As filed with the Securities and Exchange Commission on August 26, 1999
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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CARRIAGE SERVICES, INC.
(Exact name of registrant as specified in its charter)
Delaware 76-0423828
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1300 Post Oak Blvd., Suite 1500
Houston, Texas 77056
(Address of principal executive offices, including zip code)
1996 DIRECTORS' STOCK OPTION PLAN
1995 STOCK INCENTIVE PLAN
1996 STOCK OPTION PLAN
(Full title of the plan)
Melvin C. Payne
Chief Executive Officer
1300 Post Oak Blvd., Suite 1500
Houston, Texas 77056
(Name and address of agent for service)
(281) 556-7400
(Telephone number, including area code, of agent for service)
Copy to:
John T. Unger
Snell & Smith, P.C.
1000 Louisiana, Suite 1200
Houston, Texas 77002
CALCULATION OF REGISTRATION FEE
TITLE OF PROPOSED MAXIMUM PROPOSED MAXIMUM
SECURITIES TO BE AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
REGISTERED REGISTERED PER UNIT OFFERING PRICE(1) REGISTRATION FEE
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Class A Common Stock, 1,150,000 shares $10.59 $12,178,500 $3,385.62
$.01 par value
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(1) Calculated pursuant to Rule 457(h) under the Securities Act of 1933.
This registration statement is filed to register additional securities of
the same class as other securities for which a registration statement filed on
this form relating to the Registrant's 1996 Directors' Stock Option Plan, 1995
Stock Incentive Plan, and 1996 Stock Incentive Plan is effective. The contents
of the Registration Statements on Form S-8 (File No. 333-11435) and Form S-8
(File No. 333-49041) are incorporated herein by reference.
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Item 8. Exhibits.
Unless otherwise indicated below as being incorporated by reference to
another filing of the Company with the Commission, each of the following
exhibits is filed herewith:
3.1 Amended and Restated Certificate of Incorporation of the Company
(Incorporated by reference to Exhibit 3.1 to the Company's Annual
Report on Form 10-K for the Year Ended December 31, 1996).
3.2 Certificate of Amendment dated May 9, 1997 (Incorporated by reference
to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for
the quarter ended September 30, 1997).
3.3 Certificate of Decrease, reducing the authorized Series D Preferred
Stock (Incorporated by reference to Exhibit 10.3 to the Company's
Quarterly Report on Form 10-Q for the quarter ended September 30,
1997).
3.4 Certificate of Decrease, reducing the authorized Series F Preferred
Stock (Incorporated by reference to Exhibit 10.4 to the Company's
Quarterly Report on Form 10-Q for the quarter ended September 30,
1997).
3.5 Certificate of Elimination of Series F Preferred Stock (Incorporated
by reference to Exhibit 10.2 to the Company's Quarterly Report on
Form 10-Q for the quarter ended June 30, 1999).
3.6 Restated Bylaws of the Company (Incorporated by reference to Exhibit
3.2 to the Company's Registration Statement on Form S-1 (Registration
No.333-05545).
5.1 Opinion of Snell & Smith, A Professional Corporation.
10.1 Amendment No. 2 to 1995 Stock Incentive Plan.
10.2 Amendment No. 2 to 1996 Stock Option Plan.
10.3 Amendment No. 1 to 1996 Directors' Stock Option Plan.
10.4 Amendment No. 2 to 1996 Directors' Stock Option Plan.
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Snell & Smith, A Professional corporation (included in
Exhibit 5.1).
24.1 Powers of Attorney (included on the signature page to this
Registration Statement).
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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 Houston, State of Texas, on the 25th day of August,
1999.
CARRIAGE SERVICES, INC.
By /s/ MELVIN C. PAYNE
Melvin C. Payne
Chairman of the Board and
Chief Executive Officer
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KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Melvin C. Payne, Mark W. Duffey, and Thomas C.
Livengood or any one of them, his true and lawful attorney-in-fact and agent,
with full power of substitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
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 ratifying and confirming all that said attorney-in-fact and agent
or his substitute or substitutes may lawfully do or cause to be done by virtue
hereof.
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 25th day of August, 1999.
SIGNATURE TITLE
/s/ MELVIN C. PAYNE Chairman of the Board, Chief Executive
Melvin C. Payne Officer and Director (Principal Executive
Officer)
/s/ MARK W. DUFFEY President and Director
Mark W. Duffey
/s/ THOMAS C. LIVENGOOD Executive Vice President, Chief Financial
Thomas C. Livengood Officer and Secretary (Principal Financial
and Accounting Officer)
/s/ C. BYRON SNYDER Director
C. Byron Snyder
/s/ BARRY K. FINGERHUT Director
Barry K. Fingerhut
/s/ RONALD A. ERICKSON Director
Ronald A. Erickson
/s/ ROBERT D. LARRABEE Director
Robert D. Larrabee
/s/ STUART W. STEDMAN Director
Stuart W. Stedman
/s/ MARK F. WILSON Director
Mark F. Wilson
/s/ GREG M. BRUDNICKI Director
Greg M. Brudnicki
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EXHIBIT INDEX
Exhibit Page
3.1 Amended and Restated Certificate of Incorporation of the
Company (filed with the Commission as Exhibit 3.1 to the
Company's Annual Report on Form 10-K for the year
ended December 31, 1996 , and incorporated herein by
reference).
3.2 Certificate of Amendment dated May 9, 1997 (Incorporated
by reference to Exhibit 10.2 to the Company's Quarterly
Report on Form 10-Q for the quarter ended September 30, 1997).
3.3 Certificate of Decrease, reducing the authorized Series D
Preferred Stock (Incorporated by reference to Exhibit 10.3
to the Company's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1997).
3.4 Certificate of Decrease, reducing the authorized Series F
Preferred Stock (Incorporated by reference to Exhibit 10.4
to the Company's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1997).
3.5 Certificate of Elimination of Series F Preferred Stock
(Incorporated by reference to Exhibit 10.2 to the Company's
Quarterly Report on Form 10-Q for the quarter ended June 30, 1999).
3.6 Restated Bylaws of the Company (filed with the
Commission as Exhibit 3.2 to the Company's
Registration Statement on Form S-1 (registration
No. 333-05545) and incorporated herein by
reference).
5.1 Opinion of Snell & Smith, A Professional Corporation. 6
10.1 Amendment No 2 to 1995 Stock Incentive Plan. 7
10.2 Amendment No 2 to 1996 Stock Option Plan. 8
10.3 Amendment No. 1 to 1996 Directors' Stock Option Plan 9
10.4 Amendment No. 2 to 1996 Directors' Stock Option Plan 11
23.1 Consent of Arthur Andersen LLP 12
23.2 Consent of Snell & Smith, A Professional Corporation
(included in Exhibit 5.1).
24.1 Powers of Attorney (included on the signature page to this
Registration Statement).
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