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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 17, 2001
REGISTRATION NO. 333 - _______________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SERVICE CORPORATION INTERNATIONAL
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Texas 74-1488375
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
1929 Allen Parkway, Houston, Texas 77019
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
SERVICE CORPORATION INTERNATIONAL
1996 NONQUALIFIED INCENTIVE PLAN
(FULL TITLE OF THE PLAN)
James M. Shelger
Senior Vice President
Service Corporation International
1929 Allen Parkway
Houston, Texas 77019
(NAME AND ADDRESS OF AGENT FOR SERVICE)
(713) 522-5141
(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
CALCULATION OF REGISTRATION FEE
PROPOSED
AMOUNT MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES TO BE OFFERING PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED(1) PER SHARE(2) OFFERING PRICE(2) REGISTRATION FEE
----------------------------- --------------- ------------------------ ---------------------- -------------------
COMMON STOCK, $1.00 PER
SHARE PAR VALUE
("COMMON STOCK") 2,000,000(3) $7.10 $10,390,650 $2,598
============================= =============== ======================== ====================== ===================
(1) Two previous Registration Statements (File No. 333-33101 and File No.
333-50084) registered an aggregate of 6,700,000 shares of Service
Corporation International (the "Company") common stock, par value $1.00
per share ("Common Stock"), offered under the Service Corporation
International 1996 Nonqualified Incentive Plan (the "1996 Plan"). This
Registration Statement is being filed to register 2,000,000 additional
shares of Common Stock that may be issued under the 1996 Plan, as amended,
and includes an indeterminate number of shares that may be issuable by
reason of stock splits, stock dividends or similar transactions.
(2) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(c) and (h), based on the average of the high and low prices
reported by the New York Stock Exchange on August 15, 2001 with respect to
625,103 shares of Common Stock as to which awards have not been granted as
of the date of filing of this Registration Statement and 1,374,897 shares
of Common Stock as to which awards have been granted at a weighted average
price of $4.40 per share.
(3) There are also registered hereunder (i) the preferred share purchase
rights associated with the shares of Common Stock being registered
("Rights"), and (ii) the resale of any such shares and Rights by persons
who may be deemed affiliates of the Company pursuant to the provisions of
Form S-8.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are hereby incorporated by reference in this
Registration Statement:
(i) The Company's Annual Report on Form 10-K for the year ended December
31, 2000;
(ii) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2001;
(iii) The Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 2001;
(iv) The Company's Current Report on Form 8-K filed on March 12 2001;
(v) The Company's Current Report on Form 8-K filed on June 27, 2001;
(vi) The description of the Common Stock set forth under the caption
"Description of Securities to be Registered--Capital Stock" in the Form 8
Amendment No. 3, dated September 15, 1982, to the Company's Registrant Statement
on Form 8-A; and
(vii) The description of the Company's Series D Participating Preferred
Share Purchase Rights contained in the Company's Registration Statement on Form
8-A dated May 14, 1998.
All documents filed by the Registrant pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934, after the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered 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 part hereof from the date of
the 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.
Article 2.02-1 of the Texas Business Corporation Act provides that any
director or officer of a Texas corporation may be indemnified against judgments,
penalties, fines, settlements and reasonable expenses actually incurred by him
in connection with or in defending any action, suit or proceeding in which he is
or is threatened to be made a named defendant by reason of his position as
director or officer, provided that he conducted himself in good faith and
reasonably believed that, in the case of conduct in his official capacity as
director or officer, such conduct was in the corporation's best interests, or,
in all other cases, that such conduct was not opposed to the corporation's best
interests. In the case of any criminal proceeding, a director or officer may be
indemnified only if he had no reasonable cause to believe his conduct was
unlawful. If a director or officer is wholly successful, on the merits or
otherwise, in connection with such a proceeding, such indemnification is
mandatory.
