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As filed with the Securities and Exchange Commission on August 31, 1998
Registration No. 333 -________
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 Offices)(Zip Code)
RURAL/METRO CORPORATION
Retirement Savings Value Plan 401(k)
(Full Title of the Plan)
John B. Furman
Acting President and Chief Executive Officer
RURAL/METRO CORPORATION
8401 East Indian School Road, Scottsdale, Arizona 85251
(602) 994-3886
(Name, Address, and 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
==================================================================================================================
PROPOSED PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES TO BE AMOUNT TO BE MAXIMUM AGGREGATE REGISTRATION
REGISTERED REGISTERED(1) OFFERING PRICE OFFERING FEE
PER PRICE
SHARE(2)
==================================================================================================================
Common Stock 500,000 Shares $ 7.594 $ 3,797,000 $ 1,120.12
==================================================================================================================
(1) Estimated maximum aggregate number of shares of Rural/Metro Corporation
Common Stock to be issued pursuant to matching contributions made by the
Company under the Plan during the next two years.
(2) Calculated for purposes of this offering under Rules 457(c) and 457(h) of
the Securities Act of 1933, as amended, using the average of the high and
low sales prices for the Common Stock of Rural/Metro Corporation on August
27, 1998.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
Rural/Metro Corporation (the "Company") hereby incorporates by
reference into this Registration Statement the following documents previously
filed with the Securities and Exchange Commission (the "Commission"):
(a) The Company's latest annual report filed pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934, as amended (the
"1934 Act"), or the latest prospectus filed pursuant to the
Securities Act of 1933, as amended (the "Securities Act"), that
contains audited financial statements for the Company's latest
fiscal year for which such statements have been filed;
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
1934 Act since the end of the fiscal year covered by the document
referred to in (a) above; and
(c) The description of the Company's Capital Stock contained in the
Company's Registration Statement on Form 8-A/A (No. 0-22056) filed
with the Commission on February 2, 1995, including any amendments or
reports filed for the purpose of updating such description.
All reports and definitive proxy or information statements filed
pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 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 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.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
The Company's amended and restated Bylaws require the Company
to indemnify its directors, officers, employees, and agents to the fullest
extent permitted by the Delaware General Corporation Law, including those
circumstances in which indemnification would otherwise be discretionary, except
that the Company will not be obligated to indemnify any such person (i) with
respect to proceedings, claims, or actions initiated or brought voluntarily by
any such person and not by way of defense; (ii) for any amounts paid in
settlement of an action indemnified against by the Company without the proper
written consent of the Company; or (iii) in connection with any event in which
the person did not act in good faith and in a manner reasonably believed to be
in, or not opposed to, the best interests of the Company. In addition, the
Company has entered or will enter into Indemnity Agreements with each of its
directors and officers providing for indemnification of and advancement of
expenses to the directors and officers to the fullest extent permitted by law
except (a) if and to the extent that payment is made to the indemnitee under an
insurance policy or otherwise; (b) if and to the extent that a claim is decided
adversely based on or attributable to the indemnitee gaining any personal profit
or advantage to which the indemnitee was not legally entitled; (c) if and to the
extent that the indemnifiable event constituted or arose out of the indemnitee's
willful misconduct or gross negligence; or (d) if and to the extent that the
proceeding is initiated by the indemnitee against
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the Company or any of its officers or directors, unless the Company has
consented to or joined in the initiation of the proceeding. The Delaware General
Corporation Law contains an extensive indemnification provision that permits a
corporation to indemnify any person who is or was a party or is threatened to be
made a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, by reason of the fact
that he or she 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, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him or her in connection with such action, suit or proceeding if he
or she acted in good faith and in a manner he or she 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 or her
conduct was unlawful.
The Company's Second Restated Certificate eliminates the
personal liability of the directors of the Company to the Company or its
stockholders for monetary damages for breach of their duty of care except to the
extent that such exemption from liability or limitation thereof is not permitted
under the Delaware General Corporation Law. The Delaware General Corporation Law
prohibits a corporation from eliminating or limiting the liability of a director
(i) for any breach of the director's duty of loyalty to the corporation or its
stockholders; (ii) for acts or omissions not in good faith or that involve
intentional misconduct or a knowing violation of law; (iii) for liability under
Section 174 of the Delaware General Corporation Law (relating to certain
unlawful dividends, stock purchases or stock redemptions); or (iv) for any
transaction from which the director derived any improper personal benefit.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
Exhibit
Number Exhibit
------ -------
5 Opinion and Consent of O'Connor, Cavanagh, Anderson,
Killingsworth & Beshears, P.A.
10.21 Retirement Savings Value Plan 401(k), as amended, dated July
1, 1990(1)
23.1 Consent of Independent Public Accountants - Arthur Andersen
LLP
23.2 Consent of O'Connor, Cavanagh, Anderson, Killingsworth &
Beshears, P.A. is contained in Exhibit 5
24 Power of Attorney (included on page II.4 of this Registration
Statement)
- -------------------
(1) Incorporated by reference to the Registration Statement on Form S-1 of the
Registrant (Registration No. 33-63448) filed May 27, 1993 and declared effective
July 15, 1993.
The Company will submit or has submitted the Plan and any amendment thereto to
the Internal Revenue Service (the "IRS") in a timely manner and has made or will
make all changes required by the IRS to qualify the Plan.
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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 that is incorporated by reference into 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 or 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 Securities 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
Securities 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, 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 this 27th day of
August, 1998.
RURAL/METRO CORPORATION
By: /s/ Dean P. Hoffman
-----------------------------------
Dean P. Hoffman
Vice President, Financial Services
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints jointly and severally, Mark E. Liebner
and Dean P. Hoffman 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 has been signed by the following persons in the
capacities and on the dates indicated:
SIGNATURE POSITION DATE
--------- -------- ----
/s/ John B. Furman Acting President and Chief August 27, 1998
- ------------------------ Executive Officer
John B. Furman (Principal Executive Officer)
/s/ Robert T. Edwards Executive Vice President August 27, 1998
- ------------------------
Robert T. Edwards
/s/ Mark E. Liebner Senior Vice President, Chief Financial August 27, 1998
- ------------------------ Officer and Treasurer (Principal
Mark E. Liebner Financial Officer)
/s/ Robert E. Ramsey Senior Vice President and Director August 27, 1998
- ------------------------
Robert E. Ramsey
/s/ Dean P. Hoffman Vice President, Financial Services August 27, 1998
- ------------------------- (Principal Accounting Officer)
Dean P. Hoffman
/s/James H. Bolin Director August 27, 1998
- ------------------------
James H. Bolin
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/s/ Cor J. Clement Director August 27, 1998
- ------------------------
Cor J. Clement
/s/ Mary Anne Carpenter Director August 27, 1998
- ------------------------
Mary Anne Carpenter
/s/ Louis G. Jekel Director August 27, 1998
- ------------------------
Louis G. Jekel
/s/ William C. Turner Director August 27, 1998
- ------------------------
William C. Turner
/s/ Henry G. Walker Director August 27, 1998
- ------------------------
Henry G. Walker
/s/ Louis A. Witzeman Director August 27, 1998
- ------------------------
Louis A. Witzeman
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