As filed with the Securities and Exchange Commission on December 17, 2001
Post-effective Amendment No. 1 to Registration No. 333-53163
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________
Post Effective Amendment No. 1 to
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
___________________
ARAMARK CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Delaware 23-3086414
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
ARAMARK Tower
1101 Market Street
Philadelphia, Pennsylvania
(215) 238-3000
(Address, including zip code, of Registrant's principal executive office)
___________________
Combined Stock Ownership Plan
for Employees
(Full title of the Plan)
___________________
The Corporation Trust Company
1209 Orange Street
Wilmington, Delaware 19801
(302) 658-7581
(Name, address, including zip code, and telephone number, including area code,
of Registrant's agent for service)
___________________
Copies to:
Vincent Pagano, Esq. Bart J. Colli, Esq.
Arthur D. Robinson, Esq. ARAMARK Corporation
Simpson Thatcher & Bartlett ARAMARK Tower
425 Lexington Avenue 1101 Market Street
New York, New York 10017 Philadelphia, Pennsylvania 19107
(212) 455-2000 (215) 238-3000
Pursuant to Rule 416(c) under the Securities Act of 1933, as amended, this Post
Effective Amendment also covers an indeterminate amount of interests to be
offered or sold pursuant to the Combined Stock Ownership Plan for Employees.
PART I
ARAMARK Corporation (the "Company or the "Registrant") is the renamed
successor company of a merger of ARAMARK Corporation ("Old ARAMARK") with and
into the Registrant. Pursuant to Rule 414(d) under the Securities Act of 1933,
as amended, the Registrant hereby expressly adopts as its own, for all purposes
of the Securities Act of 1933, as amended, (the "Act") and the Securities
Exchange Act of 1934, as amended, (the "Exchange Act") Registration Statement
No. 333-53163 previously filed by Old ARAMARK.
All information required by Part I to be contained in the prospectus is
omitted from this Registration Statement in accordance with Rule 428 under the
Securities Act of 1933, as amended.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by ARAMARK Corporation (the "Company" or
"Registrant") with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), are hereby incorporated by reference in this Registration Statement:
1. Our Annual Report on Form 10-K for fiscal 2001, filed with the
Securities and Exchange Commission on November 29, 2001 (File No.
001-08827).
2. Our report on Form 8-K, filed with the Securities and Exchange
Commission on December 10, 2001 (File No. 001-8827).
3. The descriptions of the Company's share capital contained in the
Registrant's Registration Statements on Form 8-A filed with the
Commission under Section 12(g) and Section 12(b) of the Exchange Act
on November 15, 2001 and on December 5, 2001, respectively, (File No.
000-33349 and File No. 001-16807), including any amendment or report
filed for the purpose of updating such descriptions.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
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 to this Registration
Statement indicating that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof 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 so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
Item 4. Description of Securities.
The shares of Class A-1, Class A-2, Class A-3, Class B-1, Class B-2 and
Class B-3 Common Stock (the Class A-1, Class A-2 and Class A-3 Common Stock and
the Class B-1, Class B-2 and Class B-3 Common Stock shall hereinafter
collectively be referred to as the "Common Stock") and the right to
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purchase one share of Series C Preferred Stock associated with each share of
Common Stock are registered under Section 12(g) of the Exchange Act. The shares
of Class B Common Stock and the right to purchase one share of Series C
Preferred Stock associated with each share of Class B Common Stock are
registered under Section 12(b) of the Exchange Act.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Delaware General Corporation Law authorizes corporations to limit
or eliminate the personal liability of directors to corporations and their
stockholders for monetary damages for breaches of directors' fiduciary duties.
Our certificate of incorporation includes a provision that eliminates the
personal liability of directors for monetary damages for actions taken as a
director, except for liability:
. for breach of duty of loyalty;
. for acts or omissions not in good faith or involving intentional
misconduct or knowing violation of law;
. under Section 174 of the Delaware General Corporation Law
(unlawful dividends); or
. for transactions from which the director derived improper personal
benefit.