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Under the registrant's Restated Articles of Incorporation, as amended (the
"Articles of Incorporation"), no director of the registrant will be liable to
the registrant or any of its shareholders for monetary damages for an act or
omission in the director's capacity as a director, except for liability (i) for
any breach of the director's duty of loyalty to the registrant or its
shareholders, (ii) for acts or omissions not in good faith or that involve
intentional misconduct or a knowing violation of law, (iii) for any transaction
for which the director received an improper benefit, whether or not the benefit
resulted from action taken within the scope of the director's office, (iv) for
acts or omissions for which the liability of a director is expressly provided by
statute, or (v) for acts related to an unlawful stock repurchase or dividend
payment. The Articles of Incorporation further provide that, if the statutes of
Texas are amended to further limit the liability of a director, then the
liability of the registrant's directors will be limited to the fullest extent
permitted by any such provision.
The registrant's by-laws provide for indemnification of officers and
directors of the registrant and persons serving at the request of the registrant
in such capacities for other business organizations against certain losses,
costs, liabilities and expenses incurred by reason of their positions with the
registrant or such other business organizations. The registrant also has
policies insuring its officers and directors and certain officers and directors
of its wholly-owned subsidiaries against certain liabilities for actions taken
in such capacities, including liabilities under the Securities Act of 1933, as
amended.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Exhibit No. Exhibit
*4.1 Restated Articles of Incorporation (incorporated by reference
to Exhibit 3.1 to Registration Statement No. 333-10867 on Form
S-3).
*4.2 Articles of Amendment to Restated Articles of Incorporation
(incorporated by reference to Exhibit 3.1 to Form 10-Q for the
fiscal quarter ended September 30, 1996).
*4.3 Statement of Resolution Establishing Series of Shares of
Series D Junior Participating Preferred Stock dated July 27,
1998 (incorporated by reference to Exhibit 3.2 to Form 10-Q
for the fiscal year ended June 30, 1998).
*4.4 Bylaws, as amended (incorporated by reference to Exhibit 3.1
to Form 10-Q for the fiscal quarter ended September 30, 1999).
*4.5 Rights Agreement, dated as of May 14, 1998, between the
Company and Harris Trust and Savings Bank (incorporated by
reference to Exhibit 1 to Form 8-A dated May 14, 1998).
*4.6 Agreement Appointing a Successor Rights Agent Under Rights
Agreement, dated June 1, 1999, by the Company, Harris Trust
and Savings Bank and The Bank of New York (incorporated by
reference to Exhibit 4.1 to Form 10-Q for the fiscal quarter
ended June 30, 1999).
5.1 Opinion of Locke Liddell & Sapp LLP.
23.1 Consent of Locke Liddell & Sapp LLP (contained in opinion in
Exhibit 5.1).
23.2 Consent of PricewaterhouseCoopers LLP.
24.1 Powers of Attorney.
*99.1 1996 Nonqualified Incentive Plan (incorporated by reference to
Exhibit 99.1 to Registration Statement No. 333-33101).
*99.2 Amendment to 1996 Nonqualified Incentive Plan dated November
13, 1997 (incorporated by reference to Exhibit 99.2 to
Registration Statement No. 333-50084).
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*99.3 Amendment to 1996 Nonqualified Incentive Plan dated November
11, 1999 (incorporated by reference to Exhibit 99.3 to
Registration Statement No. 333-50084).
99.4 Amendment to 1996 Nonqualified Incentive Plan dated February
14, 2001.
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* Incorporated by reference as indicated
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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 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; and
(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, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 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 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, 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 Houston, State of Texas, on this 16th day of August,
2001.
SERVICE CORPORATION INTERNATIONAL
By: /s/ James M. Shelger
------------------------------------------
JAMES M. SHELGER, SENIOR VICE PRESIDENT
GENERAL COUNSEL AND SECRETARY
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.
