) Insofar as indemnification for liabilities
arising under the Securities Act may be
permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing
provisions, or otherwise, the Company has been
advised that in the opinion of the Securities
and Exchange Commission such indemnification is
against public policy as expressed in the 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 any 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 Act and will be
governed by the final adjudication of such
issue.
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SIGNATURES
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Pursuant to the requirements of the Securities Act of 1933, 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 Nashville, State of Tennessee, on October 13, 1997.
CENTRAL PARKING CORPORATION
By:/s/Monroe J. Carell, Jr.
Monroe J. Carell, Jr.
Chairman and Chief Executive Officer
POWER OF ATTORNEY
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Each person whose signature to the Registration statement appears below
hereby appoints Monroe J. Carell, Jr. and Stephen A. Tisdell and each of them,
any one of whom may act without the joinder of the others, as his attorney-in-
fact to execute in the name and behalf of any such person, individually and in
the capacity stated below, and to file all amendments and post-effective
amendments to this Registration Statement, which amendment or amendments may
make such changes and additions in this Registration Statement as such
attorney-in-fact may deem necessary or appropriate.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
Signature Title Date
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/s/Monroe J. Carell, Jr. Chief Executive Officer October 13, 1997
Monroe J. Carell, Jr. (Principal Executive Officer)
Chairman of the Board
/s/James H. Bond President, Chief Operating October 13, 1997
James H. Bond Officer and Director
/s/Stephen A. Tisdell Chief Financial Officer October 13, 1997
Stephen A. Tisdell (Principal Financial and
Accounting Officer)
/s/John W. Eakin Director October 13, 1997
John W. Eakin
/s/Edward G. Nelson Director October 13, 1997
Edward G. Nelson
/s/William C. O'Neil, Jr. Director October 13, 1997
William C. O'Neil, Jr.
/s/Cecil Conlee Director October 13, 1997
Cecil Conlee
/s/P. E. Sadler Director October 13, 1997
P. E. Sadler
/s/Lowell Harwood Director October 13, 1997
Lowell Harwood
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Exhibit
Number Description of Exhibit
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4.1 Amended and Restated Charter of the Registrant, as amended,
incorporated by reference to Exhibit 4.1 to the Company's Registration
Statement on Form S-3 (File No. 333-23869).
4.2 Amended and Restated Bylaws of the Registrant, incorporated by
Reference to Exhibit 3.2 to the Company's Registration Statement
on Form S-1 (File No. 33-95640).
4.3 Form of Common Stock Certificate, incorporated by reference to
Exhibit 4.1 to the Company's Registration Statement on Form S-1
(File No. 33-95640).
5 Opinion of Harwell Howard Hyne Gabbert & Manner, P.C.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of Harwell Howard Hyne Gabbert & Manner, P.C.
(contained in Exhibit 5)
24 Power of Attorney (see page 6)
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Exhibit Number 5
October 13, 1997
Central Parking Corporation
2401 21st Avenue South, Suite 200
Nashville, Tennessee 37212
Gentlemen:
We have acted as counsel to Central Parking Corporation (the
"Company") in connection with the registration of 250,000 shares
of its common stock to be issued under the provisions of the
Company's Deferred Stock Unit Plan pursuant to a registration
statement on Form S-8, as filed with the Securities and Exchange
Commission (the "Registration Statement"). This firm hereby
consents to the filing of this opinion as an exhibit to the
Registration Statement and with agencies of such states and
other jurisdictions as may be necessary in the course of
complying with the laws of such states and jurisdictions
regarding the offering and sale of the stock in accordance with
the Registration Statement.
We have examined originals, or certified or photostatic copies
of such statutes, records, regulations, certificates of the
officers of the Company and of public officials, and such other
information as we have deemed necessary for purposes of
rendering this opinion.
In stating our opinion, we have assumed: ( i ) that all
signatures are genuine, all documents submitted to us as
originals are authentic, and all documents submitted to us as
copies conform to authentic original documents; and (ii) that
the parties to such documents have the legal right and power
under all applicable laws, regulations and agreements to enter
into, execute, deliver and perform their respective obligations
thereunder.
On the basis of such review, but subject to the limitations
expressed herein, we are of the opinion, as of the date hereof,
that the securities being registered by the Registration
Statement of Central Parking Corporation will, when sold, be
legally issued, fully paid and non-assessable.
Our opinion herein is limited solely to the laws of the United
States of America and the State of Tennessee. In rendering the
opinion set forth herein, we have relied upon the documents
referenced above and have made no independent verification or
investigation of factual matters pertaining thereto or to the
Company. The opinion expressed herein is subject to applicable
bankruptcy, insolvency, reorganization, moratorium, fraudulent
conveyance and other similar laws now or hereafter in effect
relating to or affecting the rights of creditors generally,
judicial discretion, and equitable principles whether applied
pursuant to a proceeding at law or in equity; and no opinion is
expressed with respect to the availability of equitable
remedies.
Very truly yours,
HARWELL HOWARD HYNE
GABBERT & MANNER, P.C.
EXHIBIT 23.1
The Board of Directors
Central Parking Corporation and Subsidiaries:
We consent to the use of our reports incorporated herein by reference.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Nashville, Tennessee
October 9, 1997
