Angelica Form S-8
As
filed with the Securities and Exchange Commission on May 1,
2007
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)
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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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Title
of each class of
securities
to be registered
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Amount
to be registered
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Proposed
maximum offering
price
per share(3)
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Proposed
maximum aggregate
offering
price (3)
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Amount
of registration fee
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Angelica
Corporation Common Stock, $1.00 par value (1)
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250,000(2)
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$26.50
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$6,625,000
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$203.39
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(1)
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Includes
one attached Preferred Share Purchase Right per
share.
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(2)
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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.
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(3)
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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 $26.50 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 30, 2007.
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EXPLANATORY
NOTE
ANGELICA
CORPORATION 1999 PERFORMANCE PLAN
This
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 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 1,
2007.
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ANGELICA
CORPORATION
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By
/s/
Stephen M. O’Hara
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Stephen
M. O’Hara
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Chairman,
President and
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Chief
Executive Officer
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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 Registration Statement on Form S-8, 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
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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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May
1, 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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May
1, 2007
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/s/
James R. Henderson
James
R. Henderson
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Director
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May
1, 2007
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/s/
Don W. Hubble
Don
W. Hubble
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Director
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May
1, 2007
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_______________
Ronald
J. Kruszewski
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Director
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/s/
Charles W. Mueller
Charles
W. Mueller
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Director
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May
1, 2007
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/s/
John J. Quicke
John
J. Quicke
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Director
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May
1, 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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May
1, 2007
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/s/
Kelvin R. Westbrook
Kelvin
R. Westbrook
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Director
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May
1, 2007
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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 (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 September 19, 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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