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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
ROTO-ROOTER, INC.
(Exact name of issuer as specified in its charter)
Delaware 31-1078130
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2500 Chemed Center, Cincinnati, Ohio 45202
(Address of principal executive offices) (Zip Code)
1995 STOCK INCENTIVE PLAN
(Full title of the plan)
NAOMI C. DALLOB
2600 Chemed Center, 255 East Fifth Street,
Cincinnati, Ohio 45202
(Name and address of agent for service)
(513) 762-6900
(Telephone number, including area code, of agent for service)
Approximate Date of Proposed Sale to the Public:
As soon as practicable after this Registration Statement becomes effective.
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 offering registration
registered registered* per share** price** fee
__________________________________________________________________________
Common Stock
(Par value $1 200,000 shs. $30.50 $6,100,000 $2,104.00
per share)
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*The number of shares being registered is the number of shares covered
by the 1995 Stock Incentive Plan. In addition to such shares, this
Registration Statement covers an indeterminate number of shares which, by
reason of certain events specified in such Plan, may become subject to
issuance thereunder.
**Estimated solely for the purpose of calculating registration fee. This
amount is based on a price of $30.50 per share based on the average of the
high and low price of a share of common stock in the over-the-counter
market as reported by NASDAQ on November 29, 1995.
Page 1 of 27
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by the Company with the
Securities and Exchange Commission are incorporated by reference in
this Registration Statement:
(1) The Company's latest Annual Report on Form 10-K for the
fiscal year ended December 31, 1994;
(2) All other reports filed by the Company pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934
("Exchange Act") for periods since December 31, 1994;
(3) The Company's definitive Proxy Statement filed pursuant
to Section 14 of the Exchange Act in connection with the Company's
latest annual meeting of stockholders; and
(4) The "Description of Common Stock" set forth on page 35
of the Prospectus dated June 13, 1985, filed as part of Registration
Statement No. 2-47456, which Prospectus is incorporated by reference
in Registration Statement on Form 8-A filed with the Commission on
August 22, 1985.
All documents filed by the Company pursuant to Section 13,
14 or 15(d) of the Exchange Act after the date of this Registration
Statement and 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 and to be a part of this Registration
Statement and to be a part thereof from the date any such documents
are filed.
Item 4. Description of Securities
N/A
Item 5. Interest of Named Experts and Counsel
Legal matters in connection with the issuance of Roto-Rooter, Inc.
Common Stock offered hereby have been passed upon by Naomi C. Dallob,
2600 Chemed Center, 255 East Fifth Street, Cincinnati, Ohio 45202.
Ms. Dallob is Secretary and General Counsel, a director and a stockholder
of the Company.
II-1
Page 2 of 27
Item 6. Indemnification of Directors and Officers
The Certificate of Incorporation and By-laws of the Company,
and separate Indemnity Agreements, provide for the indemnification of
each director and officer of the Company in connection with any claim,
action, suit or proceeding brought or threatened by reason of his
position with the Company. In addition, the General Corporation Law
of the State of Delaware ("Delaware Law") permits the Company to
indemnify its directors, officers and others against judgments, fines,
amounts paid in settlement and attorneys' fees resulting from various
types of legal actions or proceedings if the actions of the party
being indemnified meet the standards of conduct specified in the
Delaware Law.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or
controlling persons of the Company pursuant to the provisions referred
to above or otherwise, the Company has been advised that in the
opinion of the Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable.
Item 7. Exemption from Registration Claimed
N/A
Item 8. Exhibits.
Page Number or
Incorporation
by Reference
Number
Under Item 601 File Number
Exhibit Regulation and
Number S-K Filing Date
_____________________________________________________________________
1 (4.1) Certificate of Form 10-K
Incorporation of Roto-Rooter, 3/27/92
Inc.
2 (4.2) 1995 Stock Incentive Plan 1995 Proxy
4/6/95
3 (4.3) Form of Option under 1995 E-2 through E-6
Stock Incentive Plan
4 (5) Opinion and Consent of E-7
Counsel
5 (23) Consent of Independent E-8
Accountants
6 (24) Powers of Attorney E-9 through E-22
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Page 3 of 27
Item 9. Undertakings.
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 and 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; (2) that, for
the purpose of determining any liability under the Securities Act of
1933, 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; 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.
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 section 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.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 ("Act") may be permitted to directors, officers
or controlling persons of the Company pursuant to the provisions
referred to above 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 in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person
against the Company 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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Page 4 of 27
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Cincinnati, State of Ohio, on the
5th day of December, 1995.
ROTO-ROOTER, INC.
By /s/ William R. Griffin
____________________________________
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities
and on the dates indicated.
Signature Title Date
/s/ William R. Griffin President and Chief Executive December 5, 1995
______________________ Officer and a Director
(Principal Executive Officer)
/s/ Brian A. Brumm Vice President, Treasurer and December 5, 1995
______________________ Chief Financial Officer and a
Director (Principal Financial
and Accounting Officer)
Edward L. Hutton* Thomas C. Hutton*
James A. Cunningham* Patrick L. Johnson*
Charles H. Erhart, Jr.* Sandra E. Laney*
Neal Gilliatt* Kevin J. McNamara* ---- DIRECTORS
Lawrence J. Gillis* Timothy S. O'Toole*
Douglas B. Harper* D. Walter Robbins, Jr.*
Will J. Hoekman* Jerome E. Schnee*
/s/ Naomi C. Dallob Secretary and General Counsel December 5, 1995
______________________ and a Director
________________
*Naomi C. Dallob signing her name hereto does sign this document
on behalf of each of the persons indicated above pursuant to powers of
attorney duly executed by such persons, filed with the Securities and
Exchange Commission.
/s/ Naomi C. Dallob, Attorney-in-Fact
____________________________________
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INDEX TO EXHIBITS
Page Number
or
Incorporation by Reference
Number
Under Item 601 File Number Sequentially
Exhibit Regulation and Previous Numbered
Number S-K Filing Date Exhibit Pages
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1 (4.1) Certificate of Form 10-K
Incorporation of 3/27/92
Roto-Rooter, Inc.
2 (4.2) 1995 Stock 1995 Proxy A
Incentive Plan 4/6/95
3 (4.3) Form of Option E-2 through E-6 Page 7
Under 1995 Stock through 11
Incentive Plan
4 (5) Opinion and Consent E-7 Page 12
Of Counsel
5 (23) Consent of E-8 Page 13
Independent Accountants
6 (24) Powers of Attorney E-9 through E-22 Page 14
through 27
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