As filed with the Securities and Exchange Commission on April 23, 1996
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MATRIX SERVICE COMPANY
(Exact name of registrant as specified in its charter)
Delaware 73-1352174
(State or other jurisdiction of (I.R.S.Employer
incorporation or organization) Identification No.)
10701 East Ute Street
Tulsa, Oklahoma 74116
(Address of Principal Executive Offices) (Zip Code)
MATRIX SERVICE COMPANY
1995 NONEMPLOYEE DIRECTORS' STOCK OPTION PLAN
(Full title of the plan)
C. William Lee
10701 East Ute Street
Tulsa, Oklahoma 74116
(918) 838-8822
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Title of securities to Amount to Proposed maximum
be registered be registered offering price per share
- ---------------------- ----------------------- ------------------------
Common Stock, 250,000 $6.75 (1)
par value $0.01 per share
Proposed maximum
aggregate offering price Amount of registration fee
- ------------------------ --------------------------
$1,687,500 (1) $582.00 (1)
(1) Estimated solely for the purpose of calculating the registration fee,
based upon the average of the high and low prices of a share of the Company's
Common Stock on the NASDAQ National Market System on April 17, 1996 pursuant
to Rule 457(c).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
Matrix Service Company ("the Company") incorporates herein by reference the
following documents as of their respective dates as filed with the Securities
and Exchange Commission (the "Commission"):
(1) The Company's Annual Report on Form 10-K for the fiscal year ended May
31, 1995;
(2) The Company's Quarterly Reports on Form 10-Q for the quarters ended
August 31, 1995, November 30, 1995 and February 29, 1996; and
(3) The description of the Company's common stock, par value $0.01 per share
(the "Common Stock"), contained in Post-Effective Amendment No. 1 to the
Company's Registration Statement on Form 8-A which was filed with the
Commission on September 28, 1990 pursuant to Section 12 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act").
All documents filed by the Company pursuant to Sections 13(a), 13(e), 13(c),
14 and 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 hereby have been sold or which deregisters all such
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.
Item 4. Description of Securities.
The information required by Item 4. is not applicable to this Registration
Statement since the class of securities to be offered is registered under
Section 12 of the Exchange Act.
Item 5. Interests of Named Experts and Counsel.
The information required by Item 5. is not applicable to this Registration
Statement.
Item 6. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law, inter alia, empowers a Delaware
corporation to 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 (other than an action by or in the right of the corporation) by
reason of the fact that such person 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, employee or agent of another corporation
or other enterprise, against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by him
in connection with such action, suit or proceeding if he acted in good faith
and in a manner he 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 conduct was unlawful.
Similar indemnity is authorized for such persons against expenses (including
attorney fees') actually and reasonably incurred in connection with the
defense or settlement of any such threatened, pending or completed action or
suit if such person acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the corporation, and provided
further that (unless a court of competent jurisdiction otherwise provides)
such person shall not have been adjudged liable to the corporation. Any such
indemnification may be made only as authorized in each specific case upon a
determination by the stockholders or disinterested directors or by independent
legal counsel in a written opinion that indemnification is proper because the
indemnitee has met the applicable standard of conduct.
Section 145 further authorizes a corporation to purchase and maintain
insurance on behalf of any person who 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, employee or agent of another corporation
or enterprise, against any liability asserted against him and incurred by him
in any such capacity, or arising out of his status as such, whether or not
the corporation would otherwise have the power to indemnify him under Section
145. The Company maintains policies insuring its officers and directors
against certain liabilities for actions taken in such capacities, including
liabilities under the Securities Act of 1933.
Article IX of the Company's Bylaws provides for indemnification of the
directors and officers of the Company to the full extent permitted by law, as
now in effect or later amended.
Article XII of the Company's Restated Certificate of Incorporation provides
that the Company shall, to the full extent permitted under Section 145 of the
Delaware law, indemnify all persons whom the Company may indemnify pursuant
thereto.
Article X of the Company's Restated Certificate of Incorporation limited
under certain circumstances the liability of the Company's directors for a
breach of their fiduciary duty as directors. These provisions do not
eliminate the liability of a director (i) for a breach of the director's duty
of loyalty to the Company or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation
of law, (iii) under Section 174 of the Delaware General Corporation Law
(relating to the declaration of dividends and purchase or redemption of shares
in violation of the Delaware General Corporation Law) or (iv) for any
transaction from which the director derived an improper personal benefit.
Item 7. Exemption from Registration Claimed.
The information required by Item 7. is not applicable to this Registration
Statement.
Item 8. Exhibits.
Exhibit
Number Description
------- -----------
4.1 Restated Certificate of Incorporation of Matrix Service
Company (filed as Exhibit 3.1 to the Company's Registration
Statement on Form S-1 (File No. 33-36081), as amended, and
incorporated herein by reference)
4.2 Bylaws of Matrix Service Company, as amended (filed as
Exhibit 3.2 to the Company's Registration Statement on Form
S-1 (File No. 33-36081), as amended, and incorporated herein
by reference)
4.3* Matrix Service Company 1995 Nonemployee Directors' Stock
Option Plan
4.4* Form of Stock Option Agreement for general use under the
1995 Nonemployee Directors' Stock Option Plan
5.1* Opinion of Counsel
23.1* The consent of counsel is included in the opinion filed as
Exhibit 5.1 to this Registration Statement
23.2* Consent of Ernst & Young.
24* Power of Attorney (set forth on the signature page contained
in Part II of this Registration Statement)
* Filed with this Registration Statement
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 of 1933;
(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 this 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 this Registration
Statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference 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 15(d) of
the Securities Exchange Act of 1934 that is incorporated by reference
in this 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 Tulsa, State of Oklahoma, on the 10th day of
April, 1996.
Matrix Service Company
By: /S/ DOYL D. WEST
Doyl D. West
President and Chief Executive Officer