Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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PIERCE LEAHY CORP.
(Exact name of registrant as specified in its charter)
PENNSYLVANIA 23-2588479
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
631 PARK AVENUE, KING OF PRUSSIA, PENNSYLVANIA 19406
(Address of principal executive offices) (Zip Code)
PIERCE LEAHY CORP. PROFIT SHARING/401(K) PLAN
(Full title of the plans)
DOUGLAS B. HUNTLEY, CHIEF FINANCIAL OFFICER
PIERCE LEAHY CORP.
631 PARK AVENUE
KING OF PRUSSIA, PENNSYLVANIA 19406
(Name and address of agent for service)
(610) 992-8200
(Telephone number, including area code, of agent for service)
COPY TO:
RICHARD J. BUSIS, ESQUIRE
COZEN AND O'CONNOR
1900 MARKET STREET
PHILADELPHIA, PA 19103
(215) 665-2000
CALCULATION OF REGISTRATION FEE
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Proposed
Maximum Proposed
Title of Aggregate Maximum
Securities Amount Offering Aggregate Amount Of
To Be To Be Price Per Offering Registration
Registered Registered(1)(2)(3) Share(1) Price(1) Fee(1)
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Common Stock, 200,000 $24.875 $4,975,000 $1,383.05
$.01 par value
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(1) Calculated pursuant to Rule 457(c) and (h) under the Securities Act of
1933, based upon the average of the high and low prices reported on the New
York Stock Exchange of the Registrant's Common Stock on December 23, 1998.
(2) Pursuant to Rule 416 under the Securities Act of 1933, as amended, this
Registration Statement also covers such additional shares as may
hereinafter be offered or issued to prevent dilution resulting from stock
splits, stock dividends, recapitalizations or certain other capital
adjustments.
(3) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
amended, this Registration Statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan
described herein.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by Pierce Leahy Corp. (the "Registrant") with
the Securities and Exchange Commission (the "Commission") pursuant to the
Securities Act of 1933, as amended (the "Securities Act"), or the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), as applicable, are
incorporated into this Registration Statement by reference:
(a) The Registrant's Annual Report on Form 10-K for the year ended
December 31, 1997.
(b) The Registrant's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1998.
(c) The Registrant's Current Report on Form 8-K dated April 7, 1998.
(d) The Registrant's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1998.
(e) The Registrant's Current Report on Form 8-K dated July 2, 1998.
(f) The Registrant's Quaterly Report on Form 10-Q for the quater ended
September 30, 1998.
(g) The description of the Registrant's shares of Common Stock contained
in its Registration Statement on Form 8-A dated May 27, 1997,
including all amendments and reports filed for the purpose of updating
such description.
All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14
and 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
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 in this Registration Statement and to be a part hereof
from the date of filing of such documents. Any statement contained in a
document incorporated by reference herein shall be deemed to be modified or
superseded for purposes hereof to the extent that a statement contained herein
(or in any subsequently filed document which also is incorporated by reference
herein) modifies or supersedes such statement. Any statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part hereof.
Experts
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The consolidated financial statements and schedules of Pierce Leahy Corp.
as of December 31, 1996 and 1997, and for each of the three years in the period
ended December 31, 1997, incorporated by reference in this Registration
Statement have been audited by Arthur Andersen LLP, independent public
accountants, as indicated in their reports with respect thereto, and are
included herein in reliance upon the authority of said firm as experts in giving
said reports. In addition, audited financial statements to be included in
subsequently filed documents shall be incorporated herein by reference in
reliance upon the authority of the firm which audits such financial statements
to the extent such firm has filed with the Commission a consent to such
incorporation by reference.
The financial statements of Archivex Inc., as of November 30, 1996 and
1997, and for the years then ended, incorporated by reference in this
Registration Statement have been audited by Friedman & Friedman, Chartered
Accountants, independent auditors, as stated in their report with respect
thereto, and are incorporated by reference herein in reliance upon the report of
such firm given upon their authority as experts in accounting and auditing.