Signatures Title Date
---------- ----- ----
* Chairman of the Board and Chief August 16, 2001
-------------------------------------- Executive Officer
(R. L. WALTRIP) (Principal Executive Officer)
* Senior Vice President and August 16, 2001
-------------------------------------- Chief Financial Officer
(JEFFREY E. CURTISS) (Principal Financial Officer)
/s/ W. Cardon Gerner Vice President Controller August 16, 2001
-------------------------------------- (Principal Accounting Officer)
(W. CARDON GERNER)
* Director August 16, 2001
--------------------------------------
(ANTHONY L. COELHO)
* Director August 16, 2001
--------------------------------------
(JACK FINKELSTEIN)
* Director August 16, 2001
--------------------------------------
(A.J. FOYT, JR.)
* Director August 16, 2001
--------------------------------------
(JAMES H. GREER)
* Director August 16, 2001
--------------------------------------
(B.D. HUNTER)
* Director August 16, 2001
--------------------------------------
(VICTOR L. LUND)
* Director August 16, 2001
--------------------------------------
(JOHN W. MECOM, JR.)
* Director August 16, 2001
--------------------------------------
(CLIFTON H. MORRIS, JR.)
* Director August 16, 2001
--------------------------------------
(E. H. THORNTON, JR.)
* Director August 16, 2001
--------------------------------------
(W. BLAIR WALTRIP)
* Director August 16, 2001
--------------------------------------
(EDWARD E. WILLIAMS)
* By his signature below, James M. Shelger, pursuant to duly executed powers
of attorney filed with the Securities and Exchange Commission, has signed
this registration statement on the date indicated on behalf of the persons
listed above, designated by asterisks, in the capacities set forth
opposite their respective names.
*By: /s/ James M. Shelger
------------------------------
James M. Shelger
Attorney-in-Fact
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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*4.1 Restated Articles of Incorporation (incorporated by reference
to Exhibit 3.1 to Registration Statement No. 333-10867 on Form
S-3).
*4.2 Articles of Amendment to Restated Articles of Incorporation
(incorporated by reference to Exhibit 3.1 to Form 10-Q for the
fiscal quarter ended September 30, 1996).
*4.3 Statement of Resolution Establishing Series of Shares of
Series D Junior Participating Preferred Stock dated July 27,
1998 (incorporated by reference to Exhibit 3.2 to Form 10-Q
for the fiscal year ended June 30, 1998).
*4.4 Bylaws, as amended (incorporated by reference to Exhibit 3.1
to Form 10-Q for the fiscal quarter ended September 30, 1999).
*4.5 Rights Agreement, dated as of May 14, 1998, between the
Company and Harris Trust and Savings Bank (incorporated by
reference to Exhibit 1 to Form 8-A dated May 14, 1998).
*4.6 Agreement Appointing a Successor Rights Agent Under Rights
Agreement, dated June 1, 1999, by the Company, Harris Trust
and Savings Bank and The Bank of New York (incorporated by
reference to Exhibit 4.1 to Form 10-Q for the fiscal quarter
ended June 30, 1999).
5.1 Opinion of Locke Liddell & Sapp LLP.
23.1 Consent of Locke Liddell & Sapp LLP (contained in opinion in
Exhibit 5.1).
23.2 Consent of PricewaterhouseCoopers LLP.
24.1 Powers of Attorney.
*99.1 1996 Nonqualified Incentive Plan (incorporated by reference to
Exhibit 99.1 to Registration Statement No. 333-33101).
*99.2 Amendment to 1996 Nonqualified Incentive Plan dated November
13, 1997 (incorporated by reference to Exhibit 99.2 to
Registration Statement No. 333-50084).
*99.3 Amendment to 1996 Nonqualified Incentive Plan dated November
11, 1999 (incorporated by reference to Exhibit 99.3 to
Registration Statement No. 333-50084).
99.4 Amendment to 1996 Nonqualified Incentive Plan dated February
14, 2001.
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* Incorporated by reference as indicated