Registration No.
----------
---------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------------------------------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------------------------------------------------
NATIONAL SANITARY SUPPLY COMPANY
(Exact name of issuer as specified in its Charter)
Delaware 31-1079482
(State of Incorporation) (I.R.S. Employer Identification No.)
2900 Chemed Center, 255 East Fifth Street, Cincinnati, OH 45202
(Address of Principal Executive Offices) (Zip Code)
---------------------------------------------------------------
THE NATIONAL SANITARY SUPPLY COMPANY
EMPLOYEES THRIFT AND PROFIT SHARING PLAN
(Full Title of the Plan)
---------------------------------------------------------------
Naomi C. Dallob, Esq.
Secretary and General Counsel
National Sanitary Supply Company
2900 Chemed Center
255 East Fifth Street
Cincinnati, Ohio 45202
(513) 762-6500
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
- ------------------------------------------------------------------------------
Exhibit Index at page 3
- -------------------------------------------------------------------------------
CALCULATION OF REGISTRATION FEE
Title of Amount to be Proposed Maximum Proposed Maximum Amount of
Securities Registered Offering Price Offering Price* Registration
to be Share* Price* Fee Fee
Registered
Common Stock, 150,000 $12.375 $1,856,250 $640.09
$1.00 par value
- -------------------------------------------------------------------------------
Approximate date of proposed commencement of sales hereunder: As soon as
practicable after the effective date of this Registration Statement. In
addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the plan described herein.
* Estimated solely for the purpose of calculating registration fee. Based
pursuant to Rule 457(c) and 457(f)(1), on the average of the high and low
prices of the common stock of National Sanitary Supply Company on the
Nasdaq National Market on September 28, 1994, a date within 5 days of the
date on which this Registration Statement is filed.
PART I
INFORMATION REQUESTED IN THE SECTION 10(a) PROSPECTUS
The information specified in Part I of Form S-8 is set forth in a single
document, entitled "Prospectus," which constitutes a part of the Section 10(a)
Prospectus to which this Registration Statement relates but which is not filed
herewith.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
- -------- ----------------------------------------
National Sanitary Supply Company (the "Registrant") hereby states that the
documents listed in (a) through (e) below are incorporated by reference in this
Registration Statement, and further states that all documents subsequently filed
by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, 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 such documents.
(a) The Registrant's Annual Report on Form 10-K for the year ended
December 31, 1993.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities and Exchange Act since December 31, 1993.
(c) The Registrant's Form 11-K filed concurrently herewith.
(d) The Registrant's Proxy Statement filed pursuant to Section 14 of the
Exchange Act in connection with the Company's latest annual meeting
of stockholders.
(e) The description of the Registrant's Common Stock set forth on page
29 of the Prospectus dated June 17, 1986, filed as part of
Registration No. 33-5604.
Item 4. Description of Securities.
- -------- --------------------------
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
- ------- ---------------------------------------
Legal matters in connection with the issuance of the Company's Common Stock
offered hereby have been passed upon by Naomi C. Dallob, Esq., 2600 Chemed
Center, 255 East Fifth St., Cincinnati, Ohio 45202. Ms. Dallob is Secretary
and General Counsel, a director and a stockholder of the Company.
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 or her 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.
- ------- ------------------------------------
Not Applicable.
Item 8. Exhibits.
- ------- ---------
Page No. or Incorporation By Reference
--------------------------------------
Exhibit No. Description File Number and Filing Date
- ----------- ----------- ---------------------------
3.(i)(a) Certificate of Incorporation of Chemed S-1 Registration
Supply, Inc., dated September 19, 1983 No. 33-5604, 5/12/86
3.(i)(b) Certificate of Merger of La-Ru Truck S-1 Registration
Rental Company, Inc. into Chemed Supply, No. 33-5604, 5/12/86
Inc., dated November 15, 1983.
3.(i)(c) Certificate of Amendment of the Certificate Form 10-Q
of Incorporation, as amended, of National 3/28/94
Sanitary Supply Company, dated July 13, 1987.
3.(ii) Amended and Restated By-Laws of the Company Form 10-K
as of November 3, 1993. 3/28/94
4.1 National Sanitary Supply Company Employees Filed Herewith
Thrift and Profit Sharing Plan
4.2 Trust Agreement of the Thrift and Profit Filed Herewith
Sharing Plan.
