As filed with the Securities and Exchange Commission on January 16, 2002
Registration No. __-__________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
RURAL/METRO CORPORATION
(Exact name of Registrant as Specified in Its Charter)
Delaware 86-0746929
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification Number)
8401 East Indian School Road
Scottsdale, Arizona 85251
(Address of Principal Executive Office)(Zip Code)
RURAL/METRO CORPORATION
Employee Stock Purchase Plan
(Full Title of the Plan)
JOHN S. BANAS, III
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
8401 East Indian School Road
Scottsdale, Arizona 85251
(Name and Address of Agent for Service)
(480) 994-3886
(Telephone Number, including Area Code, of Agent for Service)
This Registration Statement shall become effective immediately upon filing with
the Securities and Exchange Commission, and sales of the registered securities
will begin as soon as reasonably practicable after such effective date.
CALCULATION OF REGISTRATION FEE
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Proposed maximum Proposed maximum
Title of Securities Amount to be offering price per aggregate offering Amount of
to be Registered registered(1) share(2) price registration fee
- ------------------------------------------------------------------------------------------------------
Common Stock 1,000,000 $0.40 $400,000 $95.60
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(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the Employee Stock Purchase Plan
by reason of any stock dividend, stock split, recapitalization, or any
other similar transaction without receipt of consideration which results in
an increase in the number of outstanding shares of Common Stock of
Rural/Metro Corporation.
(2) Calculated solely for purposes of this offering under Rules 457(c) and
457(h) of the Securities Act of 1933, as amended, on the basis of the
average of the high and low sales prices for shares of Common Stock of
Rural/Metro Corporation on January 9, 2002.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
Rural/Metro Corporation (the "Registrant") hereby incorporates by reference into
this Registration Statement, pursuant to General Instruction E to Form S-8, the
contents of the Registration Statement on Form S-8 (No. 33-80454) filed with the
Securities and Exchange Commission (the "Commission") on June 17, 1994, the
Registration Statement on Form S-8 (No. 333-61412) filed with the Commission on
May 22, 2001, and amendments thereto.
ITEM 8. EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
------ -----------
4 Rural/Metro Corporation, Employee Stock Purchase Plan (as
amended through December 18, 2001)
5 Opinion and consent of Squire, Sanders & Dempsey, LLP
23.1 Consent of Arthur Andersen, LLP
23.2 Consent of Counsel (included in Exhibit 5)
24 Powers of Attorney
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 Scottsdale, state of Arizona, on January 16, 2002.
RURAL/METRO CORPORATION
By: /s/ Jack E. Brucker
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Jack E. Brucker
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints jointly and severally, Jack E. Brucker and John
S. Banas, III, and each of them, as his true and lawful attorney-in-fact and
agents, with full power of substitution and resubstitution, 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
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
connection therewith, as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents, or any of them, or their 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 on Form S-8 has been signed below by the following persons and in the
capacities and on the dates indicated:
Signature Title Date
--------- ----- ----
/s/ Jack E. Brucker President, Chief Executive Officer, and Director January 16, 2002
- --------------------------- (Principal Executive Officer)
Jack E. Brucker
/s/ Randall L. Harmsen Vice President of Finance (Principal Financial January 16, 2002
- --------------------------- and Accounting Officer)
Randall L. Harmsen
/s/ Cor J. Clement, Sr. Chairman of the Board of Directors January 16, 2002
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Cor J. Clement, Sr.
/s/ Louis G. Jekel Director January 16, 2002
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Louis G. Jekel
/s/ Mary Anne Carpenter Director January 16, 2002
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Mary Anne Carpenter
/s/ William C. Turner Director January 16, 2002
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William C. Turner
/s/ Henry G. Walker Director January 16, 2002
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Henry G. Walker
/s/ Louis A. Witzeman Director January 16, 2002
- ---------------------------
Louis A. Witzeman
INDEX TO EXHIBITS
PAGE OR
EXHIBIT METHOD
NUMBER DESCRIPTION OF FILING
- ------ ----------- ---------
4 Rural/Metro Corporation, Employee Stock Purchase Plan
(as amended through December 18, 2001) *
5 Opinion and consent of Squire, Sanders & Dempsey, LLP *
23.1 Consent of Arthur Andersen, LLP *
23.2 Consent of Counsel (included in Exhibit 5) See Exhibit 5
24 Powers of Attorney See Signature Page
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* Filed herewith.