As
filed with the Securities and Exchange Commission on April 20,
2005
Registration
No. 333-82847_____
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D. C. 20549
_____________________________________________
POST-EFFECTIVE
AMENDMENT NO. 1 TO
FORM
S-8
REGISTRATION
STATEMENT UNDER
THE
SECURITIES ACT OF 1933
_____________________________________________
ANGELICA
CORPORATION
(Exact
name of registrant as specified in its charter)
MISSOURI |
424 South Woods Mill
Road |
43-0905260 |
(State or other jurisdiction
of |
Chesterfield, Missouri
63017-3406 |
(I.R.S. Employer |
incorporation or
organization) |
(314)
854-3800 |
Identification No.) |
(Address
of Principal Executive Offices)
ANGELICA
CORPORATION 1999 PERFORMANCE PLAN
(Full
title of the plan)
STEVEN
L. FREY
Vice-President,
General Counsel and Secretary
Angelica
Corporation
424
South Woods Mill Road
Chesterfield,
Missouri 63017-3406
(314)
854-3800
(Name,
address and telephone numbers,
including
area code, of agent for service)
Copy
to:
ROBERT
M. LAROSE, ESQ.
Thompson
Coburn LLP
One
US Bank Plaza
St.
Louis, Missouri 63101
Telephone:
(314) 552-6000
Facsimile:
(314) 552-7000
CALCULATION OF REGISTRATION
FEE |
Title
of each class of
securities
to be registered
|
Amount
to be
registered
|
Proposed
maximum
offering
price per
share(3) |
Proposed
maximum
aggregate
offering price(3)
|
Amount
of
registration
fee
|
Angelica
Corporation Common
Stock,
$1.00 par value (1) |
350,000(2) |
$27.54 |
$9,639,000 |
$1,134.51 |
(1) |
Includes one attached Preferred
Share Purchase Right per share. |
|
|
(2) |
Represents 350,000 shares added
to the Angelica Corporation 1999 Performance Plan, as amended. The amended
plan was approved at the Registrant’s 2004 annual meeting of shareholders
held on May 25, 2004. |
|
|
(3) |
Estimated solely for the purposes
of computing the Registration Fee pursuant to the provisions of Rule
457(c) and (h), based upon a price of $27.54 per share, being the average
of the high and low sale per share prices of common stock, $1.00 par
value, of the Registrant as reported on the New York Stock Exchange on
April 18, 2005. |
EXPLANATORY
NOTE
ANGELICA
CORPORATION 1999 PERFORMANCE PLAN
This
Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 of
Angelica Corporation (the “Registrant”) is being filed pursuant to General
Instruction E of Form S-8 in connection with the registration of an additional
three hundred fifty thousand (350,000) shares of the Registrant’s common stock,
$1.00 par value per share (“Common Stock”), and attached Preferred Share
Purchase Rights, to be issued pursuant to the Angelica Corporation 1999
Performance Plan (the “Plan”). The contents of the Registration Statement on
Form S-8 (File No. 333-82847), filed by the Registrant with the Securities and
Exchange Commission (the “Commission”) on July 14, 1999 under which five hundred
thousand (500,000) shares of Common Stock were registered for issuance under the
Plan are incorporated herein by reference.
The board
of directors of the Registrant amended and restated the Plan on January 27,
2004, and such amendment and restatement was approved by the Registrant’s
stockholders on May 25, 2004. In addition to reserving an additional three
hundred fifty thousand (350,000) shares of the Registrant’s Common Stock for
issuance under the Plan, this amendment and restatement of the Plan authorized
the issuance of stock units to Plan participants. The Plan, as amended and
restated, is attached as Appendix B to the Registrant’s Proxy Statement on
Schedule 14A (File No. 001-05674), filed by the Registrant with the Commission
on April 23, 2004, and is hereby incorporated by reference into this
registration statement.
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item 8.
Exhibits.
See
Exhibit Index on page 5 hereof.
SIGNATURES
The
Registrant.
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 Post-Effective
Amendment No. 1 to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the County of St. Louis, State of
Missouri, on April 12, 2005.
ANGELICA
CORPORATION
By
/s/
Stephen M. O’Hara
Stephen
M. O’Hara
President
and Chief Executive Officer
POWER
OF ATTORNEY
Each
person whose signature appears below hereby constitutes and appoints Stephen M.
O’Hara and James W. Shaffer, and each of them, the undersigned’s true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for the undersigned and in the undersigned’s name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Post-Effective Amendment No. 1 to
Registration Statement on Form S-8 with respect to the Angelica Corporation 1999
Performance Plan, and to file the same, with exhibits and any and all other
documents filed with respect thereto, with the Securities and Exchange
Commission (or any other governmental or regulatory authority), granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and to perform each and every act and thing requisite and necessary to be
done in ratifying and confirming all that said attorneys-in-fact and agents, or
any of them, 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 Post-Effective Amendment
No. 1 to Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Signature
|
Title |
Date |
/s/
Stephen M. O’Hara
Stephen M. O’Hara
|
|
President,
Chief Executive Officer and Director
(Principal
Executive Officer) |
April
12, 2005 |
/s/
James W. Shaffer
James W. Shaffer
|
|
Vice
President and Chief Financial Officer
(Principal
Financial Officer) |
April
12, 2005 |
Signature |
Title |
Date
|
/s/
Richard M. Fiorillo
Richard M. Fiorillo
|
|
Chief
Accounting Officer
(Principal
Accounting Officer) |
April
12, 2005 |
/s/
Don W. Hubble
Don W. Hubble
|
|
Director |
April
12, 2005 |
/s/
Ronald J. Kruszewski
Ronald J. Kruszewski
|
|
Director |
April
12, 2005 |
/s/
Susan S. Elliott
Susan S. Elliott
|
|
Director |
April
12, 2005 |
/s/
Charles W. Mueller
Charles W. Mueller
|
|
Director |
April
12, 2005 |
/s/
William A. Peck
William A. Peck
|
|
Director |
April
12, 2005 |
/s/
Kelvin R. Westbrook
Kelvin R. Westbrook
|
|
Director |
April
12, 2005 |
EXHIBIT
INDEX
Exhibit
No. |
|
4.1 |
Restated
Articles of Incorporation of the Registrant, as currently in effect. Filed
as Exhibit 3.1 to the Registrant’s Form 10-K (File No. 001-05674) for the
fiscal year ended January 26, 1991, and incorporated herein by
reference. |
4.2 |
By-Laws
of the Registrant, as last amended January 27, 2004. Filed as Exhibit 3.2
to the Registrant’s Form 10-K (File No. 001-05674) for the fiscal year
ended January 31, 2004, and incorporated herein by
reference. |
4.3 |
Shareholder
Rights Plan dated August 25, 1998. Filed as Exhibit 1 to the Registrant’s
Registration Statement on Form 8-A (File No. 001-05674) on August 28,
1998, and incorporated herein by reference. |
5.1 |
Opinion
of Thompson Coburn LLP as to the legality of the securities being
registered. |
23.1 |
Consent
of Deloitte & Touche, LLP. |
23.2 |
Consent
of Thompson Coburn LLP (included in Exhibit 5.1). |
24.1 |
Power
of Attorney (set forth on signature page hereto). |
99.1 |
Angelica
Corporation 1999 Performance Plan, attached as Appendix B to the
Registrant’s Proxy Statement on Schedule 14A (File No. 001-05674), filed
by the Registrant with the Commission on April 23, 2004, and incorporated
herein by reference. |