5 Opinion letter as to legality of the Filed Herewith
securities being registered.
23 Consent of Price Waterhouse, L.L.P., Filed Herewith
independent certified public accountants.
24 Powers of Attorney. Filed Herewith
- -------------------------------
Registrant undertakes to submit to the Plan and any amendment thereto to the
Internal Revenue Service in a timely manner and will make all changes it
requires in order to qualify the Plan.
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 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.
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 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 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 and
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 Act 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
Act and will be governed by the final adjudication of such issue.
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 September 27, 1994.
NATIONAL SANITARY SUPPLY COMPANY
By: /s/ Paul C. Voet
--------------------------------
Paul C. Voet, 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/ Edward L. Hutton
- --------------------------- Chairman and a Director September 27, 1994
Edward L. Hutton (Principal Executive Officer)
/s/ Paul C. Voet
- --------------------------- President & Chief Executive September 27, 1994
Paul C. Voet Officer and a Director
(Principal Executive Officer)
/s/ Gary H. Sander
- --------------------------- Vice President, Treasurer September 27, 1994
Gary H. Sander Chief Financial Officer, and
a Director
(Principal Accounting &
Financial Officer)
DIRECTORS:
Arthur J. Bennert, Jr. *
James A. Cunningham * Thomas C. Hutton *
Naomi C. Dallob * Charles O. Lane *
Charles H. Erhart, Jr. * Sandra E. Laney *
Robert B. Garber Kevin J. McNamara *
N. Gilliatt * Timothy S. O'Toole *
J. Peter Grace * D. Walter Robbins, Jr. *
Will J. Hoekman * Jerome E. Schnee *
Anthony C. Hutton * Kenneth F. Vuylsteke *
* Naomi C. Dallob, General Counsel and Secretary of the Company, by signing
her name hereto signs this document on behalf of each of the persons indicated
above pursuant to powers of attorney duly executed by such persons and filed
with the Securities and Exchange Commission.
September 27, 1994 /s/ Naomi C. Dallob
- ------------------ -------------------------------------
Date Naomi C. Dallob
(Attorney-in-Fact and a Director)
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following members of the
National Sanitary Supply Company Employees Thrift and Profit Sharing Plan
Administration Committee on the date indicated.
Signature Title Date
- --------- ----- ----
/s/ Rose Rinard
- -------------------------- Member September 27, 1994
Rose Rinard
/s/ Gary H. Sander
- ------------------------- Member September 27, 1994
Gary H. Sander
/s/ David J. Lohbeck
- ------------------------- Member September 27, 1994
David J. Lohbeck
/s/ Michael G. Moncrief
- ------------------------- Member September 27, 1994
Michael G. Moncrief
/s/ Thomas Cruz
- ------------------------ Member September 27, 1994
Thomas Cruz
Index to Exhibits
Page No. or Incorporation By Reference
--------------------------------------
Exhibit No. Description File Number and Filing Date
- ----------- ----------- ---------------------------
3.(i)(a) Certificate of Incorporation of Chemed S-1 Registration
Supply, Inc., dated September 19, 1983 No. 33-5604, 5/12/86
3.(i)(b) Certificate of Merger of La-Ru Truck S-1 Registration
Rental Company, Inc. into Chemed Supply No. 33-5604, 5/12/86
Inc., dated November 15, 1983.
3.(i)(c) Certificate of Amendment of the Certificate Form 10-Q
of Incorporation, as amended, of National 3/28/94
Sanitary Supply Company, dated July 13, 1987.
3.(ii) Amended and Restated By-Laws of the Form 10-K
company as of November 3, 1993. 3/28/94
4.1 National Sanitary Supply Company Employees Filed Herewith
Thrift and Profit Sharing Plan
4.2 Trust Agreement of the Thrift and Profit Filed Herewith
Sharing Plan.
5 Opinion letter as to legality of the Filed Herewith
securities being registered.
23 Consent of Price Waterhouse, L.L.P., Filed Herewith
independent certified public accountants.
24 Powers of Attorney. Filed Herewith