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The financial statements of Kestrel Holdings, Inc. as of September 30,
1997, and for the year then ended, incorporated by reference in this
Registration Statement have been audited by James N. Howard & Associates, P.C.,
independent auditors, as stated in their report with respect thereto, and are
incorporated by reference herein in reliance upon the report of such firm given
upon their authority as experts in accounting and auditing.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Subchapter D (Sections 1741 through 1750) of Chapter 17 of the Pennsylvania
Business Corporation Law of 1988, as amended (the "PBCL"), contains provisions
for mandatory and discretionary indemnification of a corporation's directors,
officers, employees and agents (collectively "Representatives") and related
matters.
Under Section 1741, subject to certain limitations, a corporation has the
power to indemnify directors, officers and other Representatives under certain
prescribed circumstances against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
in connection with a threatened, pending or completed action or proceeding,
whether civil, criminal, administrative or investigative, to which any of them
is a party or threatened to be made a party by reason of his being a
Representative of the corporation or serving at the request of the corporation
as a Representative of another corporation, partnership, joint venture, trust or
other enterprise, if he acted in good faith and in a manner he reasonably
believed to be in, or not opposed to, the best interests of the corporation and,
with respect to any criminal proceeding, had no reasonable cause to believe his
conduct was unlawful.
Section 1742 provides for indemnification with respect to derivative and
corporate actions similar to that provided by Section 1741. However,
indemnification is not provided under Section 1742 in respect of any claim,
issue or matter as to which a Representative has been adjudged to be liable to
the corporation unless and only to the extent that the proper court determines
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, a Representative is fairly and reasonably
entitled to indemnity for the expenses that the court deems proper.
Section 1743 provides that indemnification against expenses is mandatory to
the extent that a Representative has been successful on the merits or otherwise
in defense of any such action or proceeding referred to in Section 1741 or 1742.
Section 1744 provides that unless ordered by a court, any indemnification
under Section 1741 or 1742 shall be made by the corporation as authorized in the
specific case upon a determination that indemnification of a Representative is
proper because the Representative met the applicable standard of conduct, and
such determination will be made by the board of directors by a majority vote of
a quorum of directors not parties to the action or proceeding; if a quorum is
not obtainable or if obtainable and a majority of disinterested directors so
directs, by independent legal counsel; or by the shareholders.
Section 1745 provides that expenses incurred by a Representative in
defending any action or proceeding referred to in Subchapter D of Chapter 17 of
the PBCL may be paid by the corporation in advance of the final disposition of
such action or proceeding upon receipt of an undertaking by or on behalf of the
Representative to repay such amount if it shall ultimately be determined that he
is not entitled to be indemnified by the corporation.
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Section 1746 provides generally that except in any case where the act or
failure to act giving rise to the claim for indemnification is determined by a
court to have constituted willful misconduct or recklessness, the
indemnification and advancement of expenses provided by Subchapter D of Chapter
17 of the PBCL shall not be deemed exclusive of any other rights to which a
Representative seeking indemnification or advancement of expenses may be
entitled under any bylaw, agreement, vote of shareholders or disinterested
directors or otherwise, both as to action in his official capacity and as to
action in another capacity while holding that office.
Section 1747 grants a corporation the power to purchase and maintain
insurance on behalf of any Representative against any liability incurred by him
in his capacity as a Representative, whether or not the corporation would have
the power to indemnify him against that liability under Subchapter D of Chapter
17 of the PBCL.
Sections 1748 and 1749 apply the indemnification and advancement of
expenses provisions contained in Subchapter D of Chapter 17 of the PBCL to
successor corporations resulting from consolidation, merger or division and to
service as a representative of a corporation or an employee benefit plan.
