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As filed with the Securities and Exchange Commission on September 4, 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
Employee Stock Purchase Plan
(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
(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 MAXIMUM
TITLE OF SECURITIES TO BE AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
REGISTERED REGISTERED SHARE PRICE REGISTRATION FEE
- ---------------------------------------------------------------------------------------------------------------
Common Stock, $.01 par value per
share 300,000(1) $ 7.00 (2) $ 2,100,000 $ 619.50
===============================================================================================================
(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 September 3, 1998.
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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 and amendments thereto:
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 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 8. Exhibits
Sequential
Exhibit Number Exhibit Page No.
- -------------- ------- --------
5 Opinion and consent of O'Connor, Cavanagh, Anderson,
Killingsworth & Beshears, a professional association.
10.36 Employee Stock Purchase Plan of Registrant, as
amended through November 20, 1997.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of O'Connor, Cavanagh, Anderson,
Killingsworth & Beshears, P.A. is contained in
Exhibit 5.
24 Power of Attorney. Reference is made to page II.3
of this Registration Statement.
II.1
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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.
II.2
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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 August 31, 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 on Form S-8 has been signed below by the following
persons and in the capacities and on the dates indicated:
SIGNATURE POSITION DATE
--------- -------- ----
/s/ John B. Furman Acting President and Chief August 31, 1998
- ------------------ Executive Officer
John B. Furman (Principal Executive Officer)
/s/ Robert T. Edwards Executive Vice President and Director August 31, 1998
- ---------------------
Robert T. Edwards
/s/ Mark E. Liebner Senior Vice President, Chief Financial August 31, 1998
- ------------------- Officer and Treasurer (Principal
Mark E. Liebner Financial Officer)
/s/ Robert E. Ramsey Senior Vice President and Director August 31, 1998
- --------------------
Robert E. Ramsey
/s/ Dean P. Hoffman Vice President, Financial Services August 31, 1998
- ------------------- (Principal Accounting Officer)
Dean P. Hoffman
/s/ James H. Bolin Director August 31, 1998
- ------------------
James H. Bolin
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/s/ Cor J. Clement Director August 31, 1998
- ------------------
Cor J. Clement
/s/ Mary Anne Carpenter Director August 31, 1998
- -----------------------
Mary Anne Carpenter
/s/ Louis G. Jekel Director August 31, 1998
- ------------------
Louis G. Jekel
/s/ William C. Turner Director August 31, 1998
- ---------------------
William C. Turner
/s/ Henry G. Walker Director August 31, 1998
- -------------------
Henry G. Walker
/s/ Louis a. Witzeman Director August 31, 1998
- ---------------------
Louis A. Witzeman
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Exhibit Index
Exhibit
No. Description
- ------- -----------
5 Opinion and consent of O'Connor, Cavanagh, Anderson,
Killingsworth & Beshears, a professional association.
10.36 Employee Stock Purchase Plan of Registrant, as
amended through November 20, 1997.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of O'Connor, Cavanagh, Anderson,
Killingsworth & Beshears, P.A. is contained in
Exhibit 5.
24 Power of Attorney. Reference is made to page II.3
of this Registration Statement.