The certificate of incorporation of the Registrant provides that the
Registrant must indemnify its directors and officers to the fullest extent
authorized by the Delaware General Corporation Law. The Registrant is also
expressly authorized to carry directors' and officers' insurance providing
indemnification for its directors, officers and certain employees for some
liabilities. The Registrant believes that these indemnification provisions and
insurance are useful to attract and retain qualified directors and executive
officers.
Item 7. Exemption from Registration Claimed.
None.
Item 8. Exhibits
10.1 Combined Stock Ownership Plan for Employees
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Arther Andersen LLP
Item 9. Undertakings.
The undersigned Registrant hereby undertakes:
(a) (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 (the "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,
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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 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 (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
Company pursuant to Section 13 or Section 15(d) of the Exchange Act that
are incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the Act, 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 hereby which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Act, each filing of the registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange
Act that is incorporated by reference in this Registration Statement shall
be deemed to be a new registration statement relating to the securities
offered herein, 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 Act 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant certifies that it has reasonable grounds to believe that it meets all
the requirements for filing on Form S-8 and has duly caused this Post-Effective
Amendment No. 1 to the Registration Statement on Form S-8 to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of
Philadelphia, Commonwealth of Pennsylvania, on December 17, 2001.
ARAMARK Corporation
By___________________________________
Name: L. Frederick Sutherland
Title: Executive Vice President, Chief
Financial Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose name appears
below hereby appoints Joseph Neubauer, L. Frederick Sutherland, Bart J. Colli
and Donald S. Morton, and each of them, as his true and lawful agent, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to execute any and all amendments to the
within registration statement, including post-effective amendments, and to sign
any and all registration statements relating to the same offering of securities
as this registration statement that are filed pursuant to Rule 462(b) of the
Securities Act of 1933, as amended, and to file the same, together with all
exhibits thereto, with the Securities and Exchange Commission, granting unto
each said attorney-in-fact and agent, full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that each said attorney-in-fact and
agent may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Post-Effective No. 1 to the registration statement on Form S-8 has been
signed below by the following persons in the capacities and on the dates
indicated.
Name Title Date
---- ----- ----
/s/ Joseph Neubauer
______________________________ Chairman and Director December 17, 2001
Joseph Neubauer (Principal Executive Officer)
/s/ L. Frederick Sutherland
______________________________ Executive Vice President, December 17, 2001
L. Frederick Sutherland Chief Financial Officer
(Principal Financial Officer)
/s/ John M. Lafferty
______________________________ Senior Vice President, December 17, 2001
John M. Lafferty Controller and Chief
Accounting Officer (Principal
Accounting Officer)
/s/ Lawrence T. Babbio, Jr.
______________________________ Director December 17, 2001
Lawrence T. Babbio, Jr.
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Name Title Date
---- ----- ----
/s/ Patricia C. Barron
__________________________________ Director December 17, 2001
Patricia C. Barron
/s/ Robert J. Callander
__________________________________ Director December 17, 2001
Robert J. Callander
/s/ Leonard S. Coleman, Jr.
__________________________________ Director December 17, 2001
Leonard S. Coleman, Jr.
/s/ Ronald R. Davenport
__________________________________ Director December 17, 2001
Ronald R. Davenport
/s/ Edward G. Jordan
__________________________________ Director December 17, 2001
Edward G. Jordan
/s/ Thomas H. Kean
__________________________________ Director December 17, 2001
Thomas H. Kean
/s/ James E. Ksansnak
__________________________________ Director December 17, 2001
James E. Ksansnak
/s/ James E. Preston
__________________________________ Director December 17, 2001
James E. Preston
/s/ Karl M. von der Heyden
__________________________________ Director December 17, 2001
Karl M. von der Heyden
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INDEX TO EXHIBITS
Exhibit
Number Description
10.1 Combined Stock Ownership Plan for Employees
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Arthur Andersen LLP