Section 7.2 of the Registrant's Bylaws provides indemnification to
directors and officers for all actions taken by them and for all failures to
take action to the fullest extent permitted by Pennsylvania law against all
expense, liability and loss reasonably incurred or suffered by them in
connection with any threatened, pending or completed action, suit or proceeding
(including, without limitation, an action, suit or proceeding by or in the right
of the Registrant), whether civil, criminal, administrative, investigative or
through arbitration. Section 7.2 also permits the Registrant, by action of its
Board of Directors, to indemnify officers, employees and other persons to the
same extent as directors. Amendments, repeals or modifications of Section 7.2
can only be prospective and such changes require the affirmative vote of not
less than all of the directors then serving or holders of a majority of the
outstanding shares of stock of the Registrant entitled to vote in elections of
directors. Section 7.2 further permits the Registrant to maintain insurance, at
its expense, for the benefit of any person on behalf of whom insurance is
permitted to be purchased by Pennsylvania law against any such expenses,
liability or loss, whether or not the Registrant would have the power to
indemnify such person against such expense, liability or loss under Pennsylvania
or other law.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
The following exhibits are filed as part of this registration statement:
5 Opinion and Consent of Cozen and O'Connor
10 Pierce Leahy Corp. Profit Sharing/401(k) Plan, as amended
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Friedman & Friedman, Chartered Accountants
23.3 Consent of James N. Howard & Associates, P.C.
23.4 Consent of Cozen and O'Connor (contained in Exhibit 5)
24 Powers of Attorney (included on signature page of the
Registration Statement)
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ITEM 9. UNDERTAKINGS.
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:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(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, represent
a fundamental change in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in the 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 and 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 a 20% 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 (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference 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.
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 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in 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.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 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 Commission such indemnification is
against public policy as expressed in the Securities Act of 1933 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 of 1933 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 King of Prussia, Pennsylvania, on December 29, 1998.
PIERCE LEAHY CORP.
By: /s/ J. Peter Pierce
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J. Peter Pierce, President and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below in so signing also makes, constitutes and appoints J. Peter Pierce
and Douglas B. Huntley, and each of them, his true and lawful attorneys-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 execute and cause to be
filed with the Securities and Exchange Commission any and all amendments and
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 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 said attorneys-in-fact and agents, or their 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 TITLE DATE
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/s/ Leo W. Pierce, Sr. Chairman of the Board of December 29, 1998
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Leo W. Pierce, Sr. Directors
/s/ J. Peter Pierce President, Chief Executive December 29, 1998
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J. Peter Pierce Officer and Director
(Principal Executive Officer)
/s/ Douglas B. Huntley Vice President, Chief Financial December 29, 1998
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Douglas B. Huntley Officer and Director
(Principal Financial and
Accounting Officer)
/s/ Alan B. Campell Director December 29, 1998
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Alan B. Campell
[Signatures Continued on Next Page]
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[Signatures Continued from Previous Page]
/s/ Delbert S. Conner Director December 29, 1998
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Delbert S. Conner
/s/ Thomas A. Decker Director December 29, 1998
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Thomas A. Decker
/s/ J. Anthony Hayden Director December 29, 1998
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J. Anthony Hayden
Pursuant to the requirements of the Securities Act of 1933, the trustees of
the Pierce Leahy Corp. Profit Sharing/401(k) Plan, have duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in King of Prussia, Pennsylvania, on this 29th day of December,
1998.
PIERCE LEAHY CORP. PROFIT SHARING/401(K) PLAN
By: /s/ J. Peter Pierce
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J. Peter Pierce, Trustee
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EXHIBIT INDEX
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EXHIBIT
NO. EXHIBIT
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5 Opinion and Consent of Cozen and O'Connor
10 Pierce Leahy Corp. Profit Sharing/401(k) Plan, as amended
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Friedman & Friedman, Chartered Accountants
23.3 Consent of James N. Howard & Associates, P.C.
23.4 Consent of Cozen and O'Connor (contained in Exhibit 5)
24 Powers of Attorney (included on signature page of the Registration
Statement)
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