Angelica Corporation Form S-8
As
filed with the Securities and Exchange Commission on May 5,
2006
Registration
No. 333-_____
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D. C. 20549
_____________________________________________
FORM
S-8
REGISTRATION
STATEMENT UNDER
THE
SECURITIES ACT OF 1933
_____________________________________________
ANGELICA
CORPORATION
(Exact
name of registrant as specified in its charter)
MISSOURI
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424
South Woods Mill Road
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43-0905260
|
(State
or other jurisdiction of
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Chesterfield,
Missouri 63017-3406
|
(I.R.S.
Employer
|
incorporation
or organization)
|
(314)
854-3800
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Identification
No.)
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(Address
of Principal Executive Offices)
ANGELICA
CORPORATION EMPLOYMENT AGREEMENT,
DATED
JUNE 1, 2005, BY AND BETWEEN
ANGELICA
CORPORATION AND DAVID A. VAN VLIET
(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(2)
|
Proposed
maximum
aggregate
offering price (2)
|
Amount
of
registration
fee
|
Angelica
Corporation Common
Stock,
$1.00 par value (1)
|
50,000
|
$27.00
|
$1,350,000
|
$144.45
|
Angelica
Corporation Common
Stock,
$1.00 par value (1)
|
20,000
|
$27.16
|
$543,200
|
$58.12
|
Angelica
Corporation Common
Stock,
$1.00 par value (1)
|
25,000
|
$28.35
|
$708,750
|
$75.84
|
Angelica
Corporation Common
Stock,
$1.00 par value (1)
|
25,000
|
$29.70
|
$742,500
|
$79.45
|
(1)
Includes
one attached Preferred Share Purchase Right per share.
(2)
With
respect to options granted under the Agreement, the maximum offering price
per
share is based, pursuant to the provisions of Rule 457(h), upon the exercise
price of the subject options. With respect to restricted stock granted under
the
Agreement, the maximum offering price per share is based on the closing price
per share of common stock, $1.00 par value, of the Registrant as reported on
the
New York Stock Exchange on the date of grant.
The
undersigned registrant, Angelica Corporation (the “Registrant”), hereby files
this Registration Statement on Form S-8 (this “Registration Statement”) to
register one hundred twenty thousand (120,000) shares of the Registrant’s common
stock, $1.00 par value (“Common Stock”), and attached Preferred Share Purchase
Rights, for issuance to David A. Van Vliet under the Angelica Corporation
Employment Agreement dated June 1, 2005, by and between Angelica Corporation
and
David A. Van Vliet (the “Agreement”).
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
3. Incorporation
of Certain Documents by Reference.
The
following documents filed by the Registrant with the Securities and Exchange
Commission are incorporated herein by reference:
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(i)
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The
Registrant’s Annual Report on Form 10-K for the year ended January 28,
2006;
|
|
(ii)
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The
Registrant’s Current Report on Form 8-K filed May 2,
2006;
|
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(iii)
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The
description of the Registrant’s Common Stock set forth in the Registrant’s
registration statement filed under the Securities Exchange Act of
1934
(File No. 1-5674), including any amendment filed for the purpose
of
updating such description; and
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|
(iv)
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The
description of the Registrant’s Shareholder Rights Plan, dated August 25,
1998, contained in the Registrant’s Registration Statement on Form 8-A,
dated August 28, 1998, and any amendment or report filed for the
purposes
of updating such description.
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Such
incorporation by reference shall not be deemed to incorporate by reference
the
information referred to in Item 402(a)(8) of Regulation S-K.
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 hereby have been sold or which deregisters all
securities remaining unsold shall be deemed to be incorporated by reference
in
this Registration Statement and to be made a part hereof from the date of filing
of such documents. Any statements contained herein or in a document incorporated
herein by reference shall be deemed to be modified or superseded for purposes
of
this Registration Statement to the extent that a statement contained in a
subsequently filed document incorporated herein by reference modifies or
supersedes such document. Any statement so modified or superseded shall not
be
deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
Where
any
document or part thereof is incorporated by reference in this Registration
Statement, the Registrant will provide without charge to each person to whom
a
Prospectus with respect to the Agreement is delivered, upon written or oral
request of such person, a copy of any and all of the information incorporated
by
reference in this Registration Statement, excluding exhibits unless such
exhibits are specifically incorporated by reference.
Item
6. Indemnification
of Directors and Officers.
Section
351.355 of The General and Business Corporation Law of Missouri provides that
a
corporation created under the laws of Missouri may indemnify any person who
was
or is 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, other than an action by or in the right of the corporation,
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 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.
In
addition, under Missouri corporate law the corporation may indemnify any person
who was or is a party or is threatened to be made a party to any threatened,
pending or completed action or suit by or in the right of the corporation to
procure a judgment in its favor 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, and amounts paid in settlement
actually and reasonably incurred by him in connection with the defense or
settlement of the action or suit 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; except that no indemnification can be made in
respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable for negligence or misconduct in the performance of his
or
her duty to the corporation unless and only to the extent that the court in
which the action or suit was brought determines upon application that, despite
the adjudication of liability and in view of all the circumstances of the case,
the person is fairly and reasonably entitled to indemnity for such expenses
which the court shall deem proper. Expenses incurred in defending a civil or
criminal action, suit or proceeding may be paid by the corporation in advance
of
the final disposition of the action, suit, or proceeding as authorized by the
board of directors in the specific case upon receipt of an undertaking by or
on
behalf of the director, officer, employee or agent to repay such amount unless
it shall ultimately be determined that he or she is entitled to be indemnified
by the corporation as authorized in this section.
