Angelica Corporation S-8
As
filed with the Securities and Exchange Commission on April 16,
2007
Registration
No. 333-82847
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D. C. 20549
_____________________________________________
POST-EFFECTIVE
AMENDMENT NO. 2 TO
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
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(State
or other jurisdiction of
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Chesterfield,
Missouri 63017-3406
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(I.R.S.
Employer
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incorporation
or organization)
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(314)
854-3800
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Identification
No.)
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|
(Address
of Principal Executive
Offices)
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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
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|
|
|
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Title
of each class of
securities
to be registered
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Amount
to be registered
|
Proposed
maximum offering price per share(3)
|
Proposed
maximum aggregate offering price (3)
|
Amount
of
registration
fee
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Angelica
Corporation Common Stock, $1.00 par value (1)
|
250,000(2)
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$28.53
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$7,132,500
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$218.97
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(1) Includes
one attached Preferred Share Purchase Right per share.
(2)
Represents
250,000 shares added to the Angelica Corporation 1999 Performance Plan, as
amended. The amended plan was approved at the Registrant’s 2006 annual meeting
of shareholders held on October 31, 2006.
(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 $28.53 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
12,
2007.
EXPLANATORY
NOTE
ANGELICA
CORPORATION 1999 PERFORMANCE PLAN
This
Post-Effective Amendment No. 2 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
two hundred fifty thousand (250,000) 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, as amended by
Post-Effective Amendment No. 1 filed with the Commission on April 20, 2005,
under which eight hundred fifty thousand (850,000) 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 August 29,
2006,
and such amendment and restatement was approved by the Registrant’s stockholders
on October 31, 2006. In addition to reserving an additional two hundred fifty
thousand (250,000) shares of the Registrant’s Common Stock for issuance under
the Plan, this amendment and restatement of the Plan provided that restricted
stock awards that are forfeited will be added back to the maximum number of
shares authorized for issuance under the Plan and prohibited the Registrant
from
effecting a “repricing” (as defined in the Plan) of options or other benefits
under the Plan without shareholder approval. 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 October
6,
2006, 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. 2 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 16, 2007.
ANGELICA
CORPORATION
By
/s/
Stephen M.
O’Hara
Stephen
M. O’Hara
Chairman, President and Chief Executive Officer
Pursuant
to the requirements of the Securities Act of 1933, this Post-Effective Amendment
No. 2 to Registration Statement has been signed by the following persons in
the
capacities and on the date indicated.
Signature
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Title
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Date
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/s/
Stephen M.
O’Hara
Stephen
M. O’Hara
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Chairman,
President and Chief Executive Officer
(Principal
Executive Officer)
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April
16, 2007
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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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April
16, 2007
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/s/
James R.
Henderson
James
R. Henderson
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Director
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April
16, 2007
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*
Don
W. Hubble
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Director
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April
16, 2007
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*
Ronald
J. Kruszewski
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Director
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April
16, 2007
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Signature
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Title
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Date
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*
Charles
W. Mueller
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Director
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April
16, 2007
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/s/
John J.
Quicke
John
J. Quicke
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Director
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April
16, 2007
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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
16, 2007
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*
Kelvin
R. Westbrook
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Director
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April
16, 2007
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*By
/s/
Stephen M. O’Hara
Stephen
M. O’Hara
Attorney-in-fact
Stephen
M. O’Hara, by signing his name hereto, does sign this document on behalf of the
individuals named above, pursuant to a power of attorney duly executed by such
individuals, previously filed as Exhibit 24.1 to the Post Effective Amendment
No. 1 to Registration Statement on Form S-8 filed on April 20,
2005.
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 (File No. 001-05674) 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 27, 2007, and incorporated
herein
by reference.
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4.3
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Rights
Agreement dated as of August 27, 1998, between Angelica Corporation
and
UMB Bank, N.A., filed as Exhibit 1 to the Registrant’s Registration
Statement on Form 8-A (File No. 001-05674) on August 28, 1998, as
amended
by Amendment No. 1 dated August 29, 2006, filed as Exhibit 4.1 to
the
Registrant’s Current Report on Form 8-K filed with the Commission on
September 5, 2006, and Amendment No. 2 dated August 29, 2006, filed
as
Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the
Commission on September 22, 2006, 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 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 October 6, 2006, and incorporated
herein by reference.
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