Furthermore,
under Missouri corporate law, corporations may purchase and maintain insurance
on behalf of any person who 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 any liability asserted against him
and incurred by him in any such capacity, or arising out of his or her status
as
such, whether or not the corporation would have the power to indemnify him
against such liability under Missouri law.
The
By-Laws of the Registrant provide for indemnification of directors, officers
and, under certain circumstances, employees and agents of the Registrant to
the
full extent and under the circumstances permitted by The General and Business
Corporation Law of Missouri.
The
Board
of Directors has entered into Indemnification Agreements with certain members
of
its directors and elected officers and may enter into such agreements with
future directors and elected officers and with certain other employees and
agents indemnifying them under certain circumstances. Pursuant to these
Indemnification Agreements, the Registrant agrees to hold harmless each such
director and elected officer, and his or her respective heirs, successors and
estate, generally to the full extent
permitted
by The General and Business Corporation Law of Missouri, as it may be amended
from time to time. Indemnification will not be provided under certain
circumstances enumerated in the Indemnification Agreements.
Insofar
as indemnification for liabilities arising under the Securities Act of 1933
may
be permitted to directors, officers or persons controlling the Registrant
pursuant to the foregoing provisions, the Registrant has been informed that
in
the opinion of the Securities and Exchange Commission such indemnification
is
against public policy as expressed in the Securities Act of 1933 and is
therefore unenforceable.
Item
8. Exhibits.
See
Exhibit Index on page 8 hereof.
Item
9. Undertakings.
(a) The
Registrant hereby undertakes:
(1) To
file,
during any period in which offers and 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;
(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 (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement
is on Form S-3, Form S-8 or Form F-3, and 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.
(b) The
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 (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.
(c) 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.
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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the County of St. Louis, State of Missouri, on May 5,
2006.
ANGELICA
CORPORATION
By /s/
Stephen M.
O’Hara
Stephen
M. O’Hara
Chairman
and Chief Executive Officer
POWER
OF ATTORNEY
Each
person whose signature appears below hereby constitutes and appoints Stephen
M.
O’Hara, David A. Van Vliet 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 Registration Statement on Form
S-8
with respect to the Agreement, 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 Registration Statement
has been signed by the following persons in the capacities and on the date
indicated.
Signature
|
Title
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Date
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/s/
Stephen M.
O’Hara
Stephen
M. O’Hara
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Chairman
and Chief Executive Officer
(Principal
Executive Officer)
|
May
5, 2006
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/s/
James W.
Shaffer
James
W. Shaffer
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Vice
President and Chief Financial Officer
(Principal
Financial Officer)
(Principal
Accounting Officer)
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May
5, 2006
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/s/
Susan S.
Elliott
Susan
S. Elliott
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Director
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April
4, 2006
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/s/
Don W.
Hubble
Don
W. Hubble
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Director
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April
4, 2006
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/s/
Ronald J.
Kruszewski
Ronald
J. Kruszewski
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Director
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April
4, 2006
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/s/
Charles W.
Mueller
Charles
W. Mueller
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Director
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April
4, 2006
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/s/
William A. Peck,
M.D.
William
A. Peck, M.D.
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Director
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April
4, 2006
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/s/
Ronald N. Riner,
M.D.
Ronald
N. Riner, M.D.
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Director
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April
4, 2006
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/s/
Kelvin R.
Westbrook
Kelvin
R. Westbrook
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Director
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April
4, 2006
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EXHIBIT
INDEX
Exhibit
No.
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4.1
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Restated
Articles of Incorporation of the Registrant, as currently in effect.
Filed
as Exhibit 3.1 to the Registrant’s Form 10-K for the fiscal year ended
January 26, 1991, and incorporated herein by reference.
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4.2
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Current
By-Laws of the Registrant. Filed as Exhibit 3.2 to the Registrant’s Form
10-K for the fiscal year ended January 28, 2006, as amended April
28, 2006
by the amendment filed as Exhibit 3.1 to the Registrant’s current report
on Form 8-K on May 2, 2006, and incorporated herein by
reference.
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4.3
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Shareholder
Rights Plan dated August 25, 1998. Filed as Exhibit 1 to the Registrant’s
Registration Statement on Form 8-A on August 28, 1998, and incorporated
herein by reference.
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5.1
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Opinion
of Thompson Coburn LLP as to the legality of the securities being
registered.
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23.1
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Consent
of Deloitte & Touche, LLP.
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23.2
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Consent
of Thompson Coburn LLP (included in Exhibit 5.1).
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24.1
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Power
of Attorney (set forth on signature page hereto).
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99.1
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Angelica
Corporation Employment Agreement dated June 1, 2005, by and between
Angelica Corporation and David A. Van Vliet (filed as Exhibit 10.1
to the
Registrant’s current report on Form 8-K on June 6,
2005).
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